Terms and Conditions

VIRTOALL, its affiliates, or subsidiaries

1. Introduction

When you access our Digital Platform (Systems, website, partners third parties’ sites or systems, software, App, fill forms, submit a Job Requisition form, submit a Job Posting form, submit a CV), access or use our Services, you are entering into this Agreement (“Terms and Conditions”) with VIRTOALL, its affiliates, or subsidiaries

(“VIRTOALL,” “we,” “us,” or “our”).

For purposes of these Terms and Conditions, “user”, “you”, and “your” means you as the user of the Service, even if you are using our Services on behalf of a company (“Client”).

If you do not agree to this Agreement (“Terms and Conditions”) or if you do not agree to our Privacy Policy, do not use any of our Digital Platform (Systems, website, partners third parties’ sites or systems, software, App, fill forms, submit a Job Requisition form, submit a Job Posting form, submit a CV), and do not access or use any of our Services.

2. Obligations

a) You are at least 18 years old.

b) All information that you provide will be truthful.

c) You only provide information and content that you have the right to share.

d) You will be responsible for all information you provide.

e) You will be the only responsible for decisions you take based on the information shared by others on our Digital Platform.

f) You will respect the Confidentiality and Intellectual Property clauses of these Terms and Conditions.

Providing false information, creating an account with false information is a violation of our terms, including accounts registered on behalf of others or persons under the age of 18.

You also agree that you will not:

a) Sell or resell the Service or attempt to circumvent any of VIRTOALL Digital Platform.

b) Attempt to circumvent any of VIRTOALL fees.

c) Use the Service or data collected from our Service for any advertising or direct marketing activity (including without limitation, email marketing, SMS marketing, and telemarketing).

d) Use the Service for or in connection with money laundering, terrorist financing, or other illicit financial activity, or in any way in connection with the violation of any law or regulation.

e) Infringe or violate the intellectual property rights or any other rights of others.

f) Use the Service in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Service.

3. Agreement

These Terms and Conditions govern your use of all VIRTOALL, its affiliates, or subsidiaries

Digital Platform (Systems, website, partners third parties’ sites or systems, software, App, fill forms, submit a Job Requisition form, submit a Job Posting form, submit a CV), and the use of VIRTOALL Services.

You represent that you are entering into this Agreement at your own or on behalf of the entity identified upon registration (“Client”) and that you have the capacity and authority to act on your behalf or on behalf of Client and bind Client to this Agreement.

VIRTOALL reserves the right to periodically modify these Terms and Conditions. In case you do not agree with a given modification to these Terms and Conditions, you shall notify VIRTOALL. In the event you provide such written notice, your Agreement will continue to be governed by the version of these Terms and Conditions prior to the relevant modification or, if VIRTOALL chooses so, immediately terminates the Agreement, any ongoing contract, or Service. In the event of termination of an ongoing contract, your financial or work delivery obligations continue until your deliveries are completed and all your payment obligations are met.

4. Services

VIRTOALL provides a multipurpose Digital Platform (Systems, website, partners third parties’ sites or systems, software, App, fill forms, submit a Job Requisition form, submit a Job Posting form, submit a CV), that connects companies (Client) and DEVs (Consultants, Developers, Information Technology Professionals).

VIRTOALL provides Services to help companies (Client) post job opportunities, find DEVs, match requirements and professionals' experience. VIRTOALL also helps Client to contract DEVs, and or third-party providers that meet Companies’ needs and interests.

DEVs (Consultants, Developers, Information Technology Professionals) may use our Digital Platform at no cost, respecting these Terms and Conditions.

Companies (Client) may use our Digital Platform to contract VIRTOALL services, respecting these Terms and Conditions. Companies (Client) may contract VIRTOALL using single Service Order or Master Agreement. VIRTOALL Services to companies (Client) may include:

a) search, source and introduce DEVs to the Client, using commercially reasonable efforts.

b) where applicable, support the management of the ongoing engagement by the Client of some DEVs as further described in single Service Order or Master Agreement, which will be under these Terms and Conditions.

DEVs presented by VIRTOALL to Client, whether verbally or in writing, shall be subject to these Terms and Conditions, regardless of the term such DEV remains hired, engaged, or otherwise contracted by Client in connection with VIRTOALL’s services. In addition to this Agreement, Client and VIRTOALL may enter into a Master Agreement to further detail the relationship between Client and VIRTOALL.

Once Client decides to engage a chosen DEV, such DEV referred to Client by VIRTOALL shall be engaged to perform services, as a consultant or independent contractor, by Client, its affiliates, or subsidiaries, by means of individual services agreement to be entered into with each one of the chosen DEVs, as described in one or more Service Order.

The Parties acknowledge and agree that the Services will be rendered on a non-exclusive basis.

VIRTOALL follows high quality standards of the candidates’ recruiting process, making reasonable efforts to check the information provided by the candidates (DEVs, Consultants, Developers, Information Technology Professionals), conducting background checks, as it deems necessary, to verify candidates’ information or to obtain such other information, as it may deem relevant.

Notwithstanding the above, Client, at its sole discretion, may conduct its own further lawful background checks, at any time, regarding the candidates, and VIRTOALL shall provide reasonable assistance to Client on such lawful background checks. During the recruiting process, Client may reject any candidate, at its sole discretion.

Technical evaluation, behavior and values assessment, experience evaluation, knowledge validation, contracting, or hiring, will always be a Client's final decision. During the recruiting process, Client may reject any candidate, at its sole discretion.

As part of the Services, VIRTOALL may support Client in administrative tasks in connection with the Contract, including the facilitation of the Client’s payments to DEVs and/or any taxes to local authorities (country where DEV has permanent address), if applicable.

Client understands and agrees that VIRTOALL shall not:

a) Make decisions regarding engagement, termination, or changes in the compensation of DEVs.

b) Control or direct the DEV in any way regarding scope, schedules, deliverables and/or other expected results from the DEV work.

c) Be responsible for the performance of any DEV, as the DEV work depends in significant part on Client's information, assistance, specifications, and requirements.

VIRTOALL expressly does not warrant or guarantee the quantity or the quality of the deliverables and/or the DEV’s behavior while performing the work and VIRTOALL is not liable for any claim, loss, or liability because of an DEV’s acts or omissions.

5. Fees and Payment

Client will pay VIRTOALL the fees set forth in the applicable Service Order (“Fees”), which shall describe the compensation to which the DEV is entitled and any other costs and/or benefits, if applicable.

Client will pay each DEV the fees set forth in the Service Order, which shall be inclusive of any taxes and contributions arising from the rendering of the Services and/or the DEV’s services.

VIRTOALL or one of its payment providers will be responsible for carrying out the payment of the DEVs Fee to the DEVs on behalf and as instructed by the Client, therefore acting in the capacity of agent of the Client. The payment of the DEVs Fee will be set forth in each individual Service Order.

6. Non-solicit and Recruitment Fee

The Client acknowledges that VIRTOALL invests significant resources with the Services. A recruitment fee will be due to VIRTOALL, if the Client, directly or indirectly, encourages or solicits to hire, or otherwise hires or engages for services (excluding the Contract entered under these Terms and Conditions), encourages, or otherwise induces to terminate a relationship with VIRTOALL, any DEV (Consultants, Developers, Information Technology Professionals) who is introduced to the Client by VIRTOALL.

The Recruitment Fee shall be equivalent to 24 (twenty-four) months of VIRTOALL Fees agreed upon at the Service Order, discounted of the total VIRTOALL Fees paid by the Client related to the corresponding Service Order, with a minimum of USD 10,000 (ten thousand American Dollars). If the DEV introduced to the Client is directly hired or engaged for services before the execution of a Service Order, the Recruitment Fee shall equal 24 (twenty-four) months of the standard VIRTOALL Fees. This Recruitment Fee shall be due within 10 (ten) days as from a notice from VIRTOALL to Client informing on the breach of this non-Solicit obligation.

7. No Exclusivity

VIRTOALL’s Services, including but not limited to as such are described under the terms of these Terms and Conditions, are not and shall not be deemed to be exclusive to Client. VIRTOALL is and shall remain free to render similar services to other entities (even if competing entities), and to engage in all such activities as VIRTOALL deems appropriate, provided that in doing so VIRTOALL does not breach any covenants or obligations expressly set forth in these Terms and Conditions.

VIRTOALL shall not have any duty or obligation to disclose to Client any confidential or proprietary information that VIRTOALL may acquire about the business, operations or activities of any other person or entity, even if such information could be deemed material and relevant information to the Client.

VIRTOALL recognizes that the Client may engage other consultants to perform similar services, and these Terms and Conditions shall not prevent the Client from using such consultants.

8. Intelligent Processing

We use the information and data that you, Clients, DEVs, and others provide to make recommendations for connections, content and features that may be useful to you, Clients, and DEVs.

9. Confidentiality and Intellectual Property

Each Party (You, DEV, Consultants, Developers, Information Technology Professionals, Client, VIRTOALL) may be given access to the Confidential Information, as defined below, of the other Party to perform its obligations under these Terms and Conditions and, Service Order, and other Documents.

A “Confidential Information” is any and all non-public information of whatever nature disclosed directly or indirectly by a Party to the other Party, including (without any limitation whatsoever) any information relating to its business affairs, customers, suppliers, products and services, technical information and data, financial information, marketing information, analyses, documents, data, formulae, processes, designs, know-how, source code, object code, trade secrets and intellectual property rights which information is designated in writing to be confidential or proprietary, or which information would, under the circumstances, appear to a reasonable person to be confidential or proprietary.

A Party’s Confidential Information shall not be deemed to include information that:

(a) is or becomes publicly known other than through any act or omission of the receiving Party;

(b) was in the other Party’s lawful possession before the disclosure;

(d) is independently developed by the receiving Party, which independent development can be shown by written evidence; or

(e) is required to be disclosed by any laws, by any court of competent jurisdiction or by any regulatory or administrative body, provided that the receiving Party, where legally permissible, notifies the disclosing Party and cooperates with such Party to limit the disclosure to what is legally necessary.

Each Party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than for the purposes envisaged or permitted by these Terms and Conditions, save that in the case of written authorized.

Each Party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed in violation of the terms of these Terms and Conditions.

The Contract shall establish that any and all modifications to intellectual property of Client or its customers as well as the development of new intellectual property arising from the services to be provided by each DEV will be the exclusive property of the Client, without any additional payment of fee due by the Client. Additionally, the Parties acknowledge that each deliverable by the DEVs shall be considered as a ‘work made for hire’ to the extent allowed by, and as defined under, applicable law.

10. Disclaimer and Limit of Liability

We do not guarantee that your use of our Digital Platform (Systems, website, partners third parties’ sites or systems, software, App, fill forms, submit a Job Requisition form, submit a Job Posting form, submit a CV) will be uninterrupted, timely, secure, or error-free.

We reserve the right to resolve any errors in our Digital Platform (Systems, website, partners third parties’ sites or systems, software, App, fill forms, submit a Job Requisition form, submit a Job Posting form, submit a CV) by any means at our sole discretion.

You agree that from time to time we may remove our Digital Platform for indefinite periods of time or cancel our Digital Platform at any time, without notice to you.

You expressly agree that your use of, or inability to use, our Digital Platform is at your sole risk. Our Digital Platform (Systems, website, partners third parties’ sites or systems, software, App, fill forms, submit a Job Requisition form, submit a Job Posting form, submit a CV), and Services delivered to you through our Digital Platform (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

To the fullest extent permitted by law, you agree that in no event will VIRTOALL or its Service providers be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special, or punitive damage arising from these Terms and Conditions or the Service, software development, testing, software deployment, App, system availability, displaying or sharing of information, or any damages related to loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, or loss of data, and whether caused by strict liability or tort (including negligence), breach of contract, or otherwise, even if foreseeable and even if VIRTOALL or its Service Providers have been advised of the possibility of such damages, or for any other claim, demand, or damages whatsoever resulting from or arising out of or in connection with these Terms and Conditions of delivery, use, or performance of the Service.

Access to, and use of, our Digital Platform (Systems, website, partners third parties’ sites or systems, software, App, fill forms, submit a Job Requisition form, submit a Job Posting form, submit a CV), Services, products, or third-party sites, are at your own discretion and risk, and you will be solely responsible for any of your choices and decisions.

Notwithstanding anything to the contrary contained herein, in no event shall the maximum aggregate liability of VIRTOALL arising out of any way related to these Terms and Conditions, exceed the grater of US$ 500,00 (five hundred American Dollars) or 20% (twenty percent) of the amount received by VIRTOALL for its service directly relating to the items that are subject of the claim. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

11. Indemnification

By agreeing to these Terms and Conditions, accessing our Digital Platform (Systems, website, partners third parties’ sites or systems, software, App, fill forms, submit a Job Requisition form, submit a Job Posting form, submit a CV), or using our Services, you agree, to the fullest extent permitted by applicable law, to indemnify, defend, and hold harmless VIRTOALL, and our respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (individually and collectively), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, taxes, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to:

a) Your use or misuse of the Service.

b) Your violation or breach of any term of these Terms and Conditions or applicable law.

c) Your violation of the rights of or obligations to a third party, including another user or third-party.

d) Your negligence or willful misconduct.

You agree to promptly notify VIRTOALL of any Claims and cooperate with the VIRTOALL Parties in defending such Claims. You further agree that the VIRTOALL Parties shall have control of the defense or settlement of any Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and VIRTOALL.

12. Governing Law and Dispute Resolution

In the unlikely event we end up in a legal dispute, not depending on where you live or have your Company (Client), you and VIRTOALL agree to resolve it in the city of São Paulo courts, São Paulo State, Brazil using Brazilian law.

Last modified: January 19, 2023