TERMS AND CONDITIONS FOR REGISTRATION IN ONEFORMA AS INDEPENDENT CONTRACTOR (Freelance Vendor)
[Last updated: (on May 18, 2022)]
Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using, viewing, or creating an account on the https://my.oneforma.com platform (“OneForma”). Your access to and use of the OneForma is conditioned on and subject to your acceptance of and compliance with the Terms and any of its changes, edits, and updates that may be made from time to time by PACTERA TECHNOLOGIES NA Inc. (“PACTERA EDGE”). The Terms apply to all visitors, users, viewers, and others who access or use OneForma.
By providing any service/taking on any project assigned on the OneForma platform, you confirm you have entered into a service agreement between you (as an independent contractor) and PACTERA EDGE (the “Agreement”) which incorporates the Terms, the relevant provisions under the Governing Law, description of services or scope of work, and other writings mutually agreed by the parties.
By registering or using OneForma you agree to be bound by the Agreement. If you disagree with any or all part of the Agreement, then you may not register on OneForma.
- RELATIONSHIP BETWEEN PARTIES
- PACTERA EDGE
OneForma is a platform owned by PACTERA TECHNOLOGIES NA. Inc. (“PACTERA EDGE”), with address 14980 NE 31st Way Suite 100 Redmond, WA 98052, contact email [email protected]
1.2. Independent Contractor Status
YOU control whether to provide services or take on a project, and when, where, and how you will provide the services, as well as the manner and means of delivering the final product; PACTERA EDGE does not control YOU, you are not economically dependent on PACTERA EDGE. Thus, YOU are an independent contractor.
You provide services to third parties who assign the work or projects on OneForma or to PACTERA EDGE (“Project Owners”). YOUR services or work performed under the Agreement are for the Project Owners, are separate and distinct from PACTERA EDGE’s business, are not integral to the business of PACTERA EDGE.
This Agreement shall not create nor be deemed to create any other relationship, including an employment relationship, between you, PACTERA EDGE, or the Project Owners. Neither you nor any of your agents shall create any obligation or responsibility, express or implied, on behalf of or in the name of PACTERA EDGE or by PACTERA EDGE in any way except as specifically authorized in this Agreement.
The user agreement supersedes any prior agreement with the user/freelancer regarding the subject matter.
For US taxpayers, by entering into this Agreement, YOU expressly warrant and agree that you have satisfied each and every one of the following requirements as of the effective date of this Agreement:
- YOU will provide PACTERA EDGE with a tax ID before receiving any payment from PACTERA EDGE;
- YOU are responsible for filing your tax return with and paying taxes to the IRS for the incomes received under the Agreement as well as your other incomes. PACTERA EDGE is merely one of the sources from which you may receive incomes, and thus has no obligation with respect to, is not responsible for your tax return; AND
- You shall not be entitled to participate in or receive benefits under any PACTERA EDGE employee-benefit plans, including but not limited to any health, dental, life, or disability insurance or retirement plans.
For taxpayers in any other jurisdiction, YOU shall be solely responsible for any tax payment for the payment you receive from PACTERA EDGE. If the tax laws applicable to YOU require that PACTERA EDGE or a withholding agent withhold taxes, PACTERA EDGE will do so without prior notice to YOU.
1.3 Scope of Work
YOU shall provide the services as specified by PACTERA EDGE, who will receive instructions from the Project Owners. The description of services to be provided by YOU shall be subject to prior mutual agreement in writing in each case (“Services”).
PACTERA EDGE reserves the right to terminate the Services/project at any time without any liabilities or penalty and any payment to YOU, provided that, if YOU have provided a substantial portion of the Services prior to the date notified by PACTERA EDGE, the parties will discuss and reach an agreement on a reduced fee.
PACTERA EDGE reserves the right to adjust the Services/project at any time without any liabilities or penalty, and the parties will discuss an adjusted fee accordingly.
1.4 Place of Work
Your services provided under this Agreement will be rendered at a location or locations to be determined by yourself. YOU will not be requested or required to perform any services pursuant to this Agreement at PACTERA EDGE’s or PACTERA EDGE’s client(s) offices or places of business. To avoid confusion, in projects where onsite work is required by the nature of the project, YOU will be requested to perform such services in a designated location. In case YOU are not willing to perform services in designated location, YOU are not supposed to take on such projects.
1.5 Your Representations
YOU represent and warrant to PACTERA EDGE that:
- YOU have sufficient expertise, training, and experience to accomplish the Services;
- YOU will, at all times, faithfully, industriously, and to the best of YOUR ability, experience, and talent perform to the satisfaction of PACTERA EDGE and the Project Owners all of the Services;
- YOU will comply with all applicable laws and regulations in performing the Services;
- YOU are free to enter into this Agreement and grant the rights herein granted without the consent of any third party.
- If, undertaking the Services may adversely affect YOUR obligations to others, YOU should not undertake the Services.
- The products of the Services YOU provide under this Agreement are and shall be wholly original to YOU and are not copied in whole or in part from any other work, and shall not defame, disparage, infringe upon, or violate the rights of privacy, publicity, copyright, or any other statutory or common law rights of any kind of any third party, including the right to use the likeness of all persons appearing in any images.
1.6 Assignment of Rights
All work done under this Agreement will be a work made for hire, as that term is defined under U.S. copyright law, and will be owned by PACTERA EDGE or the respective Project Owner; and YOU assign all rights in and all work done under this agreement to PACTERA EDGE or the respective Project Owner.
YOU have not made and will not hereafter make any agreement or commitment which would conflict with the provisions hereof or which could or might interfere with PACTERA EDGE’s full and complete use and enjoyment of any of the rights granted herein to it.
- TERM AND PAYMENT
- Initial Term and Renewal: the initial term of this Agreement shall be five years from the Commencement Date. The initial term shall be extended automatically by additional terms of one (1) year, unless one party notifies the other at least three (3) months prior to the end of the initial term, or any extensions thereto, of its intention not to extend the Agreement.
- Early Termination by You: YOU may terminate this Agreement by deleting your account on the platform at any time, provided that YOU provide PACTERA EDGE with a written statement of any and all the fees due to You by PACTERA EDGE as of the date of the notice.
- Termination by PACTERA EDGE with cause: PACTERA EDGE has the right to terminate your registration from OneForma and this Agreement immediately if You:
- Fake IDs, documents
- Fraudulent actions
- Harm the client
- Harm PACTERA EDGE or other users
- Provide any misleading, incorrect information, or any of your representation or warranty is not true
- Breach any clause of this Agreement and the Non-Disclosure Agreement, and fail to cure within a reasonable period of time upon request
- Termination by PACTERA EDGE without cause: PACTERA EDGE has the right to terminate your registration from OneForma and this Agreement by 30 days’ prior notice.
On satisfactory completion of the services and Subject to the conditions set forth below, PACTERA EDGE will pay YOU the agreed-upon fee for Services set forth on case-by-case based on supporting documents (invoices, rate card, etc.).
- PACTERA EDGE may request that you provide certain information (including without limitation tax ID, invoices, withholding agent information, etc.) or additional supporting documents before making each payment to YOU.
- If YOU choose not to renew or terminate the Agreement by deleting your account pursuant to Section 2.1 above, you must, at the same time of your notice or deleting your account, provide PACTERA EDGE with a written statement of any and all the fees due to YOU by PACTERA EDGE as of the date of the notice. PACTERA EDGE may dispute your statement if it has convincing evidence of the inaccuracy of your statement.
- PACTERA EDGE has no obligation to pay YOU any sum which is more than the amount shown on your written statement, or the data on the platform which is available when YOU maintain a registered account only; and has no obligation to pay before the parties resolve the fee disputes, if any.
- If PACTERA EDGE overpays you due to whatever reason, it has the right to deduct the overpaid amount from any other payments due to YOU.
- The independent contractor will be either paid in USD or RRB or any other currency, at Pactera EDGE’s sole discretion, depending on the project they choose and are qualified to work on.
2.3 No Obligation to Others
Other than the payment for Services specified in this Agreement, neither YOU nor your employees, agents, or subcontractors shall be entitled to any direct or indirect payment for Services performed under this Agreement.
2.4 No Obligation to Pay Expenses
YOU shall be responsible for any and all of your out-of-pocket expenses, including without limitation, travel and other business expenses incurred by you or your own employees, agents, or subcontractors in the performance of the Services under this Agreement. Neither PACTERA EDGE nor the Project Owners shall be liable for any expense incurred by you or your employees, agents, or subcontractors to carry out the duties under this Agreement.
All payments made pursuant to this Agreement shall be without deductions based on any taxes or withholdings, including but not limited to state or federal income taxes, workers’ compensation premiums, or Social Security or Medicare taxes.
- For US taxpayers, at the end of the calendar year, PACTERA EDGE will furnish You with a Form 1099 (or its equivalent) for any payments made to you pursuant to this Agreement.
- For China taxpayers only, if withholding of any tax is required under law in respect to any payment by PACTERA EDGE to you hereunder, PACTERA EDGE shall (i) withhold the appropriate amount from such payment and (ii) pay such amount to the relevant taxing entity as required by law.
YOU acknowledge that, as an independent contractor, YOU may be required by law to make payments against estimated income or other taxes due to federal, state, and other governments.
YOU will be solely responsible for reporting and paying all taxes on all payments made under this Agreement and agree to and will indemnify and hold PACTERA EDGE and the Project Owners harmless with respect to any such taxes that may be assessed by any government.
- CONFIDENTIALITY OF INFORMATION, INDEMNIFICATION
YOU agree that all representations, warranties, covenants, and promises made to protect PACTERA EDGE’s rights and interests shall extend to PACTERA EDGE’s client(s) and to protect the rights and interests of PACTERA EDGE’s client(s).
YOU shall not disclose to any non-party to this Agreement, any and all confidential information of the other. Confidential information is information which relates to PACTERA EDGE’s and your research, development, trade secrets, or business affairs, but does not include information which is generally known or easily ascertainable by non-parties in the course of ordinary business dealings. You hereby acknowledge that during the performance of this Agreement, you may learn or receive confidential PACTERA EDGE information and confidential information of PACTERA EDGE’s client(s) (if applicable) and therefore YOU hereby confirm that all such information relating to this Agreement, PACTERA EDGE’s business, and PACTERA EDGE client(s)’ business will be kept confidential by You.
YOU will keep in strictest confidence, and will not at any time during the term of this Agreement or after disclose or divulge to any person, firm, entity, or corporation, or use, directly or indirectly, for your own benefit or the benefit of others, any information which in good faith and good conscience ought to be treated as confidential information including but not limited to information relating to the software developed by PACTERA EDGE, information as to sources of, and arrangements for, hardware supplied to you or client(s) of PACTERA EDGE, submission and proposal procedures of PACTERA EDGE, contact lists, or any other confidential information or trade secrets respecting the business or affairs of PACTERA EDGE which You may acquire or develop in connection with or as a result of the performance of your services under this Agreement. In the event of an actual or threatened breach by you of the provisions of this paragraph, you agree that PACTERA EDGE shall be entitled to injunctive relief restraining you from the breach or threatened breach. Nothing herein shall be construed as prohibiting PACTERA EDGE from pursuing any other remedies available to PACTERA EDGE for such breach or threatened breach, including the recovery of damages from you.
Besides whatever agreed in these Terms and Conditions, YOU specifically agree that you will be bound by the Non-Disclosure Agreement attached as Exhibit A of this Agreement.
YOU agree to indemnify, defend, and hold harmless PACTERA EDGE, and its affiliates, predecessors, successors, and assigns, and their respective officers, directors, shareholders, partners, managers, employees, agents, successors and assigns from and against any and all third-party(s) claims, liabilities, losses, costs, damages, penalties, taxes, or expenses (including attorneys’ fees and costs) (collectively “Losses”) arising from or in any way connected with: (i) your performance of the Services; and/or (ii) your breach of any of your obligations, representations or warranties under this Agreement.
- Return of Materials Following Termination or Expiration
Upon termination, expiration or completion of services, YOU shall return to PACTERA EDGE all documentary information or materials received from PACTERA EDGE relating to the services provided by you pursuant to this Agreement. Following termination, neither You nor any of your employees, agents, or subcontractors shall retain any written or electronic files or other tangible or intangible materials containing any confidential information of PACTERA EDGE, nor will You use or exploit such material without first obtaining PACTERA EDGE’s written permission.
The representations and warranties contained herein shall survive termination of the Agreement.
- GENERAL PROVISIONS
Your rights hereunder shall not be assigned or transferred without PACTERA EDGE’s prior written consent. Any assignment without PACTERA EDGE’s prior written consent shall be null and void.
Pactera EDGE shall have the right to assign the agreement to any affiliate without notice to users.
5.2 Entire Agreement
This Agreement, including Exhibit(s) (if used), sets forth the entire understanding between the Parties and may not be amended except in writing signed by both of them. The provisions of Sections 3 and 4, and any warranty provided therein, shall survive the expiration or termination of this Agreement.
YOU acknowledge that irreparable injury will result to PACTERA EDGE if you breach any of the covenants contained in this Agreement. Therefore, you expressly agree that in the event of any such breach or threatened breach, PACTERA EDGE shall be entitled to an injunction to restrain further breach of that covenant by you or any of your employees, agents, or subcontractors, or any persons acting for or with You, in addition to any other rights or remedies available to it, at law or in equity.
5.4 Governing Law
The rights and obligations of the Parties shall be governed by the laws of the state of Washington, USA.
5.5 Arbitration; Settlement of Disputes
Any and all disputes concerning this Agreement, or its breach shall be submitted to Judicial Dispute Resolution, LLC, currently located in Seattle, Washington, and thereby settled by binding arbitration. The place of arbitration is Seattle. Costs of arbitration shall be paid equally by the parties.
If any court or tribunal of competent jurisdiction determines that any provision of this Agreement is illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.