Terms of Service

Version 2026.05 | Effective April 01, 2026 | Exordiom

These Terms of Service (“Terms”) govern all services provided by Exordiom (“Exordiom”) under any Statement of Work (“SOW”) executed between Exordiom and the client (“Client”). By signing a Statement of Work that references these Terms, Client agrees to be bound by the terms and conditions set forth below.

1. Services and Statements of Work

1.1 Scope. Exordiom is a professional services and staffing company that sources, recruits, and places qualified personnel, including but not limited to sales, marketing, operations, engineering, customer success, AI, data, and support professionals (“Personnel”). Exordiom engages third-party entities in local jurisdictions (each, a “Service Provider”) that specialize in sourcing, recruiting, hiring, onboarding, and employing or contracting with Personnel in accordance with applicable local labor laws. Service Providers act as the local employer of record (“EOR”) for the Personnel.

1.2 Statements of Work. Services shall be provided pursuant to a Statement of Work executed by both parties. Each Statement of Work will specify the role categories, applicable rates, payment terms, and any add-on services. Statements of Work are incorporated into and subject to these Terms.

1.3 Additional Personnel. Client may request additional Personnel at the rates specified in the applicable Statement of Work via email or other documented form of approval. Upon written confirmation by Exordiom, such Personnel will be billed under the same terms as the applicable Statement of Work, and no separate amendment or new Statement of Work will be required.

2. Fees and Payment

2.1 Fees. Client will compensate Exordiom at the rates set forth in the applicable Statement of Work. Exordiom will be reimbursed for expenses approved in writing or included in the Statement of Work.

2.2 Invoicing and Payment. Exordiom shall issue one invoice every four (4) weeks for recurring fees. Additional invoices shall be prorated based on the portion of the four-week period covered by the service period for any Personnel hired off-cycle, and this will be invoiced separately. The recurring invoice shall be issued on the first Monday of each four-week cycle.

All invoices are payable immediately upon receipt (as this is payroll for the Personnel) and will be sent electronically to Client’s designated billing contact. Payment is exclusively accepted via credit card. After the Statement of Work is executed, Exordiom will capture Client’s credit card information via phone in a PCI-compliant manner.

Client will not be responsible for any processing fees unless a credit card transaction is declined and requires re-processing. In the event of a declined transaction that requires re-processing, a 4% processing fee will be added to the subsequent charge. A late fee of 10% of the outstanding balance may be assessed if payment is not received within five (5) days of the invoice due date.

2.3 Service Suspension. Exordiom reserves the right to suspend Services if payment remains outstanding for seven (7) days or more.

2.4 Personnel Downtime. If Personnel are sick, lose connectivity, or have a personal or family issue requiring time off for a reasonable period, billing will continue as per the fees defined in the Statement of Work. A “reasonable period” is defined as up to five (5) consecutive business days and not more than ten (10) business days total in an annual period.

2.5 Personnel Fees. Client shall be liable for the fees associated with each Personnel role immediately upon placement.

Each Personnel role is billed as a full-time capacity of forty (40) hours per week, and it is Client’s responsibility to assign, manage, and utilize Personnel to achieve that capacity, regardless of any absences. Fees are not subject to adjustment in the event Personnel are not fully utilized by Client during the billing period. In the event of any absence or partial-day unavailability of Personnel, Client is responsible for coordinating with the Personnel to redistribute or backfill tasks as needed to maintain continuity of work. If Client elects to provide a day off to Personnel, Client shall still be charged for a full forty (40) hour work week.

Any hours worked by Personnel in excess of forty (40) hours in a given work week shall be billed to Client at the standard hourly rate applicable to that Personnel role.

2.6 Holidays and Paid Leave. Holidays shall be observed in accordance with Client’s holiday calendar. Personnel are entitled to eighteen (18) days of paid leave per year, accruing at 1.5 days per completed month of service, capped at thirty (30) days. Leave must be planned in advance and approved in alignment with project and delivery requirements. The billing rate during holidays and approved leave remains at the standard rate.

2.7 Accrued Leave Payout. Upon termination of a Personnel assignment, Client shall be responsible for fees associated with the payout of any accrued, unused paid leave as required by the Personnel’s local jurisdiction and the applicable Service Provider’s statutory obligations. Such fees shall not exceed the Personnel’s calculated hourly rate multiplied by the total number of accrued days.

2.8 Start of Service. Personnel will generally start within forty-eight (48) hours of receiving hiring approval from Client. If Client requests a later start date, billing will still begin after the first forty-eight (48) hours, unless Personnel are unable to start within that time period, in which case billing will begin on the day Personnel start working.

2.9 No Direct Rate Discussions with Personnel. Client agrees not to inquire about, negotiate, or discuss hourly or monthly rates, compensation, salary, bonus, or fee structures directly with any Personnel. This restriction is essential to maintaining alignment, avoiding confusion, and preserving the integrity of Exordiom’s compensation and engagement model. Any such action will constitute a material breach of these Terms and may result in immediate suspension or termination of Services at Exordiom’s discretion.

3. Performance of Services

3.1 Performance; Hours. Client will direct and control the day-to-day activities of Personnel. Each individual shall work a minimum of forty (40) hours per week. No individual shall exceed forty (40) hours of billable time in any seven-day period without the prior written consent of Client.

Exordiom does not directly supervise or manage Personnel provided through Service Provider(s) and makes no representations or warranties, express or implied, regarding their performance or actions.

3.2 Retention and Replacement. Client shall have the right to require Exordiom to suspend or remove any Personnel from the provision of Services if Client determines they are not adequately performing. Any removal of Personnel requested by Client under this Section 3.2 shall constitute a termination of Personnel assignment and shall be subject to the notice period and fee obligations set forth in Section 8. Any request by Client to remove an individual shall not constitute a termination of such individual's employment by Service Provider(s), and in no event shall Client be deemed an employer of any such person. To request removal for performance reasons, Client must provide Exordiom with written documentation of the performance deficiency, including specific examples and any prior corrective feedback provided to the Personnel.
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(a) During Probation Period. During the first ninety (90) days from the Personnel's start date ("Probation Period"), removal for performance reasons may be processed effective as of Client's requested date, with no notice period or notice pay obligation.
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(b) After Probation Period. After the Probation Period, removal for performance reasons requires thirty (30) days' prior written notice to Exordiom, reflecting statutory obligations under the Personnel's local jurisdiction. Client remains liable for the full Personnel fees during the 30-day notice period regardless of whether Client elects to have the Personnel continue working or cease active work immediately. Client may, at its discretion, direct that the Personnel stop performing Services effective immediately, but fees continue through the end of the notice period.

4. Ownership of Work Product

Exordiom assigns to Client all rights in deliverables created specifically for Client under a Statement of Work (“Work Product”). Exordiom retains all pre-existing and independently developed methods, tools, templates, and know-how (“Exordiom Materials”). To the extent Exordiom Materials are included in Work Product, Client has a perpetual, royalty-free license to use them internally with the Work Product. Trademarks are excluded.

5. Independent Contractor Relationship

Exordiom’s relationship with Client is that of an independent contractor. Nothing in these Terms is intended to create a partnership, agency, joint venture, or employment relationship. Exordiom will not be entitled to any benefits that Client makes available to its employees. Neither Exordiom nor Service Provider(s) shall have any claim against Client for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance, or employee benefits of any kind. No part of Exordiom’s compensation will be subject to withholding by Client for the payment of any payroll taxes.

6. Confidential Information

6.1 Confidential Information. “Confidential Information” means information provided to the receiving party (“Receiving Party”) that is designated by the disclosing party (“Disclosing Party”) as “confidential” or “proprietary” or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of the Receiving Party; (b) is in the Receiving Party’s possession prior to receipt from the Disclosing Party; (c) is acquired from a third party without breach of a confidentiality obligation; or (d) is independently developed without reference to the Disclosing Party’s Confidential Information.

Receiving Party will use Confidential Information solely as contemplated by these Terms and will disclose such information on a need-to-know basis only to its employees, agents, vendors, and contractors bound by obligations of confidentiality at least as strict as those contained in this Section. Receiving Party will use reasonable care to protect the Disclosing Party’s Confidential Information. Upon written request, Receiving Party will destroy all copies of the Disclosing Party’s Confidential Information in its possession or control.

Disclosures may be made pursuant to a court or governmental order, provided the Receiving Party gives reasonable notice to allow the Disclosing Party to contest such order, unless prohibited by law. In such cases, Receiving Party will provide full cooperation and assistance to Disclosing Party in seeking to obtain such protection, at Disclosing Party’s expense.

Client acknowledges that Service Provider(s) personnel may have access to Client Confidential Information. Exordiom shall not be liable for unauthorized disclosure or use of Client’s confidential information by Service Provider(s) personnel. Client agrees to seek remedies for any such breaches directly from the Service Provider(s).

6.2 Access to Client Systems and Product Intellectual Property. Personnel shall not be granted access to Client’s source code, proprietary product architecture, core product repositories, production environments, or other systems containing Client Product Intellectual Property (“Product IP”), except to the limited extent expressly authorized in writing by Client and strictly necessary to perform the Services.

Client shall retain sole control over provisioning, configuring, and revoking all system, application, data, and tool access for Personnel. Personnel shall operate only within Client-designated environments and permissions. The Services are intended to support operational, customer-facing, and execution-oriented functions and do not include development, modification, or reverse engineering of Client Product IP unless expressly stated in the Statement of Work.

7. Limitation of Liability, Indemnification, and Third-Party Beneficiary

7.1 Limitation of Liability. Except for Client’s payment obligations, each party’s aggregate liability to the other for claims arising out of or relating to these Terms, whether for breach or in tort, is limited to the price charged to Client for Services in the six (6) months preceding the event giving rise to the liability. Neither party will be liable for any indirect, punitive, special, incidental, or consequential damages (including loss of business, revenue, profits, goodwill, or other economic advantage), even if advised of the possibility of such damages, regardless of the legal theory asserted. This limitation applies even if the exclusive remedy fails of its essential purpose.

7.2 Indemnification. Client agrees to indemnify, defend, and hold harmless Exordiom and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Client’s breach of these Terms; (b) Services provided under these Terms; or (c) actions or omissions of Personnel provided by Service Provider(s), including confidentiality breaches, intellectual property infringement, or negligence.

Client acknowledges that Service Provider(s) are the primary liable entities for claims under 7.2(c). Exordiom’s own liability for such claims is limited to its indemnification obligations and the assistance obligations set forth below.

7.3 Exordiom’s Agreements with Service Providers. Exordiom will enter into written agreements with each Service Provider to ensure compliance with the obligations in Section 3 and the confidentiality provisions in Section 6. Such agreements will grant Client third-party beneficiary rights, enabling Client to directly enforce performance or recover damages from the Service Provider(s) if they fail to meet their obligations.

7.4 Third-Party Service Providers; Limited Recourse. Client acknowledges Exordiom may engage unaffiliated third-party Service Providers to source, recruit, employ, or contract with Personnel. Exordiom does not assume responsibility or liability for the acts or omissions of Service Provider(s), except as required by law. In the event Client suffers demonstrable damages caused solely by a Service Provider’s misconduct or breach, and such claims are not remediated by Exordiom, Exordiom may, at its sole discretion: (i) assist Client in pursuing remedies against the Service Provider(s); and/or (ii) assign to Client any rights Exordiom holds against the Service Provider(s). Nothing in this provision obligates Exordiom to disclose the identity of any Service Provider unless required by law or necessary to pursue legal recourse.

8. Term, Termination, and Notice

8.1 Term. Either party may terminate the engagement or any specific Statement of Work for convenience upon thirty (30) days’ prior written notice to the other party. Upon termination, all outstanding fees for Services performed shall become immediately due and payable. If Client exercises its right to terminate, Client shall remain liable for payment of all fees due for the full thirty (30) day notice period for any Personnel assigned. This payment obligation reflects the costs associated with the statutory notice pay obligations set forth in Section 8.4 and is due even if Personnel are asked to cease performing Services before the end of the notice period.

8.2 Termination of Personnel Assignment. Client may terminate the assignment of any individual Personnel at any time upon written notice to Exordiom from an authorized Client representative. Termination notice must be delivered via email to Client’s designated Exordiom account contact and must specify: (a) the Personnel’s name, (b) the requested effective date, and (c) the reason for termination along with any respective documentation. Exordiom and its Service Providers assume responsibility for all employment-law compliance obligations arising from the termination.

8.3 Probation Period. Each Personnel assignment begins with a three (3) month probation period from the Personnel’s start date (“Probation Period”). Termination of Personnel during the Probation Period is not subject to the thirty (30) day notice period or associated fees described in Section 8.4.

8.4 30-Day Notice Period. After the Probation Period, all Personnel terminations are subject to a thirty (30) day notice period beginning on the date Exordiom receives written termination notice. During the notice period, Client remains liable for the full monthly fee or pro-rated daily equivalent for the affected Personnel, regardless of whether the Personnel continues active work, is reassigned, or is placed on garden leave. This payment reflects statutory notice obligations under the Personnel’s local jurisdiction and is passed through to Client as part of the standard Service Fee. It is not subject to refund, credit, or proration except as provided in Section 8.5.

8.5 Immediate Termination for Misconduct. The 30-day notice period is automatically waived, and no notice pay is owed by Client, where termination results from documented Personnel misconduct. To invoke this provision, Client must provide Exordiom with a written summary of the alleged misconduct and any supporting evidence reasonably available (e.g., emails, logs, screenshots, incident reports, or witness statements). Exordiom or its Service Providers are responsible for any further inquiry required under local law; Client is not required to conduct or participate in a formal inquiry process.

8.6 Performance-Based Terminations. Termination for unsatisfactory performance, skills mismatch, role elimination, project completion, restructuring, or any reason other than misconduct under Section 8.5 is subject to the full 30-day notice period and associated fees under Section 8.4, which reflects the Service Provider’s statutory notice obligations under the Personnel’s local jurisdiction, unless the termination falls within the Probation Period.

9. Non-Solicitation, Direct Hiring, and Background Checks

9.1 Restriction. During the term of any Statement of Work and for twelve (12) months following its expiration or termination (the “Restricted Period”), Client expressly agrees not to, directly or indirectly, without the prior written consent of Exordiom:

Solicit, recruit, hire, contract with, or engage in any employment or independent contractor arrangement with any Personnel, whether individually or through another entity, agency, or intermediary;
Induce, encourage, or attempt to influence any Personnel to terminate, diminish, or modify their employment or contractual relationship with Exordiom or its designated Service Providers; or
Solicit, engage, or contract directly or indirectly with any Service Provider introduced, recommended, or utilized by Exordiom, or otherwise bypass or circumvent Exordiom to engage such Service Provider in business directly or through third parties.

9.2 Direct Hiring Fee. If Client or any affiliate, successor, or third party acting on Client’s behalf wishes to directly or indirectly employ, contract with, or otherwise engage Personnel provided or introduced by Exordiom, Client shall promptly notify Exordiom in writing. Upon notification and approval by Exordiom, Client shall pay Exordiom a one-time placement fee of USD $30,000 per Personnel engaged (the “Direct Hiring Fee”). This fee applies whether the engagement is direct or through an intermediary or third-party employer of record. Payment of the Direct Hiring Fee must be made in accordance with the payment terms of these Terms.

9.3 Background Checks. Exordiom represents that commercially reasonable background checks have been or will be conducted by Service Providers on all Personnel, consistent with industry standards and applicable law.

10. General Provisions

10.1 Severability. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall remain in full force and effect.

10.2 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflicts of law provisions.

10.3 Dispute Resolution. In the event of any dispute, the parties agree to attempt to resolve such dispute through good faith negotiation. If negotiations fail, the parties agree to submit the dispute to non-binding mediation before a mutually agreed-upon mediator. If mediation is unsuccessful, the dispute shall be finally resolved through binding arbitration under the commercial arbitration rules of the American Arbitration Association then in effect.

10.4 Waiver. No waiver by either party of any breach shall be deemed a waiver of any prior or subsequent breach.

10.5 Force Majeure. Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, war, terrorism, riots, labor strikes, governmental actions, or shortages of materials or supplies.

10.6 Assignment. Either party may assign to an affiliate or in connection with a merger, reorganization, or sale of substantially all assets (with notice). Any other assignment requires prior written consent not unreasonably withheld.

10.7 Entire Agreement. These Terms, together with any Statements of Work referencing them, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written.

10.8 Amendments to Terms. Exordiom may update these Terms from time to time. Exordiom will provide Client thirty (30) days’ written notice of any material changes. Updated Terms will not apply retroactively to Services being performed under an existing Statement of Work unless Client provides written consent. The version number and effective date at the top of this page indicate the current version.