Terms & Conditions

1. Services

DimeRepublic provides talent acquisition and staffing solutions, connecting businesses with remote professionals based in Pakistan. Our comprehensive services include:

• Talent sourcing, rigorous screening, interviewing, and placement of qualified professionals across multiple disciplines.
• Payroll management, benefits administration, and local compliance support for remote employees and contractors.
• Performance monitoring, quality assurance, and ongoing account management to ensure successful engagements.
• Consulting and advisory services related to remote team building, organizational design, and operational best practices.
• Cultural integration and onboarding support to facilitate effective collaboration between clients and placed talent.

2. Intellectual Property Rights

The ownership of intellectual property arising from our engagement is as follows:

• Work Product: All work product, deliverables, code, designs, documentation, and other materials created by placed talent specifically for the Client during the engagement shall be owned exclusively by the Client, provided that all fees due to DimeRepublic have been paid in full.
• DimeRepublic IP: DimeRepublic retains all right, title, and interest in and to its proprietary methodologies, recruitment processes, assessment tools, software platforms, business processes, and know-how used in delivering services, whether or not developed specifically for the Client.
• Pre-Existing IP: Each party retains ownership of all intellectual property developed prior to the engagement or developed independently of the engagement.
• License: To the extent that DimeRepublic's pre-existing IP is incorporated into any work product, DimeRepublic grants the Client a perpetual, non-exclusive, royalty-free license to use such IP as part of the work product.

3. Client Obligations

As a client engaging our services, you agree to:

• Provide accurate, complete, and timely information about your requirements, business needs, and expectations to enable effective talent matching.
• Respond promptly to candidate submissions and interview requests to avoid delays in the placement process.
• Provide necessary access, equipment, and resources to enable placed talent to perform their duties effectively.
• Maintain a professional, respectful, and inclusive work environment free from discrimination and harassment.
• Make timely payments in accordance with the agreed payment schedule and provide accurate billing information.
• Comply with all applicable laws and regulations in your jurisdiction, including employment, tax, and data protection laws.
• Not directly solicit or hire any talent introduced by DimeRepublic outside of our engagement terms for a period of 12 months following the introduction.

4. Payment Terms

The following payment terms apply to all services provided by DimeRepublic:

• Fee Structure: All fees are quoted in United States Dollars (USD) and are exclusive of applicable taxes, levies, and duties, which will be added to invoices as required by law.
• Invoicing Schedule: Service fees are invoiced monthly in advance on the first business day of each calendar month. One-time fees (e.g., setup fees, recruitment fees) are invoiced upon commencement of services or placement.
• Payment Due Date: All invoices are due and payable within 15 calendar days of the invoice date. Payments must be made in full without any deduction, offset, or withholding.
• Late Payment: Late payments will accrue interest at a rate of 1.5% per month (or the highest rate permitted by law, whichever is lower) on the outstanding balance from the due date until payment is received.
• Accepted Payment Methods: Payments may be made via bank wire transfer, ACH direct deposit, or credit card (Visa, Mastercard, American Express). Credit card payments may be subject to a processing fee.
• Currency Conversion: For payments made from non-USD accounts, the client is responsible for all currency conversion fees and exchange rate fluctuations.
• Disputed Invoices: Any invoice disputes must be raised in writing within 10 business days of the invoice date. Clients must pay all undisputed portions of an invoice on time.

5. Confidentiality

Both parties agree to maintain the strict confidentiality of all proprietary information disclosed during the engagement. Confidential information includes, but is not limited to:

• Business strategies, financial data, pricing models, and operational processes.
• Client data, customer lists, and candidate information.
• Technical specifications, trade secrets, and proprietary methodologies.
• Contract terms, service levels, and performance metrics.

Each party agrees to: (a) use confidential information solely for the purposes of the engagement; (b) restrict access to confidential information to those employees and contractors who have a need to know; (c) maintain appropriate physical and electronic security measures to protect confidential information; and (d) not disclose confidential information to any third party without the prior written consent of the disclosing party. These confidentiality obligations survive the termination of this agreement for a period of five years, or indefinitely for trade secrets.

6. Limitation of Liability

To the maximum extent permitted by applicable law:

• Cap on Liability: DimeRepublic's total aggregate liability arising from or relating to these Terms, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by the Client to DimeRepublic in the 12-month period immediately preceding the event giving rise to the claim.
• Exclusion of Consequential Damages: In no event shall either party be liable to the other for any indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of profits, loss of revenue, loss of business opportunity, loss of data, or cost of procurement of substitute services, even if advised of the possibility of such damages.
• No Warranty of Uninterrupted Service: We do not guarantee that our services will be uninterrupted, error-free, secure, or free from viruses or other harmful components. Services are provided on an "as is" and "as available" basis.
• Talent Performance: We are not responsible for the actions, omissions, or performance of placed talent beyond our replacement guarantee as set forth in our Refund & Cancellation Policy. Our liability for any placement is limited to providing a replacement or refund as specified in that policy.
• Force Majeure: Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemic, government actions, or internet service disruptions.

7. Indemnification

The Client agrees to indemnify, defend, and hold harmless DimeRepublic, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• The Client's use of the services in violation of these Terms or applicable law.
• The Client's violation of any third-party rights, including intellectual property, privacy, or contractual rights.
• Any content, materials, or instructions provided by the Client to DimeRepublic or placed talent.
• The Client's failure to comply with applicable employment, tax, or labor laws regarding placed talent.
• Any dispute between the Client and placed talent regarding employment terms, working conditions, or termination.

8. Termination

Either party may terminate the engagement under the following conditions:

• Termination for Convenience: Either party may terminate the agreement at any time by providing 30 days' prior written notice to the other party.
• Termination for Cause: Either party may terminate immediately upon written notice if the other party commits a material breach of these Terms that remains uncured for 14 calendar days after receipt of written notice specifying the breach.
• Termination for Insolvency: Either party may terminate immediately if the other party becomes insolvent, files for bankruptcy, makes an assignment for the benefit of creditors, or ceases operations.
• Partial Termination: The Client may reduce the number of placed professionals upon 15 days' written notice, subject to any applicable minimum commitment periods.
• Effect of Termination: Upon termination: (a) all outstanding fees and charges become immediately due and payable; (b) each party shall return or destroy the other party's confidential information; (c) the Client shall pay for all services rendered up to the effective date of termination; and (d) Sections 2, 5, 6, 7, 8, 9, 10, and 12 shall survive termination.

9. Dispute Resolution

Any disputes arising from or relating to these Terms or the services provided shall be resolved as follows:

• Informal Resolution: The parties agree to first attempt to resolve any dispute through good-faith negotiations. Either party may initiate this process by providing written notice of the dispute to the other party.
• Mediation: If the dispute cannot be resolved informally within 30 days, the parties agree to submit the dispute to mediation administered by the American Arbitration Association (AAA) before resorting to arbitration.
• Arbitration: Any dispute not resolved through mediation shall be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of the AAA. The arbitration shall take place in Atlanta, Georgia, USA, and judgment upon the arbitration award may be entered in any court having jurisdiction.
• Class Action Waiver: All disputes shall be arbitrated on an individual basis, and neither party may bring claims as a class, representative, or private attorney general action.

10. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Georgia, USA, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Atlanta, Georgia for any legal action arising from these Terms that is not subject to the arbitration provisions above.

11. Entire Agreement and Amendment

These Terms, together with any exhibits, schedules, and the applicable DPA, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral. No amendment to these Terms shall be effective unless in writing and signed by both parties. DimeRepublic reserves the right to modify these Terms at any time, with changes effective upon posting to our website. Continued use of services after such changes constitutes acceptance of the modified Terms.

12. Contact

For questions about these Terms or to provide notice, please contact us at:

• Email: contact@dimerepublic.com
• Phone: +1 (470) 555-0198
• Website: www.dimerepublic.com
• Address: 100 Peachtree Street NW, Suite 1500, Atlanta, GA 30303, USA