Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a binding agreement between you ("Client," "you," or "your") and Ustaff360.ca ("Ustaff360.ca," "we," "us," or "our"), a remote staffing company based in Toronto, Ontario, Canada. By accessing our website at ustaff360.ca, using a system separately provisioned for your engagement, or engaging our staffing services, you agree to be bound by these Terms. If you do not agree, do not use our services.

2. Description of Services

Ustaff360 provides remote staffing solutions that connect businesses with vetted remote talent. Our services include sourcing, screening, and placing remote professionals across various roles including but not limited to executive assistants, software developers, video editors, UI/UX designers, project managers, paralegals, IT and network staff, CAD designers, and accountants and bookkeepers. Engagement-specific telephony, communication, portal, or UCon360 options are included only when they are available, production-ready for the intended use, and stated in the applicable service agreement.

3. Client Accounts

If a system is separately provisioned for your engagement, you may need to create an account for that system. The public Ustaff360.ca portal is not currently active. You are responsible for maintaining the confidentiality of credentials issued to you and for activity under your account. You agree to provide accurate, current, and complete registration information and to notify us promptly of suspected unauthorized use.

4. Engagement and Hiring

When you engage our staffing services, the following process applies:

• You submit your staffing requirements, including role description, skills, and experience needed
• We source and vet candidates from our talent pool
• We present you with pre-screened candidates for review
• Upon selection, the candidate begins working with your team within the agreed timeline
• The systems, access, communication methods, and support included in the engagement are stated in the applicable service agreement

5. Pricing and Payment

Ustaff360 operates on a flat monthly rate per team member, as agreed upon during the engagement process.

Billing: Invoices are issued monthly in advance. Payment is due within the timeframe specified on the invoice.

No Recruitment Fees: Our monthly rate is all-inclusive. There are no separate recruitment fees, placement fees, or hidden charges.

Late Payments: Late payments may result in suspension of services. We reserve the right to charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by law.

Taxes: All fees are exclusive of applicable taxes, which will be added to invoices as required by law.

6. Contract Terms and Cancellation

All staffing engagements are month-to-month with no long-term contracts required. Either party may cancel services by providing written notice before the start of the next billing cycle. Upon cancellation, you remain responsible for all fees incurred through the end of the current billing period. Ustaff360 may terminate services immediately if you breach these Terms or fail to make required payments.

7. Staffed Personnel

Employment Relationship: Staffed personnel provided through Ustaff360 are employees or contractors of Ustaff360, not of the Client. Ustaff360 handles all employment-related matters including payroll, benefits, taxes, and compliance.

Non-Solicitation: During the term of your engagement with Ustaff360 and for twelve (12) months following termination, you agree not to directly hire, solicit, or engage any Ustaff360 staffed personnel outside of your Ustaff360 engagement without our prior written consent.

Performance: While we thoroughly vet all candidates, Ustaff360 does not guarantee specific outcomes or results. If you are unsatisfied with a staffed team member, we will work with you to find a suitable replacement at no additional cost.

8. Client Responsibilities

As a Client, you agree to:

• Provide a safe and professional working environment for staffed personnel
• Clearly communicate expectations, deadlines, and requirements
• Not subject staffed personnel to abusive, discriminatory, or unlawful treatment
• Use the communication methods, systems, permissions, and safeguards agreed for the engagement
• Maintain confidentiality of proprietary processes and information shared by Ustaff360
• Comply with all applicable laws and regulations in your use of our services

9. Intellectual Property

Work product created by Ustaff360 staffed personnel during the course of their engagement with you ("Work Product") shall be owned by you, subject to full payment of all applicable fees. Ustaff360 retains ownership of its own pre-existing technology, processes, methodologies, and intellectual property; third-party systems remain subject to their owners’ terms. You grant Ustaff360 a limited license to use anonymized data and case studies for marketing purposes, unless you opt out in writing.

10. Confidentiality

Both parties agree to keep confidential all non-public information obtained through the engagement. This includes but is not limited to business strategies, financial information, customer data, proprietary processes, and trade secrets. Ustaff360 requires all staffed personnel to sign confidentiality agreements. This obligation survives termination of the engagement for a period of three (3) years.

11. Data Protection

Data protection responsibilities depend on the services, providers, systems, permissions, and configurations included in the engagement. Before client data is connected to separately provisioned technology, the approved sources, purposes, providers, hosting and processing locations, permissions, access controls, encryption, retention, deletion, logging, backup, recovery, support, and other applicable safeguards and responsibilities must be documented; no blanket Canadian or United States residency or end-to-end encryption is promised. Our handling of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference.

12. Limitation of Liability

To the maximum extent permitted by law, Ustaff360 shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business opportunities, arising out of or related to your use of our services. Ustaff360's total aggregate liability under these Terms shall not exceed the total fees paid by you in the twelve (12) months preceding the claim.

13. Indemnification

You agree to indemnify, defend, and hold harmless Ustaff360 and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to your use of our services, your violation of these Terms, or your violation of any rights of a third party.

14. Disclaimer of Warranties

Our services are provided "as is" and "as available" without warranties of any kind, either express or implied. We do not warrant that our services will be uninterrupted, error-free, or completely secure. While we make reasonable efforts to vet all candidates and maintain service quality, we disclaim all warranties including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

15. Force Majeure

Neither party shall be liable for failure to perform its obligations under these Terms if such failure results from circumstances beyond the reasonable control of the party, including but not limited to natural disasters, pandemics, war, terrorism, government actions, internet outages, or other events of force majeure.

16. Governing Law and Disputes

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions. Any disputes arising under these Terms shall be resolved through good faith negotiation. If a dispute cannot be resolved amicably, it shall be submitted to binding arbitration in Suffolk County, New York, in accordance with the rules of the American Arbitration Association.

17. Modifications

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website and updating the "Last updated" date. Continued use of our services after such modifications constitutes your acceptance of the revised Terms.

18. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect.

19. Entire Agreement

These Terms, together with our Privacy Policy and any applicable service agreements, constitute the entire agreement between you and Ustaff360 regarding your use of our services and supersede all prior agreements and understandings.

20. Contact Us

If you have questions about these Terms of Service, please contact us:

Ustaff360.ca · 74 Alford Crescent, Toronto, Ontario, Canada, M1B 4C2 · info@ustaff360.ca · +1 (631) 246-0111