1. Definitions
- Company: Worca, Inc., a Delaware corporation located at 202 Bicknell Ave, Santa Monica, CA 90405
- Client: The entity or individual specified in the Engagement Letter
- Terms of Service: This comprehensive agreement outlining conditions between Company and Client
- Engagement Letter: The preliminary written agreement that clients execute to be bound by these Terms
- Affiliates: Local entities, subsidiaries, or partners that assist with EOR services in their respective jurisdictions
- Employee: An individual employed by the Company or its Affiliates to fulfill job duties assigned by the Client
2. Relationships
The Company operates as an independent contractor. This arrangement does not establish any partnership, joint venture, or employer-employee relationship between Company and Client.
3. Employer of Record Service
The Company manages comprehensive employment responsibilities including onboarding, payroll, benefits, and legal compliance.
3.1 Employee Onboarding
- Prepares and manages employment contracts compliant with local laws
- Collects required legal documentation from employees
- Conducts eligibility verification and background checks
- Ensures privacy compliance during verification processes
3.2 Payroll Management
- Calculates and distributes wages accurately and timely
- Handles tax withholdings and compliance obligations
- Maintains comprehensive records and provides regular reporting
3.3 Benefits Administration
- Manages benefits enrollment and program administration
- Acts as intermediary with benefits providers
- Ensures compliance with benefits regulations
- Maintains detailed benefits documentation
3.4 Tax Compliance
The Company handles accurate tax withholding and remittance for both employee and employer obligations, maintains compliance with all tax regulations, and manages tax inquiries from employees and authorities.
3.5 Employment Law Compliance
- Maintains thorough understanding of local labor laws
- Monitors and responds to legal changes proactively
- Provides guidance on employment practices and policies
- Mitigates legal risks through compliance
3.6 Employee Relations and Support
- Serves as primary contact for employee inquiries
- Manages conflicts and grievances impartially
- Supports employees navigating workplace challenges
- Fosters positive work environments
3.7 Termination and Offboarding
- Manages compliant termination processes
- Conducts exit interviews and final payroll processing
- Handles benefits termination
- Collects company equipment
3.8 Record Keeping and Reporting
Maintains meticulous employment records and provides comprehensive reporting to ensure transparency and compliance.
3.9 Legal and Regulatory Updates
Proactively informs clients of employment law changes and advises on necessary compliance adjustments.
4. Asset Management Service
The Company manages physical assets for clients in countries with employees, including:
- Ordering and provisioning of equipment (laptops, devices, etc.)
- Logistical coordination for asset delivery
- Asset tracking and inventory management
- Support and maintenance coordination
5. Collaboration and Client Responsibilities
5.1 Client’s General Obligations
Clients must provide:
- Accurate and timely information for EOR services
- Adherence to established processes and procedures
- Open and effective communication
- Active collaboration in problem-solving
- Prompt financial transactions
- Compliance with legal and regulatory requirements
- Respect for employment policies
5.2 Onboarding a New Employee
The Client is required to provide detailed information about new employees at least 3 working days in advance of the expected start date.
The Company prepares compliant offer letters or employment agreements that cannot be frequently modified.
5.3 Terminating an Employee
The Client must provide at least 5 working days’ notice to the Company for employee terminations. Clients are responsible for termination costs including unused PTO and severance.
5.4 Updating Employee Information
Clients must update employee information within 3 working days of changes. Salary adjustments take effect in the subsequent payroll cycle.
5.5 Handling Employee Grievances
Clients must promptly inform the Company of grievances and collaborate actively in investigations following predefined procedures.
5.6 Reporting Workplace Incidents
The Client is responsible for promptly reporting any workplace incidents or accidents to the Company, ideally within 24 hours of the occurrence.
5.7 Annual Performance Review
Clients must conduct annual performance assessments and submit comprehensive review documents to the Company.
5.8 Equipment Ordering and Management
Clients initiate equipment requests with detailed specifications using designated forms. The Company handles procurement and delivery.
6. Platform
6.1 Access and Usage
The Company provides clients and employees access to a proprietary platform for managing employee information, payroll, benefits, and HR functions.
6.2 Basic Terms of Use
Users must:
- Respect confidentiality and adhere to security protocols
- Ensure accurate and responsible information entry
- Comply with all usage policies and guidelines
6.3 Client’s Agreement for Platform Use
Clients agree to perform EOR-related actions through the platform and acknowledge that efficient use of the Platform is crucial for the effective delivery of EOR services.
6.4 Support and Training
The Company provides initial training and ongoing support for platform proficiency.
7. Fees
7.1 Employer of Record Fees
Clients pay a fixed Management Fee detailed in the Engagement Letter, exclusive of VAT. Adjustments notify clients of changes resulting from legal, regulatory, or collective agreement changes.
7.2 Total Cost of Employment (TCE)
TCE includes comprehensive costs covering salaries, bonuses, incentives, taxes, levies, and benefits (disability, sick leave, life insurance, pension, severance, PTO).
7.3 Additional Fees
Additional charges include:
- Client-approved expenses (travel, allowances, equipment reimbursement)
- Costs and expenses related to EOR services, excluding those solely from Company violations
- Indirect taxes (VAT, GST, consumption tax, stamp tax, sales tax)
- Agreed-upon charges (visa applications, translations, IP registrations)
7.4 Changes in Management Fees
The Company may increase Management Fees annually with 30 days’ written notice. Clients can terminate services within 30 days to avoid increases.
8. Payment Terms
8.1 Invoices
Invoicing occurs in the month preceding employee payments. Additional invoices or credit notes may follow after employee payments. Invoices are due within 15 days of receipt.
8.2 Payment Charges
Additional charges may apply for payment methods and foreign exchange transaction fees or margins.
8.3 Late Fees
Unpaid amounts after 15 days incur interest at 1.5% monthly or the maximum legal rate, whichever is lower.
8.4 Security Deposit
The Company may require reserves or standby letters of credit. The Company may offset fees owed against reserves.
8.5 Service Suspension
Failure to pay reserves or late fees allows the Company to immediately suspend or terminate services.
9. Intellectual Property Protection
9.1 Full Ownership of Intellectual Property
The Company guarantees that all Intellectual Property (IP) generated or developed by Employees under the Employer of Record services is owned by the Client.
9.2 Definition of Affiliates
Affiliates are entities legally associated with the Company, including subsidiaries and partners.
9.3 Scope of Works
Works encompass all creative and development output produced by employees engaged by the Client.
9.4 Comprehensive Intellectual Property Rights
IP Rights cover patents, copyrights, trademarks, designs, and trade secrets. Employment agreements transfer all such rights, including renewals and moral rights, to the Client.
10. Our Affiliates
10.1 Overview of Affiliates
The Company collaborates with local Affiliates to facilitate effective EOR services and ensure compliance with local laws.
10.2 Relationship with the Client
Affiliates’ relationship with clients is governed through the Company. The Company remains the primary contact.
10.3 Responsibilities of Affiliates
Affiliates ensure local compliance with employment laws, tax regulations, and labor standards, handling local payroll, benefits, and compliance aspects.
10.4 Client’s Interaction with Affiliates
Direct client-Affiliate interaction is not typically necessary; the Company handles coordination.
10.5 Quality Assurance and Oversight
The Company maintains strict quality control and conducts regular audits of Affiliates.
11. Miscellaneous
11.1 Governing Law, Jurisdiction, and Venue
The Agreement is governed by California law. Legal actions must be instituted exclusively in federal or state courts in California.
11.2 Arbitration
Disputes are resolved through arbitration according to American Arbitration Association rules, conducted in California in English. Arbitration decisions are final and binding.
11.3 Information Right
The Company retains rights to store and use service-related data. Records are retained for a minimum of 5 years from creation or termination date.
11.4 Confidential Information
Both parties must safeguard confidential information and not disclose to third parties without written consent. Obligations continue after termination.
11.5 Indemnification
Both parties indemnify each other from third-party claims arising from breach of obligations, representations, or warranties.
11.6 Non-Solicitation
For 12 months following termination, neither party may solicit, induce, recruit, or encourage the other’s employees or contractors without written consent.
11.7 Force Majeure
Neither party is liable for failures due to unforeseen events beyond reasonable control, including natural disasters, war, terrorism, civil unrest, strikes, or communication disruptions.
11.8 Entire Agreement
This Agreement and the Engagement Letter constitute the complete understanding and supersede all prior negotiations and agreements.
11.9 Amendment
Changes must be in writing and signed by both parties.
11.10 Waiver
No waiver of any term constitutes continuing waiver of that or other terms.
11.11 Assignment
Neither party may assign rights or obligations without prior written consent.
11.12 Survival
Provisions continuing post-termination include Confidential Information, Indemnification, and Non-Solicitation clauses.
11.13 Counterparts
The Agreement may be executed in multiple counterparts, each deemed an original.