Terms of Service

Last Updated: 16/03/2025

These Terms of Service ("Terms") define the terms and conditions under which Wedey ("Wedey," "we," or "us") provides its platform and services to client companies ("Client," "you," or "your") for the recruitment and engagement of qualified tech talent for remote work.
These Terms constitute a legally binding agreement between Wedey and the Client. By accessing the Wedey platform or using its services, you agree to be bound by these Terms. If you do not accept these Terms, you may not use Wedey's services.

1. SERVICES AND OPERATION

1.1 Description of Services

Wedey is an AI-powered platform that enables companies to recruit qualified tech talent for remote work. The services include:

  • Talent Matching: Access to a global pool of verified and qualified tech talent.

  • Talent Evaluation: Rigorous selection process including technical tests, soft skills assessments, and reference checks.

  • Administrative Management: Wedey handles contract management, payments, and administrative aspects related to the talent.

  • Ongoing Support: Weekly check-ins with the talent and monthly reviews with the Client to ensure smooth collaboration.

1.2 Talent Engagement

Minimum Duration: Talents are engaged for a minimum period of 12 months, with a 1-month notice period for termination by the Client.

Talent Status: Talents are either employed by Wedey or contracted as freelancers. Wedey manages all administrative aspects, including remote work setup (hardware, software, etc.).

Flexibility: Wedey may offer contract adjustments based on the Client's specific needs after evaluation.

1.3 Talent Selection Process

Wedey applies a rigorous selection process to ensure the quality of talents:

  • Technical Tests: Validation of programming, software architecture, DevOps, and other technical skills tailored to the Client's requirements.

  • Soft Skills Assessment: Evaluation of professional communication, English proficiency, and teamwork capabilities. Talents are also assessed for their ability to adapt to a remote work environment.

  • Reference Checks: Verification of past experiences and professional recommendations. Wedey also conducts background checks to ensure the reliability of talents.

  • Work Environment Validation: Wedey ensures that the talent has the necessary tools and a stable internet connection to work effectively remotely.

1.4 Ongoing Support and Monitoring

Weekly Check-ins: Wedey conducts weekly check-ins with each talent to monitor their integration and performance. These check-ins include discussions on ongoing tasks, challenges faced, and any additional training or resources needed.

Monthly Reviews: A monthly review is conducted with the Client to evaluate the collaboration and address any issues. This review includes performance analysis, feedback, and improvement suggestions.

1.5 Trial Period and Refund

Duration: A 2-week trial period is provided for each engagement.

Conditions: During this period, the Client can evaluate the talent's performance and request a replacement at no additional cost if the talent does not meet expectations.

Replacement and Refund: If a replacement is requested, Wedey commits to providing a new talent within 15 days. If the Client does not wish to proceed with a replacement, a partial refund will be issued, calculated as follows: refund of the initial prepayment minus the days actually worked by the talent.

2. CLIENT OBLIGATIONS

2.1 Responsible Use of the Platform

The Client agrees to use the Wedey platform in a legal, ethical, and compliant manner. The Client must not discriminate against talents based on non-professional criteria (gender, origin, religion, etc.). Any violation of this clause may result in immediate suspension of the Client's account.

2.2 Payment of Services

The Client agrees to pay the service fees as specified in the invoice. Late payments will incur penalties in accordance with Estonian regulations. In case of prolonged non-payment, Wedey reserves the right to suspend services or terminate the contract.

2.3 Compliance with Contractual Terms

The Client agrees to comply with the terms of the engagement, including the minimum duration of 12 months and the 1 month notice period for termination. Early termination without respecting the notice period will result in additional fees.

3. BILLING AND PAYMENT

3.1 Payment Terms

Fees are billed monthly, unless an annual prepayment is made.
A 5% discount is offered for annual prepayments. This discount cannot be combined with other promotional offers.

Transparency of Costs: The monthly amount the Client is required to pay is clearly stated before the contract is signed. This amount includes all service fees, administrative management, and talent monitoring.

3.2 Late Payment Penalties

In case of late payment, penalties will be applied in accordance with Estonian regulations. Penalties are calculated at a rate of 1.5% per month on the outstanding amount, with a cap of 15% of the total invoice amount. These penalties are cumulative and apply until the payment is fully settled.

3.3 Invoice Disputes

Any invoice dispute must be notified to Wedey in writing within 15 days of receiving the invoice. After this period, the invoice is deemed accepted. Wedey commits to reviewing any dispute within 10 business days and providing a detailed response.

3.4 Annual Increase

Automatic Increase: A 10% increase is automatically applied each year upon contract renewal. This increase reflects inflation, evolving management costs, and the added value of Wedey's services.

Notification: The Client will be informed of this increase at least 30 days before the contract renewal date. If the Client does not wish to accept this increase, they may terminate the contract with a 1-month notice.

4. DURATION, TERMINATION, AND CONSEQUENCES

4.1 Duration of Engagements

Each engagement begins with a minimum 12-month contract, renewable.

The Client may terminate the contract with a 1-month notice. Termination must be notified in writing to Wedey.

4.2 Termination for Non-Payment

In case of non-payment for more than 30 days, Wedey may suspend or terminate the contract after written notice to the Client. The Client remains liable for all amounts due for the period of service already provided.

4.3 Consequences of Termination

Upon termination, the Client must pay all amounts due up to the effective termination date. If the termination is due to the Client's fault (e.g., non-payment), Wedey may charge additional fees to cover administrative costs and losses incurred.

5. CLIENT ACCOUNT AND PLATFORM ACCESS

5.1 Account Creation and Management

The Client is responsible for creating and managing their account on the Wedey platform.

The Client must ensure that all information provided during account creation is accurate and up to date.

The Client is solely responsible for maintaining the confidentiality of their account credentials (username, password, etc.). Any unauthorized use of the account must be reported to Wedey immediately.

5.2 Security and Unauthorized Access

Wedey implements robust security measures to protect the Client's account and data. However, the Client is responsible for ensuring that their account is not accessed by unauthorized parties.

Wedey reserves the right to suspend or terminate an account if there is evidence of fraudulent or unauthorized activity.

5.3 Account Modifications

The Client can modify their account settings, including billing information and contact details, through the platform.

Wedey is not liable for any changes made to the account by individuals with administrative access.

6. INTELLECTUAL PROPERTY

6.1 Ownership of Deliverables

All intellectual property rights in any deliverables created by the Talent ("Deliverables") during the engagement will become the property of the Client upon full payment of all fees due to Wedey.

Wedey hereby assigns to the Client, or its designee, all rights, title, and interest in and to the Deliverables, including all intellectual property rights, upon receipt of full payment.

6.2 Client Materials

The Client retains ownership of all materials, content, and data provided to Wedey or the Talent for the purpose of the engagement.

The Client represents and warrants that it has the necessary rights to use and provide such materials to Wedey and the Talent.

6.3 Wedey's Pre-Existing Intellectual Property

Wedey retains all rights to its pre-existing intellectual property, including software, tools, and methodologies used to provide the Services.

To the extent that Wedey's pre-existing intellectual property is incorporated into the Deliverables, Wedey grants the Client a non-exclusive, royalty-free, perpetual, and worldwide license to use such intellectual property solely in connection with the Deliverables.

6.4 Restrictions on Use of Wedey's Software

Any software provided by Wedey ("Software") is the exclusive property of Wedey. The Client is granted a limited, non-exclusive, non-transferable license to use the Software solely for the purpose of accessing and using the Services.

The Client agrees not to:
Copy, modify, or create derivative works of the Software.
Reverse engineer, decompile, or disassemble the Software.
Distribute, sublicense, or transfer the Software to any third party.

7. NON-SOLICITATION AND NON-COMPETITION

7.1 Prohibition on Direct Recruitment

The Client agrees not to directly or indirectly recruit, hire, or engage any Talent introduced by Wedey, whether through the platform or otherwise, for a period of 18 months after the end of the Talent's engagement with the Client.

This prohibition applies not only to Talents who have been engaged by the Client but also to any Talent whose profile the Client has viewed or interacted with on the Wedey platform.

Any attempt to circumvent this clause, including through third parties, will be considered a material breach of these Terms.

7.2 Conversion Fees

The Client may choose to hire a talent provided by Wedey.

Before the end of the 18-month non-solicitation period, the Client can acquire the talent’s contract by paying a conversion fee of 40,000 USD.

After 18 months, the Client is free to contact and hire the talent directly without any additional fees.

7.3 General Solicitations

General job postings or public advertisements that are not specifically targeted at Wedey. Talents are not considered a violation of this clause. However, any direct solicitation of Wedey Talents is strictly prohibited.

8. WARRANTIES

8.1 Client Warranties

The Client represents and warrants that:

  • It is a legally recognized business entity with the authority to enter into these Terms.

  • It will use the Services in compliance with all applicable laws and regulations.

  • It has the necessary rights to provide any materials or content to Wedey and the Talent.

8.2 Wedey Warranties

Wedey represents and warrants that:

  • Each Talent provided to the Client has been rigorously evaluated and possesses the skills and experience necessary to perform the Services competently.

  • The Services will be performed in a professional and workmanlike manner.

  • Wedey will comply with all applicable laws and regulations in providing the Services.

8.3 Disclaimer of Implied Warranties

Except as expressly stated in these Terms, Wedey makes no other warranties, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Wedey does not guarantee that the Services will be error-free or uninterrupted.

9. LIMITATION OF LIABILITY

9.1 Cap on Liability

Wedey's total liability to the Client for any claims arising out of or related to these Terms or the Services shall not exceed the total fees paid by the Client to Wedey in the 12 months preceding the date the claim arose.

9.2 Exclusion of Indirect Damages

In no event shall Wedey be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to lost profits, lost revenue, or business interruption, even if Wedey has been advised of the possibility of such damages.

9.3 Exceptions

The limitations of liability set forth in this section do not apply to:

  • Claims arising from Wedey's gross negligence, willful misconduct, or fraud.

  • Breaches of confidentiality obligations.

  • Claims related to intellectual property infringement.

10. INDEMNIFICATION

10.1 Indemnification by Wedey

Wedey agrees to indemnify, defend, and hold harmless the Client from and against any claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to:

  • Wedey's breach of these Terms.

  • Wedey's violation of any applicable law or regulation.

  • Any claim that the Services infringe the intellectual property rights of a third party.

10.2 Indemnification by the Client

The Client agrees to indemnify, defend, and hold harmless Wedey from and against any claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to:

  • The Client's breach of these Terms.

  • The Client's violation of any applicable law or regulation.

  • Any claim arising from the Client's use of the Services or the Deliverables.

10.3 Indemnification Process

The indemnified party shall promptly notify the indemnifying party of any claim.

The indemnifying party shall have the right to assume control of the defense and settlement of the claim, provided that no settlement may be entered into without the indemnified party's prior written consent.

11. CONFIDENTIALITY

11.1 Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by one party to the other, whether in writing, orally, or otherwise, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

11.2 Obligations of Confidentiality

Each party agrees to:

  • Protect the Confidential Information of the other party with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

  • Use the Confidential Information solely for the purpose of performing its obligations under these Terms.

  • Not disclose the Confidential Information to any third party without the prior written consent of the disclosing party.

11.3 Exceptions

The obligations of confidentiality do not apply to information that:

  • Is or becomes publicly available through no fault of the receiving party.

  • Was rightfully known to the receiving party prior to disclosure.

  • Is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

  • Is disclosed pursuant to a legal requirement or court order, provided that the receiving party gives the disclosing party prompt notice of such requirement.

12. NON-INTERFERENCE

12.1 Non-Interference with Wedey's Business

During the term of these Terms and for a period of 18 months thereafter, the Client agrees not to:

  • Solicit or induce any Wedey employee, contractor, or Talent to terminate their relationship with Wedey.

  • Interfere with Wedey's business relationships, including its relationships with other clients, vendors, or partners.

12.2 Remedies for Breach

In the event of a breach of this clause, Wedey may seek injunctive relief or other equitable remedies in addition to any other rights or remedies available under these Terms or applicable law.

13. RELATIONSHIP OF THE PARTIES

13.1 Independent Contractors

Wedey and the Client are independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

Neither party has the authority to bind the other or incur any obligation on the other's behalf without prior written consent.

Wedey is solely responsible for the payment of all taxes, social security contributions, and other obligations related to its employees and contractors. The Client is not responsible for any such obligations.

13.2 No Exclusivity

Wedey’s services are not exclusive to the Client. Wedey is free to provide similar services to other clients, provided that such services do not breach any confidentiality or non-compete obligations set forth in these Terms.

Wedey is under no obligation to disclose to the Client any information about its other clients, business activities, or operations, even if such information could be considered relevant to the Client.

14. GOVERNING LAW AND JURISDICTION

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of Estonia, without regard to its conflict of laws principles.

Neither Any disputes arising out of or related to these Terms shall be resolved exclusively by the courts of Tallinn, Estonia.

14.2 Dispute Resolution

In the event of a dispute, the parties agree to first attempt to resolve the matter amicably through good faith negotiations. If the dispute cannot be resolved within 30 days of written notice from one party to the other, either party may initiate legal proceedings in accordance with Section 14.1.
The prevailing party in any legal action shall be entitled to recover its reasonable attorneys' fees and costs from the other party

15. ENTIRE AGREEMENT

15.1 Entire Agreement

These Terms, together with any exhibits, schedules, or attachments, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, or representations, whether written or oral.

Any terms or conditions proposed by the Client that are in addition to or different from these Terms are expressly rejected unless agreed to in writing by Wedey.

15.2 Amendments

These Terms may only be amended or modified in writing signed by both parties.

Wedey reserves the right to update these Terms from time to time. Any changes will be communicated to the Client via email or through the Wedey platform. Continued use of the Services after such changes constitutes acceptance of the updated Terms.

16. SEVERABILITY

16.1 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that comes closest to the original intent of the parties.

17. FORCE MAJEURE

17.1 Force Majeure Events

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to:

  • Acts of God, natural disasters, or extreme weather conditions.

  • War, terrorism, civil unrest, or government actions.

  • Labor strikes, lockouts, or other labor disputes.

  • Failure or disruption of telecommunications, power, or other essential services.

  • Pandemics, epidemics, or quarantine restrictions.

17.2 Notification and Mitigation

The party affected by a force majeure event shall promptly notify the other party in writingand make reasonable efforts to mitigate the impact of the event.

If the force majeure event continues for more than 60 days, either party may terminate the affected engagement without liability, except for payment obligations for services already rendered.

18. ASSIGNMENT

18.1 Assignment by Wedey

Wedey may assign or transfer these Terms, in whole or in part, to any affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

The Client consents to such assignment, provided that the assignee agrees in writing to be bound by these Terms.

18.2 Assignment by the Client

The Client may not assign or transfer these Terms, in whole or in part, without Wedey's prior written consent. Any attempted assignment in violation of this clause shall be null and void.

Wedey may withhold or condition its consent at its sole discretion.

19. NOTICES

19.1 Form of Notices

All notices required or permitted under these Terms shall be in writing and delivered:

  • By email to the email address provided by the Client during account registration.

  • By certified mail or courier to the address specified by the Client.

19.2 Effective Date of Notices

Notices sent by email shall be deemed effective on the date the email is sent.

Notices sent by mail or courier shall be deemed effective on the date of receipt or the date delivery is attempted, whichever occurs first.

20. WAIVER

20.1 No Waiver

The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

Any waiver of a breach of these Terms must be in writing and signed by the party granting the waiver.

21. SURVIVAL

21.1 Survival of Provisions

The following provisions shall survive the termination or expiration of these Terms:

Intellectual Property (Section 6).
Confidentiality (Section 11).
Non-Solicitation and Non-Competition (Section 7).
Limitation of Liability (Section 9).
Indemnification (Section 10).
Governing Law and Jurisdiction (Section 14).

22. DATA PROCESSING AND PRIVACY

22.1 GDPR Compliance

If the General Data Protection Regulation (GDPR) applies to the Services, Wedey shall act as a "Processor" and the Client as a "Controller" under the GDPR.

Wedey shall process personal data in accordance with the GDPR and any applicable data processing agreement (DPA) between the parties.

22.2 CCPA Compliance

If the California Consumer Privacy Act (CCPA) applies, Wedey shall act as a "Service Provider" under the CCPA.

Wedey shall not sell or disclose personal information provided by the Client except as necessary to perform the Services or as required by law.

22.3 Data Security

Wedey shall implement appropriate technical and organizational measures to protect personal data against unauthorized access, disclosure, or loss.

In the event of a data breach, Wedey shall notify the Client without undue delay and take reasonable steps to mitigate the impact of the breach.

23. HIPAA COMPLIANCE (IF APPLICABLE)

23.1 Business Associate Agreement

If the Client is a Covered Entity under the Health Insurance Portability and Accountability Act (HIPAA), and Wedey is a Business Associate, the parties shall enter into a separate Business Associate Agreement (BAA) to ensure compliance with HIPAA requirements.

The BAA shall be incorporated by reference into these Terms.

24. MISCELLANEOUS

24.1 Headings

The headings in these Terms are for convenience only and shall not affect their interpretation.

24.2 Counterparts

These Terms may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

Electronic signatures shall be deemed valid and enforceable.

25. ACCEPTANCE OF TERMS

25.1 Acceptance

By using the Wedey platform and services, the Client acknowledges that they have read, understood, and agreed to these Terms.

The Client represents and warrants that they have the authority to enter into these Terms on behalf of their organization.

Wedey

One World, One Team

Wedey's mission is to break down barriers of race, gender, and geography, providing equal access to tech opportunities.

We connect companies with top talents that are hard to find through traditional channels, while supporting the growth of stable and fulfilling careers.