1. Non-circumvention and Exclusivity
Welcome to Enflux. We're committed to providing solutions that empower your business. These Terms of Service ("Terms") govern your access to and use of Enflux's ("Enflux," "we," "us," or "our") platform and services. By accessing or using our platform, you agree to the terms outlined in this policy.
2. Definitions
- "Platform" refers to Enflux's website, applications, and services
- "Client" refers to any business or entity using the Platform to engage contractors
- "Contractor" refers to any individual or entity providing services through the Platform
- "Services" refers to the connection and facilitation of work arrangements between Clients and Contractors
3. Data Protection and Security
3.1. Enflux provides a platform that connects Clients with pre-vetted Contractors for various professional services.
3.2. Enflux acts as an intermediary and facilitator between Clients and Contractors but is not a party to the actual work performed by Contractors.
4. Non-circumvention and Exclusivity
4.1. Direct Hiring Prohibition
Client agrees not to directly or indirectly hire, solicit, employ, or engage any Contractor introduced through the Platform for a period of 24 months following the initial introduction, except through Enflux. This prohibition extends to hiring through third parties or affiliated companies.
4.2. Breach of Non-Circumvention
Any attempt to circumvent Enflux by directly hiring or engaging Contractors will result in:
- (a) Immediate termination of platform access
- (b) Liquidated damages equal to 24 months of the Platform's standard fees for each Contractor.
- (c) Legal action to enforce these terms
You acknowledge and agree that a violation of this Section 4.1 is a material breach of the Terms of Service, and may result in your Account being permanently suspended and charged the Conversion Fee (defined below). This Section still applies if you choose to cease using the Site, and you must pay the Conversion Fee for each other User you wish to continue working with after you cease using the Site.
4.3. Notification Requirements
Client must promptly notify Enflux of any direct contact initiated by Contractors regarding employment or engagement outside the Platform. In addition, Client must report any known violations of these non-circumvention provisions.
4.4 Opting out
You may opt out of the obligations in Section 4.1-4.3 with respect to each Enflux Relationship only if the Client or Contractor pays Enflux a Conversion Fee which is a minimum of 30% of the contracted value for each Enflux Relationship, unless Client and Contractor have had an Enflux Relationship for at least 24 months.
5. Non-circumvention and Exclusivity
5.1. Service Fees
Client agrees to pay all fees as outlined in the Fee Schedule. Fees are non-refundable unless otherwise specified. Fee adjustments may occur: (1) during annual evaluation periods, (2) in accordance with the Fee Schedule, or (3) upon contractor request. Any changes will be communicated to Client with 30 days advance notice.
5.2. Payment Terms
All payments must be made at the invoice link provided, with invoices are due upon receipt. Invoices will be sent on a biweekly schedule (every two weeks), and late payments will incur interest at 1.5% per month.
5.3. Rate Changes and Contractor Compensation
Client agrees that all rate negotiations with Contractors must be conducted through Enflux. Any direct discussion of compensation with Contractors is strictly prohibited, and Enflux reserves the right to adjust Contractor rates with 30 days notice.
5.4. Payment Security
Client must maintain valid payment method on file. Enflux may require security deposit or payment guarantee, and Client authorizes automatic charges for services rendered.
6. Client Obligations
6.1. Platform Usage
In the use of the Platform Client must:
- (a) Maintain accurate account information
- (b) Ensure all project descriptions and requirements are clear and lawful
- (c) communicate professionally with Contractors
- (d) Provide timely payments
6.2. Compliance
Client maintains responsibility to comply with all applicable laws and regulations, maintain appropriate security measures, and report any Platform violations or security concerns. Client agrees to the sole responsibility for the creation, storage, and backup of business records. Client agrees that Enflux has no obligation to store, maintain or provide you a copy of any content or information that client provides, except to the extent required by applicable law.
7. Intellectual Property
7.1. Ownership
Client retains ownership of their proprietary materials, and work product ownership is governed by separate agreements with Contractors. Enflux retains ownership of Platform intellectual property.
7.2. License
Client grants Enflux permission to use Client's name and logo in marketing materials, including website, case studies, and social media. Client may revoke this permission at any time with written notice. Platform content and materials are owned by Enflux and may not be reproduced, distributed, or modified without Enflux's prior written permission."
8. Confidentiality
8.1. Client agrees to:
- (a) Maintain confidentiality of Platform information
- (b) Protect Contractor personal and professional information
- (c) Use confidential information only for Platform-related purposes.
8.2. Confidentiality Period
Obligations continue for 5 years after termination, and trade secrets are protected indefinitely.
9. Term and Termination
9.1. Term
These Terms remain in effect until terminated. Either party may terminate with 30 days written notice
9.2. Effect of Termination
Non-circumvention obligations survive termination, outstanding payments remain due, and Confidentiality obligations continue. Client data will be handled per the Privacy Policy above.
10. Liability and Indemnification
10.1. Limitation of Liability
Enflux's liability limited to fees paid in prior 12 months, with no liability for consequential damages. Force majeure provisions apply.
10.2. Indemnification
Client will indemnify Enflux against third-party claims, and Indemnification covers legal fees and settlements.
10.3. Verification Rights
Enflux reserves the right to audit Client's records to ensure compliance. Client must provide reasonable access to relevant employment and contractor record, and Client bears cost of audit if violation is found.
10.4. Information Rights
Client must promptly disclose any merger, acquisition, or change of control, and Client must provide updated contact information for key personnel. Failure to provide required information constitutes material breach.
11. Dispute Resolution
11.1. Dispute Process
The dispute process will require a 30-day informal resolution period as a mandatory mediation before litigation. The prevailing party will be entitled to legal fees.
11.2. Injunctive Relief
Client acknowledges that monetary damages may be insufficient remedy. Enflux is entitled to immediate injunctive relief without bond, and Client waives opposition to temporary restraining orders.
12. Dispute Resolution
12.1. Communication Protocols
All term and employment-related communication must occur through the Platform. Client must report any attempted direct communication by Contractors. Violation of communication protocols constitutes a material breach
12.2. Performance Feedback
Client must provide feedback through Platform's designated systems. Direct performance reviews or assessments are prohibited, and all contractor concerns must be reported to Enflux.
13. Platform Integrity
13.1. No Reverse Engineering
Client is prohibited from analyzing Platform to create a competing service. Client may not collect data about Contractors for commercial purposes. Client agrees to a prohibition on creating derivative works based on Platform.
13.2. Client Representations
Client warrants no intention to develop competing platform, and client must disclose any existing contractor sourcing platforms. Material misrepresentation by client are grounds for immediate termination.
14. Survival of Obligations
14.1. Post-Termination Obligations
Non-circumvention provisions survive indefinitely, and Ccnfidentiality obligations continue per Section 8. Payment obligations survive until fully satisfied. Audit rights continue for 3 years post-termination.
15. Survival of Obligations
Enflux reserves the right to modify these Terms at any time. Changes are effective 30 days after notification.Continued use constitutes acceptance of modifications.
16. Contact Information
For questions about these Terms, email: legal@enflux.com
17. Acknowledgement
By using the Platform, Client acknowledges reading, understanding, and agreeing to these Terms.
