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Terms of Use

Please read these Terms of Use carefully before accessing or using VeStaff services and platform features.

1. Nature of the Platform

VeStaff provides a platform (the "Platform") designed to facilitate talent engagement and acquisition by connecting employers ("Employer") with remote professionals ("Talent").

No Employment Agency: The Platform is a technology tool. Unless otherwise stated in a signed Master Services Agreement (MSA), VeStaff does not act as an employer or insurance provider for the Talent.

Consultancy Role: We may provide advisory services or matching algorithms, but the final decision to engage rests solely with the Employer.

2. Account Registration and Security

To access certain features, you must register for an account.

  • Verification: You agree to provide accurate and complete information. Users are responsible for maintaining the confidentiality of their credentials.
  • Unauthorized Access: You must immediately notify VeStaff of any security breach or unauthorized use of your account.
  • Remote Work Compliance: Talent are responsible for ensuring they have the legal right to work in their respective jurisdictions.

3. Acceptable Use Policy

Users of the Platform are strictly prohibited from:

  • Bypassing the Platform: Employers and Talent may not use the Platform to initiate contact and then circumvent the Platform to avoid fees or service agreements (Disintermediation).
  • Infrastructure Attacks: Attempting to reverse-engineer the matching algorithm, scraping data, or introducing malicious code.
  • Misrepresentation: Creating "ghost" profiles or falsifying technical credentials/certifications.

4. Intellectual Property (IP) Rights

  • Platform IP: The software, UI/UX design, database structures, and matching logic are the exclusive property of VeStaff.
  • Work Product: Ownership of work produced by Talent for Employers is governed by the specific contract between those two parties. VeStaff claims no ownership over the Work Product created via the Platform.
  • License to Use: By uploading a profile or job description, you grant us a limited license to host and display that content to facilitate the "match."

5. Fees and Payments

  • Service Fees: Use of the platform may involve subscription fees, success fees, or percentage-based commissions.
  • Taxes: Talent and Employers are responsible for their own tax obligations, depending on their jurisdiction.

6. Vetting and Background Checks

While VeStaff may use proprietary skills assessment or AI-driven vetting to rank Talent, we do not guarantee the performance of any individual.

  • Due Diligence: Employers are encouraged to perform their own background checks and technical interviews before engagement.
  • No Warranty: We provide the Platform "as is" and do not warrant that any specific Talent will meet the Employer's project requirements.

7. Limitation of Liability

To the maximum extent permitted by law, VeStaff shall not be liable for:

  • Professional Disputes: Any disputes regarding the quality of work, deadlines, or payments between the Employer and Talent.
  • System Downtime: Losses resulting from temporary platform outages or data breaches caused by third-party hosting providers.
  • Indirect Damages: Any lost profits, data loss, or "cost of cover" for replacement talent.

8. Confidentiality & Non-Disclosure

Users may be exposed to "Confidential Information" (e.g., proprietary source code, business strategies).

  • All users agree to maintain strict confidentiality of any data accessed through the Platform.
  • Specific NDAs between Employer and Talent are recommended and are the responsibility of the users to execute.

9. Termination

We reserve the right to suspend or terminate accounts for violations of these terms, including non-payment of fees or "off-platform" hiring attempts.

10. Governing Law

These Terms shall be governed by the laws of your State/Province and Country. Any legal action must be brought in the courts of Your City/State/Province and Country.

Data Processing Addendum (DPA)

1. Scope and Applicability

This DPA applies when VeStaff ("Processor") processes Personal Data on behalf of the Employer ("Controller") or the Talent ("Data Subject") during the use of the Talent Engagement Platform. It is incorporated by reference into the Terms of Use.

2. Roles of the Parties

  • Controller: The Employer, who determines the purpose of seeking talent and the criteria for engagement.
  • Processor: VeStaff, which provides the infrastructure, database, and matching algorithms to process this information.
  • Data Subject: The remote worker/talent, whose professional history, contact details, and identity are stored on the platform.

3. Categories of Data Processed

The Personal Data processed under this agreement includes:

  • Identification Data: Name, date of birth, government IDs (where required for vetting).
  • Professional Data: Resume/CV, GitHub profiles, portfolio links, technical assessment scores, and interview recordings.
  • Financial Data: Tax IDs, bank account details for payment processing, and billing addresses.
  • Technical Data: IP addresses, device identifiers, and login metadata for platform security.

4. Obligations of the Processor

VeStaff agrees to:

  • Process Only on Instruction: We will only process data to provide the services outlined in the Terms of Use.
  • Confidentiality: Ensure that all employees and sub-processors authorized to handle data have committed themselves to strict confidentiality.
  • Security Measures: Implement industry-standard technical and organizational measures (e.g., encryption at rest, TLS for data in transit, MFA) to protect against unauthorized access.

5. International Data Transfers

If Talent is located in the EU/UK and the Client is in the US (or vice versa), the parties agree to abide by the Standard Contractual Clauses (SCCs) or the Data Privacy Framework, or the data transfer protocol of a governing jurisdiction not referenced here, to ensure an adequate level of protection for the data transferred.

6. Sub-Processors

By using the platform, you authorize VeStaff to use sub-processors (such as AWS for hosting, Stripe for payments, or Zoom for interviews).

  • We maintain a list of all sub-processors and will notify you of any changes.
  • We remain fully liable for the data protection performance of our sub-processors.

7. Data Subject Rights

We provide tools within the platform to help you fulfill your obligations under privacy laws, including:

  • Right to Access/Portability: Allowing Talent to download their profile data.
  • Right to Erasure ("Right to be Forgotten"): Procedures to delete account data upon request, subject to legal retention requirements.

8. Data Breach Notification

In the event of a security breach affecting Personal Data, VeStaff will notify the affected parties without undue delay (typically within 48–72 hours) and provide a detailed report of the incident and mitigation steps.

9. Non-Circumvention and Usage Violation

9.1 Exclusive Relationship: For a period of [e.g., 24 months] following the date an Employer is introduced to a Talent through the Platform (the "Exclusivity Period"), Employer and Talent agree to use the Platform as their exclusive method to communicate, invoice, and receive all payments for work directly or indirectly arising from that introduction. This exclusivity period ends upon execution of all payments and the successful hiring and onboarding of Talent by Employer.

9.2 Prohibition of Direct Hiring: During the Exclusivity Period, Employer shall not, directly or indirectly, solicit for employment or engage as an independent contractor any Talent introduced via the Platform, except through the Platform's designated payment and engagement systems.

9.3 Usage Violation Reporting Requirement: If an Employer or Talent is approached by the other party to share contact information or handle payments outside the Platform during the Exclusivity Period, the approached party agrees to notify VeStaff immediately.

9.4 Enforcement and Liquidated Damages: Violation of this section is a material breach of these Terms. In the event of a breach, the breaching party (or parties, jointly and severally) shall be liable to VeStaff for the full Conversion Fee, plus any reasonable legal fees and costs incurred in collecting such fees.

Talent Code of Conduct

As a remote professional on the VeStaff platform, you represent a curated tier of technical expertise. To maintain the integrity of the marketplace and ensure successful engagements, you agree to the following standards:

1. Professionalism & Communication

  • Response Times: Talent shall respond to Employer inquiries and Platform notifications within 24 hours.
  • Transparency: Be honest about your skill levels and availability. Do not overcommit to multiple projects if it will degrade the quality of work for any single Employer.
  • Respectful Interaction: Maintain a professional demeanor in all communications. Harassment, discrimination, or abusive language will result in immediate account suspension.

2. Technical Excellence & Deliverables

  • Quality Standards: All code and deliverables must meet the specific requirements outlined in the Statement of Work (SOW).
  • Documentation: Unless otherwise specified, Talent is expected to provide clear documentation for all technical work (e.g., README files, inline comments, API documentation).
  • Testing: Deliverables should be reasonably tested and free of "low-hanging" bugs or security vulnerabilities before submission for Employer review.

3. Security & Data Integrity

  • Credential Management: Never share Employer server credentials, API keys, or database access outside of the Employer's approved secure environment.
  • No Malicious Code: You are strictly prohibited from intentionally introducing "backdoors," logic bombs, or any malicious software into an Employer's codebase.
  • Environment Security: Ensure your local development environment is secure, encrypted, and free of malware when working on Employer data.

4. Intellectual Property & Originality

  • Plagiarism: All work must be original or utilize properly licensed open-source components. You must disclose the use of third-party libraries to the Employer.
  • AI Disclosure: If you use Generative AI tools (e.g., GitHub Copilot, ChatGPT) to assist in coding, you must ensure the resulting output does not violate third-party IP rights and meets the Employer's security standards.
  • IP Transfer: Upon payment, you agree to execute any necessary documents to formally transfer the agreed-upon Intellectual Property to the Employer.

5. Conflict of Interest

  • Direct Solicitation: You shall not attempt to solicit Employers for work outside of the Platform during the Exclusivity Period (as defined in the Non-Circumvention Clause).
  • Side Projects: You must disclose if you are working for a direct competitor of the Employer to prevent conflicts of interest.

Employer Code of Conduct & Responsibilities

To ensure the success of engagements and maintain a high-standard environment for remote professionals, all Companies (Employers) agree to the following obligations:

1. Clarity of Requirements

  • Detailed Briefing: Employer shall provide clear, written specifications for all projects. This includes technical requirements, preferred stacks, and clear "Definition of Done" criteria.
  • Scope Management: Employer acknowledges that significant changes to project scope after an engagement has begun may require an adjustment in fees or deadlines.

2. Timely Feedback & Access

  • Responsiveness: To prevent project stalls, Employer agrees to provide feedback on deliverables or answer Talent queries within [e.g., 48 business hours].
  • System Access: Employer is responsible for providing the Talent with necessary access to code repositories (e.g., GitHub, GitLab), cloud environments, or project management tools in a timely and secure manner.

3. Payment Integrity

  • Timely Approval: Employer shall not unreasonably withhold or delay approval of completed milestones.
  • Platform Exclusivity: Employer agrees to process all payments for Talent introduced via the Platform through the Platform's designated payment system, as outlined in the Non-Circumvention Clause.
  • Fee Transparency: Employer acknowledges that the total cost of an engagement includes the Talent's rate plus the Platform's service fees.

4. Professional Environment

  • Non-Discrimination: Employers must maintain a professional work environment free from harassment and discrimination.
  • Ethical Treatment: While Talent are independent contractors, Employers agree to treat them with the same professional respect as internal employees, including respecting agreed-upon "off-hours" or time-zone boundaries.

5. Security & Intellectual Property

  • Protection of Talent IP: Until full payment is made, the rights to the work product remain with the Talent (or the Platform, as per the agreement). Employer shall not use "pending" work product without fulfilling payment obligations.
  • Secure Offboarding: Upon completion of a project, Employer is responsible for revoking Talent access to all internal systems and sensitive data.