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Terms and Conditions
These Terms and Conditions ("Agreement") are entered into by and between Thrive Virtual Assistance LLC, d/b/a Klever ("Klever", "we", "us", or "our"), a Florida limited liability company, and you ("Client", "Customer", "you" or "your").
1. SERVICES Klever provides talent sourcing, staffing, and placement services, including access to offshore workers ("Talent") primarily located in the Philippines, South Africa, and other countries ("Services"). Services may be provided under two models:
(a) Subscription Model: Klever hires and provides Talent to Client on a subcontracted basis, and Client pays a monthly subscription fee inclusive of Klever’s service fee and Talent compensation.
(b) Direct Placement Model: Client directly hires Talent sourced by Klever and pays a one-time placement fee equal to 30% of the Talent's first-year gross annual salary.
2. CLIENT RESPONSIBILITIES
Client is solely responsible for interviewing, selecting, managing, supervising, and instructing Talent.
Client shall provide Talent with access to its systems, software, and training required for the work.
Client acknowledges that Talent works remotely and will comply with Client's internal policies, procedures, and applicable laws.
Client accepts full responsibility for the scope, legality, and appropriateness of work assigned to Talent.
Klever does not conduct criminal or background checks unless expressly requested in writing and separately paid for by Client.
3. DISCLAIMER OF WARRANTIES Klever provides Services "AS IS" and makes no warranties, express or implied, regarding Talent, their performance, qualifications, or work product. Client acknowledges and agrees that:
Talent are independent contractors or employees of Klever (for subscription model) or directly employed by Client (for placement model).
Client assumes full responsibility for evaluating the suitability of Talent.
Klever does not guarantee performance, business results, or legal compliance of Talent.
4. LIMITATION OF LIABILITY:
KLEVER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA.
CLIENT WAIVES ALL CLAIMS AGAINST KLEVER ARISING FROM THE ACTS, OMISSIONS, NEGLIGENCE, MISCONDUCT, OR ERRORS OF TALENT.
CLIENT HEREBY IRREVOCABLY WAIVES, RELEASES, AND FOREVER DISCHARGES KLEVER, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, LIABILITIES, DAMAGES, OR LOSSES, OF ANY KIND OR NATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES PROVIDED, THE TALENT, OR THIS AGREEMENT. CLIENT EXPRESSLY AGREES THAT IT SHALL NOT COMMENCE OR PARTICIPATE IN ANY LEGAL ACTION OR PROCEEDING AGAINST KLEVER.
5. PAYMENT TERMS
Subscription model fees are due monthly in advance via automated payment.
Direct placement fees are invoiced and payable in full upon candidate acceptance.
Late payments may incur finance charges at 1.5% monthly and may result in suspension of Services.
6. TAXES
Client is responsible for any applicable sales, use, VAT, or similar taxes related to the Services.
7. INDEMNIFICATION
Client agrees to defend, indemnify, and hold harmless Klever and its officers, directors, managers, members, employees, agents, successors, and assigns from and against any claims, liabilities, losses, damages, costs, and expenses (including attorneys' fees) arising out of or relating to:
Management of Talent;
Work assigned to Talent;
Client’s violation of applicable laws or regulations;
Any third-party claims relating to Talent's work performed for Client;
Any breach of this Agreement by Client.
8. CONFIDENTIALITY Both parties agree to protect each other's confidential information and only use it as needed to perform under this Agreement. Confidential information does not include information that is publicly known, rightfully received by the receiving party from a third party, or independently developed without use of the confidential information.
9. INTELLECTUAL PROPERTY All intellectual property rights owned or developed by either party shall remain the sole property of that party. Nothing in this Agreement grants either party any rights in or to the other party's intellectual property.
10. PERSONNEL REPLACEMENT If Client determines that any Talent provided by Klever is not performing satisfactorily, Client agrees to first notify Klever and provide detailed feedback on the performance issues. Client agrees to allow Klever a reasonable opportunity to address the concerns directly with the Talent, including implementing coaching, performance improvement measures, or corrective actions, before submitting any formal request for replacement. If, after such efforts, the performance issues are not resolved to Client's satisfaction, Client may then submit a written request for replacement describing the reasons for the request. Klever will use commercially reasonable efforts to provide a replacement Talent within a reasonable time.
11. TERM AND TERMINATION This Agreement remains in effect for as long as Client uses Klever’s Services.Client may terminate service by providing at least fourteen (14) days' written notice prior to the desired termination date. Klever may terminate service at any time, effective immediately, for any reason or no reason.All fees due up to the termination date remain payable and non-refundable.
12. ASSIGNMENT AND SUCCESSORS Client may not assign or transfer this Agreement without prior written consent from Klever. Klever may assign this Agreement without Client's consent to any affiliate, successor, or purchaser of substantially all of Klever's assets. This Agreement is binding on both parties and their permitted successors and assigns. If Klever assigns this Agreement, Klever will have no further obligations, and all rights and responsibilities will automatically transfer to the assignee.
13. NO THIRD-PARTY BENEFICIARIES This Agreement is for the sole benefit of the parties and their permitted successors and assigns. No other person or entity shall have any rights under or be a beneficiary of this Agreement.
14. GOVERNING LAW; DISPUTE RESOLUTION This Agreement is governed by Florida law, without regard to conflicts of law.Any dispute shall be resolved exclusively by binding arbitration in Miami-Dade County, Florida.Each party waives the right to trial by jury or to participate in class action litigation.
15. FORCE MAJEURE Klever is not liable for delays or failures caused by events beyond its reasonable control, including but not limited to natural disasters, governmental actions, labor strikes, or technological failures.
16. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and supersedes any prior agreements. No modification is valid unless in writing signed by both parties.
17. ELECTRONIC ACCEPTANCE By accessing our website, submitting any form, submitting payment, placing any order, or scheduling a call with us, Client acknowledges and agrees to be legally bound by these Terms and Conditions as of that date.
18. NON-SOLICITATION Client agrees that during the term of service with Klever and for a period of twenty-four (24) months following termination of service for any reason, Client shall not directly or indirectly solicit, hire, engage, contract with, employ, or otherwise retain the services of any Talent or other individual introduced, sourced, referred, or made known to Client by Klever, without Klever’s prior written consent.In the event Client breaches this provision, Client agrees to immediately pay Klever a liquidated damage fee  of $50,000 USD per violation. If you do not agree to these Terms, you must not use Klever’s Services.
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