The contract between you, us, and our independent contractors.

These Terms of Service (the “Terms”) form a binding contract between you (the “Client,” “you,” or “ your”) and Live Agents (the “Platform,” “we,” “us,” or “our”), the operator of https://liveagents.io and the dashboard, applications, training facility, and related services we make available (collectively, the “Services”).

By creating an account, signing an order form, posting a role, accepting a candidate, or otherwise using the Services, you confirm that you have read, understood, and agreed to these Terms, together with our Privacy Policy, Monitoring Policy, and Data Processing Agreement, each of which is incorporated by reference.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity. If you do not agree to these Terms, do not use the Services.

Contractor

An independent service provider who has applied to and been onboarded by the Platform's training program in Cebu, Philippines, and who is matched with Clients through the Services. Contractors are not employees, agents, or representatives of the Platform or of the Client.

Engagement

A specific project, role, or task for which a Client procures the services of a Contractor through the Platform.

Active Time

Periods during which a Contractor is logged into the Platform's tracker, the tracker has not entered an idle state, and work is being performed for the applicable Engagement. Only Active Time is billed to the Client.

Idle Auto-Pause

The automatic mechanism by which the tracker stops billing after ten (10) minutes without keyboard, mouse, or active-application input.

Refundable Deposit

The good-faith amount paid by a Client to initiate sourcing for an Engagement, refundable in accordance with Section 6.

Work Product

Any deliverable, code, document, design, recording, transcript, or other tangible or intangible output produced by a Contractor in the course of an Engagement, excluding the Contractor's pre-existing tools, libraries, and methods.

The Platform operates as an independent technology and staffing marketplace. We introduce, train, equip, and supervise Contractors on the Client’s behalf, and we provide the dashboard, billing, and oversight tools that make Engagements possible.

The Platform does not direct the manner or means by which any Contractor performs work for any specific Engagement; the Client is responsible for scoping the Engagement and providing reasonable instructions. The Platform’s training, supervision, and quality oversight are general in nature and do not convert Contractors into employees of either party.

Each Contractor enters into a separate Independent Contractor Agreement with the Platform’s applicable operating entity in the Philippines. That agreement governs the Contractor’s relationship with the Platform and is not a contract between the Client and the Contractor.

You must be at least 18 years old and able to form a legally binding contract to use the Services. You agree to provide accurate, current, and complete information during sign-up and to keep that information up to date.

• You are responsible for all activity on your account and for safeguarding your credentials. Notify us immediately at info@liveagents.io of any suspected unauthorized access.
• You will not share your account, your dashboard, or any Contractor’s session data with anyone outside your organization without a written, role-appropriate scope.
• We may suspend or terminate accounts that violate these Terms, applicable law, or our policies, including in cases of suspected fraud, payment failure, abuse, or harassment.

To start an Engagement, you submit role requirements through the Services and pay the Refundable Deposit. We assemble a shortlist of pre-trained Contractors, you select your hire, and we issue a start-date confirmation through the dashboard.

• Replacement guarantee. If the matched Contractor is not the right fit during the first ninety (90) days of the Engagement, we will re-shortlist and replace at no additional sourcing fee, provided the issue is communicated in writing through the dashboard.
• Free passes. Two replacements per twelve- month period are included with any Engagement at no additional cost. Additional replacements may be subject to a sourcing fee disclosed in advance.
• Performance. Contractors are not guaranteed to produce a particular outcome. The Platform is not liable for business decisions made on the basis of any deliverable.

Engagements are billed by the second on Active Time only. Billing begins when the Contractor clocks in to the Platform tracker and stops when the tracker enters an idle state, when the Contractor clocks out, or when the Engagement is paused.

Refundable Deposit

Charged at sign-up. Credited against your first invoice on placement, or refunded in full if no Contractor is placed within ninety (90) days through no fault of yours.

Hourly rate

Disclosed before placement. The displayed rate is what you pay; there are no hidden agency markups, payroll fees, or compliance fees.

Idle Auto-Pause

After 10 minutes of inactivity the meter stops automatically. You are not billed for breaks, meetings the Contractor is not running, or any time outside Active Time.

Invoicing

Weekly invoices are issued every Monday for the prior week. Payment is collected via the saved payment method on file. Past-due balances accrue interest at 1.5% per month or the maximum allowed by law.

Disputes

If you in good faith dispute any portion of an invoice, notify us at billing@liveagents.io within seven (7) days of the invoice date with detail. We will investigate, share the relevant tracker data, and make reasonable adjustments where warranted.

All fees are exclusive of taxes, which are your responsibility except where law requires us to collect them.

Each Engagement is conducted on a Platform-managed device with our tracker installed. The tracker captures activity signals (active application or URL category, idle status, periodic screenshots where enabled) and surfaces them on the Client dashboard. Full detail is in our Monitoring Policy.

You agree to use monitoring data only for purposes of operating the Engagement, billing reconciliation, and quality oversight. You will not share, redistribute, or publish individual Contractor session data outside your organization without a legitimate business need and a confidentiality obligation in place.

Subject to your full and timely payment, all Work Product created by a Contractor in the course of an Engagement is assigned to you on a work-made-for-hire basis under applicable law. To the extent any Work Product does not vest in you automatically, the Contractor and the Platform irrevocably assign to you all right, title, and interest in such Work Product, including all intellectual property rights worldwide.

The foregoing assignment excludes (a) the Platform’s software, dashboards, training curriculum, branding, and tools; (b) third-party tools licensed by the Platform or the Contractor; and (c) the Contractor’s pre-existing know-how, methods, and generic tools used across multiple Engagements. You receive a non-exclusive, perpetual, royalty-free license to use any such excluded items only as embedded in the delivered Work Product.

You retain all rights in your pre-existing IP, brand assets, data, and content provided to a Contractor for the Engagement.

The Platform binds every Contractor to written confidentiality obligations covering Client confidential information, customer data, business plans, source code, financial data, and personnel information. Contractors are trained on these obligations during onboarding and receive periodic refresher training.

You will treat the Platform’s rate cards, dashboards, internal methods, and unpublished features as confidential and will not disclose them to competitors or to the public.

Confidentiality obligations survive termination of the Engagement for so long as the information remains confidential under applicable law.

For the duration of any Engagement and for twenty-four (24) months following its termination, you agree that you will not, directly or indirectly, and whether through an affiliate, recruiter, or intermediary:

• Engage, employ, contract with, refer, or otherwise compensate any Contractor introduced to you through the Platform outside the Platform; or
• Solicit any Contractor to terminate their relationship with the Platform.

If you wish to convert a Contractor to a direct relationship outside the Platform, you may do so by paying a one-time conversion fee equal to the lesser of (a) twenty-five percent (25%) of the Contractor’s projected annualized billing or (b) US$25,000, payable in advance. We will release the Contractor without further obligation upon receipt.

Liquidated damages for any breach of this Section equal the conversion fee plus reasonable attorneys’ fees and costs of enforcement. The parties agree these damages are a reasonable estimate of harm and not a penalty.

• Provide reasonable scope, materials, access, and feedback so the Contractor can perform the Engagement.
• Comply with all laws applicable to your business, including export, sanctions, anti-corruption, employment, and data protection laws in your jurisdiction.
• Do not use the Services to procure work that is illegal, fraudulent, defamatory, infringing, or that requires a license you do not hold.
• Treat Contractors professionally. Harassment, discrimination, or retaliation against any Contractor is prohibited and may result in immediate termination.
• Do not request any Contractor to engage in conduct that would violate the Platform’s Acceptable Use rules, applicable law, or the Contractor’s own contract with the Platform.

The Platform warrants that it will use commercially reasonable efforts to operate the Services with the skill and care reasonable expected of a professional staffing technology provider.

THE PLATFORM’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY YOU TO THE PLATFORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE THOUSAND U.S. DOLLARS (US$1,000).

THE PLATFORM IS NOT LIABLE FOR THE ACTS OR OMISSIONS OF ANY CONTRACTOR OR ANY THIRD PARTY, EXCEPT WHERE WE HAVE FAILED TO EXERCISE COMMERCIALLY REASONABLE SUPERVISION CONSISTENT WITH INDUSTRY PRACTICE.

You will indemnify, defend, and hold harmless the Platform and its officers, directors, employees, and Contractors from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) your use of the Services, (b) any content, instructions, or materials you provide for an Engagement, (c) your breach of these Terms or any law, (d) any misclassification claim brought by you against any Contractor, or (e) your circumvention of Section 10.

You may cancel any Engagement at any time by giving fourteen (14) days’ written notice through the dashboard. We may suspend or terminate your access immediately for cause, including non-payment, fraud, harassment, or material breach of these Terms.

Upon termination, all unpaid fees become immediately due. Sections relating to intellectual property, confidentiality, non-circumvention, warranties, liability, indemnity, and dispute resolution survive termination.

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict of laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

The parties will attempt in good faith to resolve any dispute informally for thirty (30) days. If unresolved, the dispute will be finally settled by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules, with a single arbitrator, seated in Wilmington, Delaware, in English. Judgment on the award may be entered in any court of competent jurisdiction.

Notwithstanding the above, either party may seek injunctive relief in a court of competent jurisdiction to protect its intellectual property, confidential information, or to enforce Section 10 (Non-Circumvention).

• Entire agreement. These Terms, together with any signed order form, constitute the entire agreement between the parties on the subject matter and supersede all prior agreements.
• Order of precedence. If there is a conflict, the order of precedence is: signed order form > DPA > Terms > Privacy > Monitoring Policy.
• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.
• Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control.
• Notices. Legal notices to the Platform must be sent to info@liveagents.io; notices to you may be sent to the email on file.
• Severability. If any provision is found unenforceable, the remainder remains in effect.
• Updates. We may update these Terms by posting a revised version. Material changes will be flagged in the dashboard or by email at least fifteen (15) days before they take effect.