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🛣️ Embarking on the journey to accessing payroll and financial services for your international remote workers as our Client requires some ground rules to ensure that we are Ontop of the important details. We are committed to making your path as simple and transparent as possible.
These Ontop Platform Client General Terms and Conditions (“Client T&Cs” or “Terms”) govern your use of the Ontop Platform and any services provided to you as a Worker. “Ontop,” “we,” “us,” or “our” refers to Ontop Holdings Inc., a Delaware corporation based in Florida, and any of its affiliates.
THESE Client T&CS WILL REPLACE THE ONTOP PLATFORM TERMS OF SERVICE IN RELATION TO THE CLIENT EXPERIENCE OF THE ONTOP PLATFORM AND ONTOP CLIENT SERVICES FROM FEBRUARY 9, 2024 ONWARDS.
🧐 PLEASE READ THESE TERMS CAREFULLY BEFORE USING OUR PLATFORM AND/OR CLIENT SERVICES. THESE TERMS ARE NON-NEGOTIABLE.
YOU ACCEPT AND AGREE TO THESE TERMS BY DOING ANY OF THE FOLLOWING:
IF YOU ARE ACTING ON BEHALF OF A COMPANY OR ANOTHER LEGAL ENTITY, YOU CONFIRM THAT YOU ARE AUTHORIZED TO BIND THAT ENTITY TO THESE TERMS. THE TERM “CLIENT” “YOU” “YOUR” “USER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT AGREE, PLEASE DO NOT USE THE PLATFORM, OR ANY OF OUR SERVICES.
The Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. Ontop’s competitors are prohibited from accessing the Services, except with Ontop’s prior written consent.
These Terms apply from the date you accept them (the “EffectiveDate”) and continue until terminated as set forth herein.
PURSUANT TO SECTION 9.10.1 OF THESE TERMS, EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED BY LAW. THIS WAIVER SHALL NOT PREVENT EITHER PARTY FROM SEEKING PRELIMINARY OR INJUNCTIVE RELIEF IN A COURT OF COMPETENT JURISDICTION, WHERE APPROPRIATE.
We have given a summary of each section to give you a clear overview of what that section contains. These summaries are just for reference and do not form a part of the Agreement.
Certain words have specific meanings which are all set out in the Definitions section at the end of these Terms. We have included the meanings of certain words in some sections where it is important to do so.
1. Let’s Begin! Overview of the Ontop Platform🪂💻
Summary: This section introduces Ontop and its global operations.
1.1 Who We Are 🧭
Ontop and/or its affiliates and subsidiaries (“Ontop Group”) offer their products and services through the Ontop Platform. By creating a Client Account and accepting these Terms, you gain access to the Ontop Platform under the terms set out in these Client T&Cs. From time to time, Ontop or other members of the Ontop Group may provide you with Ontop Services under separate Service Schedules and/or a Statement of Work (“SOW”), each of which incorporates the terms of these Terms by reference.
Ontop is not licensed as a bank and does not provide banking services. Ontop Holdings Inc. is registered with the Financial Crimes Enforcement Network (FinCEN) and renews their registration annually.
1.2 Our Global Network 🤝
Ontop collaborates with Regulated Institutions that may directly provide specific services to you. These Regulated Institutions operate in compliance with applicable local financial regulations. A summary of the Ontop Services, the Regulated Institutions involved, and links to the applicable Service Schedules and/or SOWs may be provided via the Platform or directly by Ontop.
2. Who or What is That? 🙋 Key Definitions
Summary: This section explains key terms used throughout these Terms.
“Active Contract” means a contract that has been created by you on our Platform and executed between you and your Worker(s), regardless of whether the start date falls within the specific billing cycle.
“Client Services” or the “Services” are the suite of payroll and payment management services available to Clients on the Ontop Platform, including but not limited to contracting, onboarding, making payments to and/or managing relationships with Workers. Client Services includes Payroll Service, available Financial Services, and payment management services.
“Client” means any individual or legal entity that engages Ontop to contract, onboard, make payments to and/or manage its relationships with Workers.
“Client Account” or “Account” is the user account that a Client can create on the Ontop Platform and use for the purposes of engaging Client Services.
“Contractor” is an individual or legal entity that performs services for Clients as an independent contractor.
“Contractor of Record” or “COR” means either Ontop Signs or Contractor Pro business model. You may find this terminology on the Platform.
“Direct Hiring” means You Sign business model. You may find this terminology on the Platform.
“Employer of Record” or “EOR” is the payroll service under which Ontop manages personnel hired and paid by Ontop as Employees, processing salaries or wages for them, as well as managing extralegal benefits.
“Employee”, “Full-Time Employee” or “FTE” is an individual that is hired by Ontop or its partners, in accordance with local labor laws, to provide services to Clients.
“Financial Services” or means any available financial services offered by Ontop to Ontop you or to the Workers, including but not limited to Ontop Worker Wallet, Ontop Card, Card Account, Client Account, Worker Account, subscription plans, and other financial services.
“Flex Seats” is the invoicing model for Client Services that charges recurring fees based on the number of active Worker contracts created by Clients.
“Global Seats” is the Software-as-a-Service (“SaaS”) subscription model through which Clients can access the Platform and Client Services to onboard and pay Contractors, paying a fixed subscription fee per Global Seat.
“Ontop”, “us”, “our” and “we” means Ontop Holdings Inc., a Delaware corporation with principal place of business in Florida, as well Ontop Group.
“Ontop Fees” or “Seats” means the fees charged by Ontop to the Client for access to and use of the Platform, including, but not limited to, any Variable Fees, Global Seats Subscription Fee(s), and/or Flex Seats Fee(s)
“Ontop Total Fee” means all fees payable by you to Ontop, encompassing but not limited to Ontop Fees,Payroll Fee, Ontop Total Service Compensation, and any other amount payable by the Client to Ontop, including but not limited to any variable and transactional fees associated with services provided by Ontop.
“Order Form” means a commercial proposal, order form, service order, or similar document (including any annexes, schedules, or online ordering interfaces) executed by the Client and Ontop that references these Terms. It specifies the services to be provided by Ontop, including pricing, subscription model (e.g., Global Seats or Flex Seats), service scope, billing cycle, applicable fees, payment terms, and any other commercial or operational conditions agreed by the Parties. Each Order Form forms part of, and is governed by, these Terms.
“Payroll Fee” means a fee charged by Ontop to the Client in connection with Ontop Signs, Employer of Record (EoR), and/or Contractor Pro (CPro) services for managing and facilitating Worker’s engagement and services rendered pursuant to an SOW created by the Client or Employment Agreement. The Payroll Fee may be calculated based on the Workers compensation specified in the (i) SOW under the ICA and/or CPro Agreement; and/or (ii) Employment Agreement under the EOR business model.
“Ontop Platform” or the “Platform” means the proprietary SaaS platform available via login through the Ontop Website and through mobile apps available on Apple iOS and Android, among others.
“Ontop Website” or the “Website” means the app and website located at www.getontop.com.
“Ontop Worker Wallet” or “Worker Wallet” means the electronic or digital wallet account available to Workers from within the Ontop Platform that allows them to receive compensation payments from Clients and make electronic transactions to their own personal account(s) or to third-party accounts.
“Regulated Institutions” means banks, payment service providers (PSPs), electronic money institutions, or other financial institutions that are duly authorized, licensed, or registered, to provide financial services in their respective jurisdictions, and that are subject to regulatory oversight by a competent financial authority.
“Term” means the duration of the contractual relationship, and/or any commitment periods between the Client and Ontop, as specified in the applicable Order Form, EOR Agreement, Service Agreement, CPro Agreement, any other written instrument, and its respective amendment, extension, or renewal thereof between the Client and Ontop.
“User”, “you” and “your” means any person with authorization to access an Ontop Client Account, which includes Clients and their representatives, among others.
“Worker” can mean a Contractor or Employee, as an individual or legal entity. In cases where the context permits it, Worker will be used as a general term and when specifically required we will use the terms Contractor or Employee.
3. Overview of our Client Services 🏢🛎️
Summary: Ontop provides payroll and payment services through various models. Payments go to the Worker Wallet unless unavailable. Clients can prepay, use APIs, or make DirectPay transactions. Ontop acts as the Worker’s payment agent. Beta features may be offered with no guarantees.
The suite of Client Services that we provide to Clients through our Platform can be divided into two main segments: (i) payroll services; and (ii) payment management services.
Our payroll services aim to enable our Clients to contract, onboard, make payments to, and/or manage relationships with international Workers (“Payroll Services”). Depending on the type of relationship, Ontop acts as a payment agent, a contracting party, or both. The business models covered by our Payroll Services include: (i) You Sign; (ii) Ontop Signs; (iii) Contractor Pro; and (iii) Employer of Record (EOR). Payroll Services can be offered under a SaaS subscription model (Global Seats), a recurring service fee (Flex Seats), or a transactional service fee (Variable Fee). The Global Seats and Flex may not be available in certain locations, depending on the countries and/or jurisdictions involved.
Under the You Sign business model, Clients engage Contractors directly. We act as the Contractor’s (payee's) payment agent, receiving funds on their behalf, facilitating the payment of compensation for services rendered by the Contractor to the Client (payor). Payments are made to the Contractor's Ontop Worker Wallet, unless otherwise agreed or if the Contractor is located in a jurisdiction where the Ontop Worker Wallet is not available. We may assist Clients in generating independent contractor agreements if they do not have their own standard templates. However, we are not involved in the contractual relationship between the Contractor and the Client under You Sign, nor in the services agreed to between them. Notwithstanding the above, Ontop does not provide any legal support to such contracts (e.g., contract review).
Under the Ontop Signs business model, we subcontract Contractors to deliver services to you. We handle the generation of the legal agreements required to enable us to provide the Ontop Signs Payroll Service. Compensation is paid directly to Contractors through their Ontop Worker Wallet, in our capacity as the contracting party, unless otherwise agreed or if the Contractor is located in a jurisdiction where the Ontop Worker Wallet is not available.
Under the Contractor Pro or CPro business model, you, Ontop, and the Contractor enter into an agreement by which Ontop provides payroll, platform access, and availability to Financial Services. Ontop also facilitates the Contractor’s service and handles payment of the contractor’s compensation in the contractor’s Ontop Worker Wallet unless otherwise specified or if the Ontop Worker Wallet is unavailable in the Contractor’s jurisdiction. We may also assist you in generating statements of work, tax forms in the United States and issuing certificates or other legal documents directly related to Contractor Pro services.
Under the EOR business model, we (or our partners) will hire and register Employees in the country where they reside, according to local labor laws and regulations. We may make compensation payments to Employees to accepted local bank accounts or to the Ontop Worker Wallet, subject to the limitations of local authorities and the express authorization of the Employees.
We reserve the right to update, modify, and otherwise alter, at our sole discretion, the Payroll Services and business models we offer, their respective fees and pricing, and the countries in which they are offered. In the event of any such updates or modifications, we will provide you with five (5) days’ written notice, outlining the changes in business models, fees, or any other pertinent details.
You can make advance payments on the Ontop Platform for future Ontop Invoices. These payments will be reflected in your Client Account as either a positive or negative credit balance, ensuring transparency and facilitating smooth, uninterrupted payments to your Contractors.
We may provide you with an application programming interface (API) to allow for custom integration between the Ontop Platform and associated data (“Ontop API”) with your own platforms and systems (“Client Platform(s)”). We will provide you with the necessary tools and documentation to integrate the Ontop Platform with Client Platform(s). In order for Ontop API to work, you will need to provide all of the data fields normally required by the Ontop Platform for creating and modifying contracts, making payments, among others. Such information may include contracts & Worker information, financial data (wallet, payments, invoices, bank accounts, etc.), among others.
You are responsible for correctly implementing Ontop API with your own platforms and systems. You are fully liable for any incorrect data from Client Platforms that are synchronized with the Ontop Platform or that result in unintended actions, payments, or any other event that may cause harm or damages to you, Ontop, or any third party. You assume all responsibility for the accuracy of the data stored on Client Platforms. You represent and warrant that any data processed on Client Platforms was done in compliance with all applicable laws and in accordance with the provisions of our Privacy Policy.
We may offer native API integrations with industry-standard payroll and accounting platforms and systems to you (“Ontop Integrations”). You assume all responsibility for the accuracy of the data stored on third-party platforms that use Ontop Integrations. You represent and warrant that any data processed on third-party platforms and/or through Ontop Integrations was done in compliance with all applicable laws and in accordance with the provisions of our Privacy Policy.
Through Ontop API or normal use of Payroll Services on the Ontop Platform, you may be able to make payments to Contractors hired under the You Sign business model by providing mandatory contract data, without the use of our contract automation tool or uploading a signed contract based on your own template to the Ontop Platform (“DirectPay” or “Flexible Payment”). Nonetheless, you represent and warrant that you have written contractual agreements executed with all Workers you onboard on the Ontop Platform. We reserve the right to establish conditions for Workers eligible for use of DirectPay, including, but not limited to monthly compensation, results of background checks, Worker’s jurisdictions, or any other criteria we establish at our sole discretion. In the event that an authority or relevant third party requests proof of contract between you and any Workers from us, you undertake to provide us with the signed contract within twenty-four (24 hours), under penalty of material breach of these Terms and cause for termination under Section 9.2 - Term and Termination below.
You acknowledge and accept that we (or our affiliates) act as the duly authorized payment agent of Workers (“Payment Agent”). As a Payment Agent, we will receive all payments due to Workers, in their capacity as a payee, from Clients, in your capacity as payor, and ensure the timely and accurate delivery of these funds to Workers. As mentioned in Section 7 of the Worker T&Cs, all Workers must expressly accept the Payment Agent Agreement. Your obligation as a payor will be satisfied at the moment that payment is received and available to us as the Payment Agent, unless such payment is disputed by you.
From time to time, we may invite you to try certain services, features or functionalities that we may make available to you for evaluation or testing purposes only (and not for production use), which are designated as beta, test, pre-release, limited release, developer preview, non-production, or any other similar description (“Beta Test Services”). You may accept or decline to engage Beta Test Services at your sole discretion. Beta Test Services are provided for evaluation purposes and not for production use, may contain bugs or errors, and may be subject to additional terms. BETA TEST SERVICES ARE NOT CONSIDERED “SERVICES” UNDER THESE TERMS AND ARE PROVIDED “AS IS” WITH NO EXPRESS OR IMPLIED WARRANTY. We reserve the right to modify, update, or discontinue Beta Test Services at any time and at our sole discretion, with or without prior notice.
4. Client Onboarding 🏢🔛🛹
Summary: Clients must register, verify their identity, and secure their account. Ontop may request more info, suspend accounts, or terminate access. You’re responsible for keeping login details safe. Ontop is not liable for unauthorized access unless due to its own fault.
Important information on procedures for opening a new Client Account:
To help the US Federal Government fight the funding of terrorism and money laundering activities, US Federal law requires us to obtain, verify, and record information that identifies each person who opens an Ontop Client Account.
To use our Platform, you need to register for a Client Account and provide certain information about yourself upon registration. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information.
In order to engage Client Services, you will need to sign up for a Client Account and fill out all the required information. If the Client is a legal entity, we will request the company's legal name, DBA name, type of company, tax ID, name of the individual creating the Client Account, country of incorporation, beneficial owners and controlling persons, tax information, among other information. The individual creating the Client Account will be asked to perform an ID verification process. If the Client is an individual, we will request their name, country of residence, nationality, type of document, ID document number, tax ID, among other information.
(i) After completing the KYB process and receiving final approval, you will be able to create contracts on our Platform, as explained further below.
(ii) In certain cases, you will receive a form to provide more information to conduct our Enhanced Due Diligence (“EDD”), as part of our Know Your Business (“KYB”) process.
We may suspend or terminate your Client Account as per Section 9.2 - Term and Termination below.
You may delete your Client Account at any time, for any reason, by contacting the Support team through WhatsApp +1 (786) 655-8772, or email at support@getontop.com.
When you request the deletion of your Client Account, we will remove information that we are not legally required to retain. Please note that certain information, including data related to identity verification and financial transactions, must be retained for a specific period to comply with global anti-money laundering and financial regulations, as detailed in our Privacy Policy.
As a user of our Platform, you have rights over your personal data. Subject to applicable law, these rights include: (i) The Right of Access to a copy of your personal data; (ii) The Right to Rectification to correct inaccurate information; (iii) The Right to Erasure (or "Right to be Forgotten") of your personal date; (iv) The Right to Restrict Processing of your personal data in certain circumstances; (v) The Right to Data Portability to receive your data in a machine-readable format; (vi) The Right to Object to certain types of processing.
You can find detailed information about these rights and the process for exercising them in our Privacy Policy.
4.1.4 Client Account Security and Responsibilities
You are fully and solely responsible for the security of your Account and for maintaining the security of your Account, and for the confidentiality of your login, Client Account information, and the activities that you carry out on your Account. You must take reasonable steps to ensure that your electronic devices are secure from any type of malware, such as viruses, scams, spam, phishing, and other forms of cyber threats. This includes, but is not limited to:
Each Ontop account is personal to the user for whom it is created. Account sharing is strictly prohibited and may result in termination of service access. It is imperative to keep passwords and other authentication mechanisms confidential and stored securely, avoiding any easily accessible or clear-text formats. You agree to immediately notify us through our customer support at cx@getontop.com or the Ontop Contact Center of any unauthorized use or suspected unauthorized use of your Account or any other security issues or compromises, including those related to passwords. In the event of the loss of a mobile device or loss of e-mail access, we highly recommend contacting customer support and or the Ontop Contact Center. We will not be liable for any loss or damage arising from your failure to comply with the above requirements, including loss of funds from Ontop Balance, as defined in Section 7 of these Terms.
4.1.4.1 Limitation of Ontop’s Liability on Account Security
Ontop is committed to maintaining the security of the Ontop Platform, Payroll Services, and Financial Services, including the Ontop Worker Wallet, Ontop Card, and Card account. Despite our efforts to provide a secure environment, we are not liable for losses or damages, including the loss of funds, resulting from unauthorized access or transactions due to your failure to secure your account credentials or devices. It is your responsibility to safeguard your passwords, devices, and any other means of accessing your account to protect against unauthorized access. You must report any unauthorized transactions or security breaches within two business days to limit your liability to $50. Failure to report unauthorized transactions within 60 days of receiving your transaction statement may result in greater liability. Ontop will only be liable for losses resulting directly from our misconduct or gross negligence in maintaining the security of our services. We are not liable for losses where the unauthorized transaction or access results from any action or inaction on your part that violates our security guidelines or your obligations under these Terms of Service.
4.1.5 Prohibited Activities
Engaging in activities that violate Federal laws related to information protection, including but not limited to hacking, phishing, and spamming, is strictly prohibited. Violators will be subject to prosecution by the appropriate Federal law enforcement agencies. Violations leading to unauthorized access or damage to Ontop systems, Platform, Payroll Services, or Financial Services may face legal consequences under Title 18, U.S. Code, potentially including fines and imprisonment.
4.1.6. Your Security Acknowledgments
4.1.6.1 Proactive Security Measures: You acknowledge that Ontop employs proactive security measures to safeguard the integrity of the Ontop Platform, including but not limited to robust authentication methods, secure communication protocols, and continuous monitoring of transactions. These measures are designed to protect against unauthorized access and fraudulent activities.
4.1.6.2 Security Compliance: You acknowledge and agree that you will adhere to all security requirements and recommendations outlined in these Terms, as well as any additional guidance provided by Ontop, to protect your access credentials from phishing or other fraudulent schemes. This adherence is essential for safeguarding your account and the integrity of your transactions.
4.1.6.3 Reporting Unauthorized Transactions: You acknowledge and agree to immediately follow the steps outlined in Section 4.1.4.1 of these Terms in the event of any unauthorized transfer or suspicion thereof. This includes promptly notifying Ontop within the timeframe specified to ensure limited liability. Failure to report unauthorized transactions in a timely manner may increase your liability for any resulting losses.
4.1.6.4 Notifications of Transactions: You acknowledge that Ontop will provide notifications and/or receipts for each electronic transfer you initiate, as well as other non-transactional communication regarding our services. These notifications may be delivered through various channels, including in-app, email, SMS, WhatsApp, and mobile notifications. It is your responsibility to ensure that Ontop has up-to-date contact information to receive these notifications promptly. Note that our official WhatsApp number is +1 (786) 655-8772 and the email addresses are legal@getontop.com, support@getontop.com, or any email from the domain “@getontop.com.”
4.1.7. Client Account Registration Information
We reserve the right to modify the information required for you to provide in order to create and/or maintain an Account and/or for the purposes of conducting periodic KYB and/or due diligence processes from time to time and at our sole discretion. We may request additional tax information depending on the country of incorporation or principal place of business of the Client company. When required under our Client Services, we may share your data with third parties in accordance with our Privacy Policy. We also reserve the right to terminate access to our services if we believe that you have violated these Terms, engaged in illegal activities or acted inconsistently with our security requirements. Ontop will not be liable for any resultant damages to you or any third party.
5. I have a Client Account! Now, how do the Payroll Services work? 🤔🧾🛎️
Summary: Ontop offers Payroll Services under various fee models (Global Seats, Flex Seats, Variable Fee), with detailed rules on billing, contract types, payments, and tax responsibilities. Clients are responsible for timely and accurate payments, contract management, and tax compliance, including gross-ups for withholdings. Ontop may update fees and terms with notice and is not liable for client errors or payment delays caused by third parties.
5.1.1 Ontop Seats
Payroll Services can be offered under a number of different SaaS subscriptionmodels for Active Contracts, namely: (i) a SaaS subscription model (“GlobalSeats”); (ii) recurring service fee based on Active Contracts (“FlexSeats”); or a transactional service fee (“Variable Fee” and collectively with Global Seats and Flex Seats, the “Ontop Seats”). If you engaged Ontop as a Client under our former Ontop Platform Terms of Service, you may have been offered a pricing scheme in which monthly Ontop Fees were charged to you whenever you made compensation payments to Workers.
5.1.2. Payment
You shall be responsible for payment Ontop the Ontop Total Fee as set forth in the invoice issued by Ontop pursuant to Section 5.10.
Global Seats is a Software-as-a-Service (SaaS) subscription plan through which we provide you with a license to access the Ontop Platform and use Client Payroll Services. Through Global Seats, we grant you and your Workers the license referenced in Section 6.1 - License below. Each Global Seat allows you to hire, onboard, and pay an individual Worker under a single contract through our Platform. Each additional contract with the same Worker will require a separate Global Seat. If a contractual relationship with the Worker ends, a Global Seat with an active subscription can be used for new Workers. Global Seats are available for the You Sign, Contractor Pro, and Ontop Signs Payroll Services only. You may modify the amount of Global Seats by communicating Ontop in writing. Ontop may, at its sole discretion, modify the Global Subscription Fees or the Subscription Period at any time by communicating in writing. The continuation of the relationship between Client and Ontop will constitute implicit acknowledgment and acceptance of the Global Seats' new terms.
Clients may acquire a fixed number of possible Active Contracts and pay the subscription fees applicable to the respective Payroll Service business models (“Global Seats Subscription Fee(s)” or “Subscription Fee(s)”). We may provide list prices for Global Seats Subscription Fees and offer you discounted rates, depending on certain factors such as Global Seat volumes, subscription periods, among others. The pricing will be included in our commercial proposal, Order Form, service order, or similar document. Subscription Fees are payable regardless of whether you use the Global Seats to hire Workers during any particular month or other designated period. If additional Flex Seats are activated by the Client during the Subscription Period, the total Subscription Fee may be adjusted accordingly to reflect the combined usage of Global and Flex Seats, and such adjustment will be communicated in writing.
We may bill the Subscription Fees on a monthly or yearly basis, or another billing cycle as agreed upon otherwise in writing with us.
Flex Seats is a comprehensive Payroll Service and invoicing model designed for Client Services. Under Flex Seats, you only pay for the active contracts you have in place with Workers, allowing you to dynamically manage your Worker contracts and associated costs.
You can create contracts on our Platform and pay the fees applicable to Active Contracts under the respective Payroll Service business models (“Flex Seats Fee(s)”). We may provide list prices for Flex Seats Fees and offer you discounted rates, depending on certain factors such as Flex Seat volumes, among others. Flex Seats Fees will be calculated on the amount of Active Contract; any additional payments to the Workers will be subject to an additional Ontop Total Fee. Flex Seats Fees are payable regardless of whether you make payments to Workers during any particular month, so long as you have an Active Contract with the Worker. Ontop may modify at its sole discretion the Flex Seats Fees at any time by communicating in writing. The continuation of the relationship between Client and Ontop will constitute implicit acknowledgment and acceptance of the new Flex Seats Fees.
Clients will be invoiced Flex Seats Fees based on the given number of existing or created active contracts within a given month on the Ontop Platform. Each Client will have a unique monthly invoice issuance date, which is set once and can range from the 1st to the 28th day of every month, as agreed upon between Ontop and the Client (“Cutoff Date”). If you create a new contract or end an existing one after the Cutoff Date, we will bill you Flex Seats on a prorated basis with respect to the active contracts in question. Any changes to the Cutoff Date must be mutually agreed upon in writing by both Client and Ontop and may be subject to adjustments in the invoicing process.
You will have access to a certain number of Ontop seats set forth in Section 5.1.1 for the period of time agreed upon with us (“Subscription Period”). You are bound by the terms of the Subscription Period to pay for the Subscription Fees. If you choose to cancel your Global Seats subscription before the Subscription Period has ended, you will (i) not be eligible for a refund of Subscription Fees paid in advance or (ii) all future unpaid Subscription Fees for the remainder of the Subscription Period will become due and payable immediately, unless you have agreed otherwise in writing with us. If you add Flex Seats during the Subscription Period, the applicable Subscription Fees may be adjusted in accordance with Section 5.2.1, and in the event of early termination, Section 9.2.2.6 shall apply to determine the outstanding fees owed.
Seat downgrades or reductions to the number of subscribed Global or Flex Seats require Ontop’s prior written approval. Ontop is under no obligation to accept modifications once the Subscription Period or Billing Cycle has commenced. If you add Flex Seats during the Subscription Period, the applicable Subscription Fees may be adjusted in accordance with Section 5.2.1.
Clients are responsible for ensuring compliance with the Active Contract termination process and for addressing any outstanding contractual matters accordingly. In addition to dishonesty, misconduct, or material breach of agreement, a contract may be terminated for just cause based on performance-related grounds. These include, but are not limited to: (i) repeated failure to meet agreed deliverables or deadlines; (ii) persistent absenteeism or unresponsiveness; (iii) inadequate quality of work, including but not limited to failure to follow reasonable instructions or to meet the professional standards reasonably expected for the scope of services. The inclusion of these grounds aims to reduce liability exposure for Clients and Ontop without affecting the classification of the Worker as an independent contractor or employee, as applicable. Failure to terminate Active Contracts through our Platform will result in continued charges of Flex Seat Fees. Under EoR, Ontop Signs and Contractor Pro, the Ontop Total Fee will continue to be charged by us until all the agreements that Clients and Ontop are involved are properly terminated through our Platform by notifying all the parties of such terminations.
At our sole discretion, any You Sign traditional contracts that have not been paid may be deactivated. This action may be taken without prior notice to you.
Under the You Sign Payroll Service, you can set contract terms by selecting from pre-set parameters using our contract generation tool if you don’t already have your own standard contract templates. You can also use our Platform to upload and manage agreements that you have created and executed with your Contractors outside of our Platform. This contract automation is provided as a convenience to you. These parameters may include: Client and Contractor names and addresses; contract type; payment type; payment frequency, special clauses and jurisdiction; among others. Once a contract is active on our Platform, you will be able to view all of the respective details in the contract summary.
Under the Ontop Signs Payroll Service, you and your Contractors will be bound by our contract terms. You and Ontop shall enter into a Service Agreement or Master Service Agreement (the “Service Agreement”), and Ontop shall enter in a separate Independent Contractor Agreement with the Contractor to render the services to the Client specified in the SOW (the “ICA”). We will act as the contracting party so there will be no contract between you and the Contractor. Similar to the You Sign Payroll Service, you will be able to set certain contract parameters by filling out a form on our Platform, which will be populated in our contract templates for signature by the relevant parties. Once a contract is active on our Platform, you will be able to view all of the respective details in the contract summary.
Under the Contractor Pro Payroll Service, the relationship between you, Ontop, and the Contractor shall be governed by the Contractor Pro Master Service Agreement (the “CPro Agreement”). In this arrangement, Ontop will facilitate the hiring of the Contractor, who is engaged and compensated by you to deliver services as specified in the Statement of Work you create. You shall incur an Ontop Fee, for utilizing the Platform, and a Payroll Fee for the administration and facilitation of the Contractor’s hiring and the services provided under the aforementioned Statement of Work (collectively referred to as the "Ontop Total Service Compensation"). You can also use our Platform to manage agreements that you have created and executed with Ontop or your Contractors outside of our Platform. Ontop does not have any liability or obligation under any agreement executed between you and the Contractor that Ontop is not part of such agreement. Once a contract is active on our Platform, you will be able to view all of the respective details in the contract summary.
Under the EOR Payroll Service, Client and Ontop shall enter into an agreement to govern the EOR Payroll Services (“EOR Agreement”), and Ontop (or Ontop’s partners) will enter into an employment agreement with Worker (“Employment Agreement”). Ontop (or Ontop’s partners) will draft employment agreements according to local labor laws and regulations of the country where the Employee resides and handle the signature process offline through an electronic signature platform. Once the Employment Agreement is signed, it may be uploaded to our Platform for viewing by the Employee if they have a worker account created under our Worker T&Cs (“Worker Account”). Since we (or our partners) are the contracting party, no changes will be applied to our employment agreement templates other than certain contract parameters such as duration, salaries, and others.
Within the scope of the EOR Payroll Service, we (or our partners and/or affiliates) act as the official employer of any hired Employees. You may receive services provided by Employees but they are not considered your direct employees in any capacity. All legal and payroll management of Employees is handled directly by us or through our partners and/or affiliates.
Upon availability, Clients may enter into separate, standalone agreements with Workers (“Add-On Agreements”) and upload the Add-On Agreements on the Ontop Platform, regardless of the Ontop Payroll Service model selected (e.g., You Sign, Ontop Signs, Contractor Pro, or EOR). These agreements may address matters such as intellectual property rights, confidentiality, data use, or other ancillary terms relevant to the working relationship. Add-On Agreements must be clearly designated as independent from Ontop’s standard contractual templates and remain the sole responsibility of the Client and the Worker, unless Ontop is expressly named as a party. Ontop may, at its discretion, impose formatting requirements or requests to review Add-On Agreements submitted through the Platform in order to ensure legal traceability, compliance, or technical compatibility with Ontop’s systems. Ontop assumes no liability for the content, enforceability, or consequences of Add-On Agreements unless explicitly agreed in writing.
We have no responsibility or liability with respect to the content, validity, or enforceability of any document created and/or executed by you and your Contractors, nor are we responsible or liable for any matters or disputes arising from any such document. Similarly, we will not be responsible or liable for documents uploaded to the Platform by you. You will assume full responsibility and liability for these documents and their content. It is your responsibility to consult with an attorney on any contract template available on and created from within our Platform or on any document created outside of and/or uploaded to the Platform. None of the clauses in any templates provided by us will be considered as imposed by us or restricting the freedom of contract and/or party autonomy of Clients or Contractors.
Once a contract is active on our Platform, you will be able to view all of the respective details in the contract summary. You can securely store and manage multiple contracts in your Client Account organized by type, counterparty, and completion status. You can limit access to contracts and contract information to specific persons, companies, or groups within your Account. You can track each contract according to Client approval status and payment status.
5.8.2.1 Extra Payments. In addition to the base compensation that you agree to pay to Workers or to Ontop, our Platform also allows you to make extra payments for things like variable compensation and reimbursement of expenses (“Extra Payments”). We only allow for extra payments if they are related to: (i) variable compensation such as commissions, bonuses and bonifications; or (ii) reimbursement of expenses that are directly related to the provision of services. Due to the nature of certain Payroll Services (especially those that involve an independent contractor relationship), no other extra payments are allowed. For the avoidance of doubt, the prohibition on unauthorized extra payments extends to payments to cover tax expenses, social security contributions, insurance fees and premiums, and any reimbursement or advance payment for products or services purchased by the Worker is not permitted.
5.8.2.2 Non-Recurrent or ad hoc compensation.Extra Payments must be expressly identified in the contract. The Client is solely responsible for accurately categorizing and entering the correct compensation amount during the contract setup process. If the Client provides information on the Platform that conflicts with the uploaded agreement, including discrepancies in the compensation amount or payment frequency, Ontop shall have no obligation to validate, fund, or enforce the corresponding agreements or payments.
5.8.2.3 Inclusion in the Invoice. In accordance with Section 5.8.2.2 above, If Ontop, upon Client’s request, considers that the Contractor is entitled to additional payments beyond the Contractor’s Service Compensation, the Client shall ensure that these Extra Payment and/or compensation amounts are appropriately adjusted and included as part of the Payroll Fees in the invoice issued through the Ontop Platform.
5.8.2.4 Subject to Approval. As a general rule, depending on the monthly Worker compensation and other criteria defined at our sole discretion, total extra payments in a given month will be limited on the Ontop Platform and may require additional approval from Ontop.
You will be able to make amendments and terminate contracts from within our Platform. For Ontop Signs Contractors and Contractor Pro Contractors, you may request that we modify or terminate our contracts with them, and these contractual modifications may be automated by us through our Platform. For EOR Employees, you will be able to request modifications and termination of EOR Payroll Services by contacting your Ontop point of contact.
As a Client, you can use our Platform to set up your preferred payment method for settling Ontop Invoices and payments to Workers. We accept the following methods of payment, among others: (i) wire transfer (US or international); (ii) automated clearing house (ACH) transfer; (iii) credit card; and (iv) crypto. Certain payment methods may not be available to all Clients. A detailed guide on How to set up a payment method can be found on our Website.
In exchange for providing Client Services, we charge our Clients Ontop Fees for the provision of Client Services, as detailed in our Platform. Unless stated otherwise, we inform you of our Ontop Fees for Client Services through our sales and/or customer success team, which are updated from time to time. If we have offered you rates that are different from our standard pricing, they will be included in our commercial proposal, Order Form, service order, or similar document. As stated in Section 3.1.5 above, our Ontop Fees are subject to change and we will inform you about related changes. Fee readjustments may result from various factors, including changes in applicable law, regulatory requirements, industry practices, or increased service scope or volume requested by the Client.
Clients transitioning Workers to an Out-of-Wallet (“OOW”) payment arrangement acknowledge and agree to bear all associated costs. These include: (i) administrative and processing fees charged by Ontop and/or its third-party financial service providers; and (ii) any losses arising from foreign exchange (FX) fluctuations between the payment submission date and final disbursement to the Worker. Upon Client’s consent or request, Client may sign a parallel agreement with Ontop or provide its express consent in writing via email, letter, or mail in order to bear all the costs associated with Ontop’s charges to disburse the funds to each Worker. These charges are separate from Ontop Payroll Fees and Ontop Fees.
5.10.3.1 Ontop Total Fee includes, without limitation:
(i) Ontop Fees (e.g., Global Seats, Flex Seats, or Variable Fee);
(ii) Service Fee (e.g., a percentage of the total transaction volume);
(iii) Transaction Fee (charged by the Regulated Institutions based on payment method, currency);
(iv) Exception Fees (e.g., fees for manual review, disputes, or offline processing, bank fees, third-party charges, interest, intermediary fees, etc.). Please see more information at Fee Schedule;
(v) Payroll Fees (per any applicable Statement of Work, and/or agreement);
(vi) Minimum Monthly Fee (where applicable).
5.10.3.2 Fee Changes and Fee Schedule. Ontop may amend any of the above-listed fees by providing at least fifteen (15) days’ prior written notice, with such changes becoming effective upon the next billing cycle. The fees and charges set out in the Fee Schedule shall apply to the transfer of funds into and out of the Ontop Platform, Ontop Worker Wallet, Ontop Balance, and any payment service provided via Ontop. “Fee Schedule” means the schedule of fees published on the Website at https://www.getontop.com/legal/fee-schedule. If a separate schedule of fees has been provided to you, and there is any conflict between the Fee Schedule published on our website and the fee schedule provided to you, your fee schedule shall prevail with respect to the conflicting fees. The non-conflicting fees from the Fee Schedule shall remain valid and in full force.
Through our Platform, we generate and submit invoices to our Clients for our Ontop Total Fees (“Invoice”) and a payment summary on behalf of Workers when their compensation is due (“PaymentSummary”). Separate Invoices may be generated for: (i) amounts payable to Ontop, including Ontop Fees, Payroll Fees, and other applicable charges; and (ii) amounts payable to Workers under the relevant contractual arrangements. The Payment Summary will include, without limitation, all compensation amounts payable to Workers and all applicable Ontop Total Fees, including, but not limited to, Worker’s compensation, Seats (Global Seats and Flex Seats), Variable Fees, and any other service-related charges. The Client shall ensure that all required data and payment configuration inputs are accurately submitted through the Platform to enable the proper generation of the Payment Summary and the corresponding Invoices. The Client remains solely responsible for the full payment of all amounts set forth in the Payment Summary and reflected in the applicable Invoices. If there are Extra Payments to be made to Workers by a Client, these will be included in the respective Invoice, Payment Summary, or both, as applicable. The due date for payment will be the one indicated on the respective Invoice.
5.10.5.1 Enrollment in Auto-Charges Terms. By enrolling in the Auto-Charges Seat Management Terms of Service (“Auto-Charges Terms”), the Client expressly acknowledges and agrees to be automatically charged for Ontop Fees in accordance with the Auto-Charge Terms. The Auto-Charges Terms are hereby incorporated by reference into these Terms. The Auto-Charges Terms govern the procedures for automatic renewal and recurring charges related to Seat subscriptions (“Auto-Charge”). The Client authorizes Ontop to charge the Ontop Fees using the payment method on file in the Client Account for each applicable Billing Cycle, as defined in the Auto-Charges Terms. The Client is solely responsible for maintaining accurate and current payment information on the Platform and acknowledges that failure to do so may result in service suspension, contract termination, or recovery of outstanding amounts through alternative methods, as outlined in the Auto-Charges Terms.
5.10.5.2 Precedence. In the event of any inconsistency between these Terms and the Auto-Charges, the Auto-Charges Terms shall prevail solely with respect to the automatic renewal and charging procedures applicable to Ontop Seats.
5.10.5.3 Auto-Charge Subscription Cancellation Flow. Clients enrolled in Auto-Charge may cancel their subscription directly through the Platform by completing the designated self-service unsubscribe flow, which will remain active until the beginning of the following billing cycle. To initiate the cancellation, the Client must either contact Support through support@getontop.com or access the “membership” webpage and submit the required cancellation form, including a statement of the reason for termination. You acknowledge and agree that if you negotiated a different Term, and decided to unsubscribe Auto-Charge, you must contact support@getontop.com to unsubscribe and you will be liable and shall be automatically charged all the fees related to the remaining of the Term immediately prior to the Auto-Charge cancellation. Upon completion of the unsubscribe process, the Platform will automatically:
(i) terminate all active Worker contracts associated with the subscription;
(ii) restrict access to payroll and related services; and
(iii) disable the Client’s ability to onboard or initiate new Workers through the Platform.
5.10.5.4 Payment Failure. For the avoidance of doubt, in the event of involuntary churn resulting from payment failure, active Worker contracts will not be automatically terminated. However, the Client remains fully liable for any outstanding Auto-Charges Fees and other unpaid amounts. Continued failure to remit payment may result in the termination of contracts and suspension of services in accordance with these Terms. Reactivation of services may be initiated through the Platform, subject to Ontop’s sole discretion and any applicable conditions or requirements.
If available, Clients may request the inclusion of deductions in Worker invoices (e.g., penalties for missed deadlines, clawbacks, or reimbursement of advances), provided that: (i) such deductions have been previously authorized by the Worker under the Worker T&Cs, CPro Agreement, or the ICA between Workers and Ontop or Clients, as applicable. Ontop may rely on the Worker’s consent, whether granted through the Platform, the Worker T&Cs, CPro Agreement, the ICA, or any other document, as valid and enforceable, and will not be liable for disputes arising from deductions duly authorized under those agreements.
If any payment due to Ontop is not received within five (5) business days after its due date, you expressly authorize us to charge the outstanding amounts to any payment method you have on file with us. This authorization includes all payment methods previously saved or added to your account. If a late payment charge becomes necessary, Ontop will issue a notification to the email address associated with your account, providing details of the amount due and the charge date.
In the event that you fail to make payment of an Invoice by the due date (“Late Payment”), you will be liable to pay us a late penalty based on the outstanding overdue balance (“Late Penalty”). Late Payments are subject to the Late Penalty and interest, whose calculation commences from the day following the due date until the actual payment date. The applicable interest rate for Late Payments will be the maximum rate allowed under the governing law and does not waive our rights to seek other remedies available under these Terms or applicable law for late payment or non-payment.
5.10.8.1 Client Responsibility for Payment Information. You are solely responsible for providing us with accurate information about your payments. Ontop will be defended, indemnified, held harmless, and will not be liable for losses, claims, damages, or expenses incurred by you arising from any incorrect payment made by us to a Worker as a result of inaccurate information provided to us by you. Ontop is not liable for unauthorized or incorrectly authorized and executed payment Client transactions made by us unless you notify us: (a) within a reasonable time period upon becoming aware of the unauthorized or incorrectly executed payment transaction; and (b) in any event, no later than thirty (30) days after the date of the payment transaction. You are solely responsible for all the associated fees, losses, or damages arising from erroneous or misdirected payment transactions caused by your actions, including any costs associated with reversing or correcting such transactions. Under no circumstances will we assume liability related to any inaccuracies, unauthorized, incorrectly authorized payment transactions caused by your error or mistake. In the event that a payment transaction or errors result from your mistake. However, if the funds have already been processed and received by the intended recipient, Ontop bears no further responsibility, and you must seek recovery directly from the recipient bank. If a payment transaction is executed incorrectly due to Ontop’s exclusive fault, we will take reasonable steps to rectify the issue or reimburse you for related losses within thirty (30) days. Payments to Ontop must be made exclusively by the legal entity named on the invoice and registered in the Client Account. If a sister company, parent entity, or any other related party remits payment on the Client’s behalf, you remain solely responsible for reconciling the transaction and resolving any discrepancies. Ontop has no obligation to track, allocate, match, or accept third-party payments unless pre-approved in writing in advance. Ontop reserves the right to reject, return, or suspend processing of such payments at its sole discretion if the remitting party does not match the registered Client Account details.
5.10.8.2 Client Responsibility for Payment Discrepancies. You are solely responsible for overdraft fees, insufficient funds fees, wire transfer fees and any other bank or payment institution fees that you may incur in making payments to us. In addition, you are responsible for making accurate payments of Ontop Invoices. In the event that a payment transaction is executed incorrectly due to our exclusive fault, we will take steps to rectify the error within thirty (30) days, whether such an error would result in a payment amount received that can be above or below the amount to be paid stated by the Client.
5.10.8.3 Error Resolution and Entry Correction. If you believe that (i) a debit was incorrectly applied to your Ontop Balance, (ii) an invoice includes an error, or (iii) an unauthorized transaction occurred, you must notify us within sixty (60) days of the transaction’s appearance. We will initiate an investigation within ten (10) business days and provisionally credit your account within two (2) business days if more time is required. Our investigation will conclude within forty-five (45) days, and if an error is confirmed, we will correct it within one (1) business day.
5.10.8.4 Escalation Path for Payment Disputes. In the event of a payment-related issue or dispute, you must first submit a formal complaint or support request through Ontop’s official communication channels (e.g., legal@getontop.com, support@getontop.com, or the Contact Center). If the matter is not resolved within ten (10) business days of submission, you may escalate the matter in writing to Ontop’s Legal or Compliance team at legal@getontop.com, with a clear explanation of the issue, supporting documentation, and proof of prior support engagement. Only after exhausting the above internal escalation procedures and failing to reach a resolution within thirty (30) calendar days, may the matter proceed to arbitration, in accordance with Section 10.10.2 of these Terms.
5.10.8.5 Correcting Entries. If Ontop or its partners mistakenly apply funds, you authorize us to debit your Ontop Balance or invoice you for the overpaid amount. You have ten (10) business days to dispute any such correction after being notified
5.10.8.6 Negative Balance and Compensation in the Next Invoice. Clients may incur a negative balance in their Ontop Balance and/or Platform if the full amount on an invoice is not received (e.g., due to bank fees or FX fluctuations). Ontop reserves the right to invoice the remaining amount in the following invoices. Clients must pay the invoice net of fees. Ontop is not responsible for any incorrect or mistaken payment initiated by the Client, unless Ontop is solely at fault.
5.10.8.7 Payment Prioritization in Case of Insufficient Funds. Where available funds are insufficient to cover all outstanding payment obligations, Ontop will apply such funds in the following order of priority: (i) Ontop Fees (including Global Seats, Flex Seats, platform access, and Variable Fees);
(ii) Transaction and Service Fees;
(iii) Payroll Fee to Contractors under Ontop Signs and Contractor Pro;
(iv) Payroll Fee to Employees under the EOR model;
(v) Payments to Contractors under You Sign.
If the funds are insufficient to fully satisfy a specific tier, no partial payments will be processed for that tier. The transaction and Service will be suspended until the full amount required is received. Ontop reserves the right to suspend access to the Platform or Services in the event of payment shortfalls.
5.10.8.8 Payment Delays by Payment Processors. You acknowledge that payment timelines may vary depending on the payment method, banking partners, and jurisdictional requirements. Payments may be delayed due to KYC/AML reviews, FX settlement windows, regulatory requests, holidays, compliance requirements, fraud checks, third-party provider issues, internal reviews by the payment processors, operational downtimes, local or international holidays, or other service disruptions beyond Ontop’s control.
Ontop shall not be held liable for payment delays caused by third-party payment service providers, Regulated Institutions, ACH processors, SWIFT networks, correspondent banks, or other providers that place transactions on hold to request further information or documentation.
Ontop may notify you of any delays once identified by Ontop. However, Ontop shall not be responsible for any losses, penalties, interest, exchange rate fluctuations, or additional costs that arise due to such delays outside of Ontop’s direct control.
5.10.8.9 Custody Role and Worker Consent for Withdrawals. Ontop acts solely as a custodian and facilitator of funds held on behalf of Workers. Ontop cannot and will not deduct or withdraw any funds from a Worker’s Ontop Worker Wallet without the Worker’s express prior written consent when Ontop is acting as a Payment Agent to deliver payments (including, but not limited to, workers compensations) from Clients to Workers. If a Client believes that an overpayment or mistaken transfer has occurred, the Client must directly negotiate with the affected Worker to (i) obtain the Worker’s consent to refund the overpaid amount to the Client’s original payment method; or (ii) agree to offset the overpayment in a future payment cycle. To assist Clients, Ontop may provide a withdrawal letter template or facilitate the consent process at the Client’s request. However, no deduction will be made unless and until Ontop receives explicit written authorization from the Worker. Ontop disclaims any responsibility for resolving disputes between Clients and Workers regarding overpayments or mistaken transfers, and will not intervene or act on behalf of either party unless proper authorization is received from the Worker.
You are solely responsible for the direct payment of all taxes, tariffs, assessments, duties, or similar charges imposed by domestic or foreign Governmental Authorities related to the payment of Ontop Total Fee, including any interest, additions to tax, or penalties (collectively, the “Taxes”). Ontop does not provide any tax, accountant, legal advice, or tax filings assistance. To the extent that Ontop is required to collect any Taxes related to any Ontop services provided to you, such Taxes shall be added to the invoices. You shall pay these Taxes, which will be itemized separately on the relevant invoice provided by Ontop. You shall pay Ontop services in full, net of any applicable withholdings. If any law requires taxes to be withheld from payments, the Client may deduct such taxes and must remit them to the appropriate tax authority. To compensate for any withholdings and ensure Ontop receives the intended full payment, the Client will gross up the payment so that the net amount received by Ontop equals the original Ontop Total Fee specified before any withholdings.
The amount of any Invoice and any Ontop Total Fee you owe us for any Ontop services described in these Terms are net of direct or indirect taxes, levies, withholding taxes, or deductions. The Ontop Total Total Fee shall be paid in full, net of any applicable withholding taxes. If any applicable law requires taxes to be withheld from payments, the Client may deduct such taxes and must remit them to the appropriate tax authority. To compensate for any withholdings and ensure Ontop receives the full amount of the Ontop Total Fee as originally agreed (prior to any such withholdings), the Client shall gross up the payment so that the net amount received by Ontop equals the original Ontop Total Fee specified before any withholdings. Ontop shall not be responsible for paying any withholding taxes and shall receive the full net amount due. This is for both Ontop Fees and Payroll Fees. Furthermore, Ontop shall not act as a withholding agent in any jurisdiction.
We will in no way be liable to you, any taxation authority, and/or third party for any losses or penalties, monetary or otherwise, arising from your failure to adhere to tax compliance obligations.
6. Access to our Platform 🎟💻
Summary: You receive a limited license to use the Platform, and Ontop may access your systems to deliver services. Use is subject to policies on acceptable use, privacy, cookies, AI, AML/BSA, and other terms. You consent to data use, behavior analytics, and AI tools, with opt-out options available. Ontop may modify the Platform and disclaims liability for third-party services accessed via the BenefitHub.
We grant you a non-transferable, non-exclusive, revocable, worldwide, non-sublicensable, limited license to use and access our Platform solely for the purposes of engaging our Client Services.
To facilitate seamless integrations and deliver the Services effectively, you grant Ontop IC Operations LLC (Processor) and Ontop Group (sub-processors) permission to access your front-end and back-end platforms or systems where reasonably necessary. This includes, but is not limited to, data ingestion, contract deployment, payroll processing, and reporting dashboards, management of the account, consolidation of documents, and any other actions required by the Client within the Platform(the “Purposes"). Such access shall be used solely for the purpose of service delivery and technical support, and will remain subject to Ontop’s confidentiality obligations and data handling practices as outlined in these Terms and the Privacy Policy.
Such access shall be strictly limited to what is reasonably necessary for the performance of the Services as instructed by the Client. Ontop shall act as a Data Processor (or Service Provider under applicable laws) on behalf of the Client, who remains the Data Controller.
All processing of personal data by Ontop in connection with such access shall be governed by a POA entered between you and Ontop. The POA shall detail the scope of processing, security measures, confidentiality obligations, data subject rights assistance, and other responsibilities of both parties
Such access shall be used solely for the purpose of service delivery and technical support as defined in the Services description and the POA, and will remain subject to Ontop’s confidentiality obligations and data handling practices as outlined in these Terms and the Privacy Policy, in addition to the specific provisions agreed."
Ontop will implement and maintain appropriate technical and organizational security measures to protect the Client's data against unauthorized or unlawful access, processing, alteration, disclosure, or destruction.
We reserve the right, at any time, to modify, suspend, or discontinue our Platform with or without notice to you. You agree that we will not be liable to you or any third party for any modification, suspension, or discontinuation of our Platform or any part of it.
We will make all reasonable efforts to provide you with support and assistance when using our Platform. We provide support on a case-by-case basis under these Terms, subject to Section 9.5 - Disclaimer of Warranty below.
Your access to our Platform and Client Services is subject to our Acceptable Use Policy.
If we determine that the content of a contract violates these Terms or our Acceptable Use Policy, we may remove the contract from our Platform without prior notice. We may also suspend or close your Client Account, or any other Service you may use, depending on the severity of the violation(s). Contracts removed from a Client Account may not be edited or restored.
Workers are subject to our Worker General Terms and Conditions (the “Worker T&Cs”). To the extent that these Client T&Cs cover topics such as Workers Services, Worker Accounts, and Financial Services available to Workers that use our Platform, the terms of the Workers T&Cs will apply.
Clients may file complaints or concerns related to the Platform or Services by contacting Ontop via the official communication channels listed in the Contact Information section (e.g., legal@getontop.com, support@getontop.com, WhatsApp number +1 (786) 655-8772; or the Ontop Contact Center). All formal complaints must be submitted in writing and will be reviewed and responded to in accordance with Ontop’s internal complaint resolution procedures and any applicable regulatory requirements.
To exercise your rights or to make any inquiries about Ontop’s Privacy Policy or privacy practices, would like to contact our Data Protection Officer, or would like to submit a complaint, you can contact us at privacy@getontop.com (please write "Privacy Policy Issue" on the subject line) or fill out the Personal Data Request or fill out the Personal Data Request Form at the Ontop Privacy Center. In addition to our internal process, you have the right to lodge a complaint with the data protection authority in your country of residence if you believe your privacy rights have been infringed.
6.5.4 Cookies Declaration
By using the Services you acknowledge the use of certain “cookies” in your device. Cookies may be necessary for the proper functioning of the website, Platform and app. You may change your Cookies preference at any time on the Ontop website. Review our Cookie Declaration here.
6.5.5 Privacy Policy and AI🔐
Your access to our Platform and the data and information you provide when creating or maintaining your Client Account is also governed by our Privacy Policy, which is incorporated in these Terms by reference.
Ontop reserves the right to use artificial intelligence, machine learning models, biometric data (such as facial recognition or liveness detection), and other automated technologies to enhance the security, fraud detection, and compliance capabilities of the Platform. These technologies may be used to verify identities, monitor suspicious activity, ensure regulatory compliance (e.g., Know Your Customer/Anti-Money Laundering (KYC/AML), and protect user data. By using the Platform, the Client expressly consents to the use of such technologies as outlined in the Privacy Policy, subject to applicable laws in each jurisdiction. Certain Platform features may rely on and/or utilize automated tools, including large language models (LLMs), to support several business functions.
In limited cases where an automated system makes a decision that significantly impacts you (e.g., temporarily restricting account access), you have the right to request human intervention.
Ontop may transfer, process, and store personal data outside of the country in which it was originally collected, including to countries that may not provide the same level of data protection, as well as share it with the Client, Regulated Institutions, and Vendors under specific circumstances and for the purposes disclosed in the Privacy Policy. These transfers will always be carried out in accordance with applicable data protection laws and Ontop’s Privacy Policy. Where legally required, Ontop will execute appropriate data transfer mechanisms, such as Standard Contractual Clauses (SCCs), international data transfer agreements, or similar legally recognized safeguards to ensure the lawful transfer of personal data across borders.
By using the Ontop Platform, you acknowledge and agree that We may use behavioral analytics tools, including session recording and heatmap technologies, to monitor, collect, and analyze your interactions for purposes such as improving the user experience, detecting technical issues, and enhancing platform performance. These tools may collect data such as clicks, scrolls, keystrokes, navigation patterns, and system information.
We may share this information with marketing vendors, social media companies, and analytics partners. Such sharing may be considered “selling” or “sharing” under certain privacy laws. For details on how we use your data, your rights, and how to opt out, please refer to our Privacy Policy, Cookie Declaration, and Opt-Out Portal. By continuing to use the Platform, you agree to these Terms.
For any data processing activities that you have opted into, or for activities defined as a “sale” or “sharing” of data under applicable privacy laws, Ontop provides clear mechanisms to opt-out or withdraw your consent. you can contact us at privacy@getontop.com (please write "Privacy Policy Issue" on the subject line) or fill out the Personal Data Request or fill out the Personal Data Request Form at the Ontop Privacy Center. Please note that exercising this option may restrict certain features, limit functionality, or otherwise impede your ability to use the Platform. For more information, please refer to our Privacy Policy, Cookie Declaration, and Opt-Out Portal.
By using our Platform and Client Services, you acknowledge and agree that you have read and is aware of our legal disclaimers: (i) General Disclaimer; (ii) Solicitation and Promotion Rule Disclaimer; (iii) Cookie Declaration.
Your access to and use of our Platform and Client Services are subject to our AML/BSA Policy.
Clients may have access to certain products and services offered by Ontop or third-party vendors listed on the Ontop Platform for marketplace section (“BenefitHub”). These products and services may include, but are not limited to, perks, discounts, purchase benefits, courses, and insurance. You acknowledge that:
(a) Ontop is not a broker-dealer, insurance broker, investment advisor, fiduciary, or insurance provider, and does not offer financial, accounting, legal, or tax advice.
(b) Any services accessed through “For Client” tab of the BenefitHub are provided exclusively by third parties, not Ontop, and any relationship established through the use of such services is solely between you and the third-party provider. Services under the “For Worker” tab of the BenefitHub may be provided by Ontop or by third parties. Ontop will indicate on the BenefitHub section on the Platform that the service is provided by Ontop or third-parties. You are solely responsible for evaluating and accepting the terms of services of the selected services and provider.
(c) Ontop may in services provided “For Worker” tab provide the services under a white-label solution and/or under specific agreement with vendors licensed, registered, and/or authorized to provide such services.
(c) Ontop shall not be liable for the performance, accuracy, or legality of any BenefitHub services of third-party vendors.
Under the “For Client” tab, Ontop only places the options of additional services to Clients, and Ontop is not part of any relationship between the Clients and the vendors displayed in the BenefitHub section.
Your access to and use of the BenefitHub are subject to the Marketplace Terms attached hereto as Annex A and incorporated into these Terms by reference. By accepting these Client Terms of Service, you also agree to be bound by the Marketplace Terms. Ontop may update the Marketplace Terms from time to time at its sole discretion.
7. How does the Ontop Balance work? ⏩💰
Summary: Ontop Balance represents prepaid service credits (Seats) used to settle Ontop invoices. It's not actual money but a unit-based system to manage advance payments. Funds can be added via wire, ACH, credit card, or crypto (where allowed). The balance is non-refundable and must be used toward Ontop services.
You may make advance payments for services to be rendered under these Terms ("Advance Payment"). These funds are credited to your account in the form of service units, represented as Seats ("Ontop Balance"). While the Ontop Balance is expressed in units that correlate to the services available, it does not constitute a monetary balance but functions to simplify the management and application of your Advance Payments on the Ontop Platform.
Upon receipt, your Advance Payment is immediately converted into the agreed number of Seats, which corresponds to the future services Ontop will render. Each seat denotes a predetermined unit of service rather than monetary value, facilitating clear tracking and management of services rendered through your Ontop Balance.
Advance Payments for Ontop Balance may be made via international and domestic wire transfers, Automated Clearing House (ACH) transfers, digital assets, and credit cards, depending on your jurisdiction.
We reserve the right to approve or deny any Client request to enable Advance Payment or Ontop Balance at our sole discretion, in accordance with our compliance and risk management criteria.
We can use any credit available at the Ontop Balance to settle any invoices within the Ontop Platform. If the Ontop Balance is insufficient to cover the invoices selected by you, the Platform will decline the transaction, and you will be required to modify the payment transaction or transfer an additional amount to your Ontop Balance as Prepayment to Ontop.
You are responsible for ensuring the availability of sufficient Ontop Balance to meet your payment obligations. We may deduct our Ontop Total Fees or any other fees from the credit in your Ontop Balance. We will not be liable for any consequences arising from insufficient Ontop Balance to settle any payment obligations.
Ontop Balance will be recorded by us as a liability (unearned revenue) until the Ontop Balance funds are used by you to settle any outstanding Ontop Invoices. You should consult with their financial advisors about the proper accounting treatment of the Ontop Balance.
Any remaining Ontop Balance may be used only as a credit to offset fees arising from any services provided by Ontop. The Ontop Balance is not refundable.
8. Changes 🔀
Summary: These Terms may change. Continued use means you accept the new version. You're responsible for keeping your email updated.
These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an email to the last email address you provided to us (if any) and/or by prominently posting notice of the changes on our Website/Platform. You are responsible for providing us with your most current email address. In the event that the last email address that you provided us is not valid or, for any reason, is not capable of delivering to you the notice described above, our dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective immediately. Continued use of our Platform and Client Services following notice of such changes will indicate your acknowledgment and agreement to be bound by the terms and conditions of such changes.
9. General Legal Terms 🪖⚖️
Summary: You agree to use Ontop under binding terms, including arbitration, Delaware law. Terms cover warranty disclaimers, liability limits, indemnification, IP and feedback ownership, export laws, and no class actions. Ontop may update these Terms at its discretion. Any issues contact our support channel.
You agree that any signature, other electronic symbol, or process attached to, or associated with any type of document will have the same legal validity and enforceability as a manually executed signature or use of a paper-based record keeping system to the fullest extent permitted by all applicable law. You waive any objection to the contrary.
- You consent that we may provide notice electronically and you understand that this consent has the same legal effect as a physical signature.
- We may notify you of activity, alerts, payments, invoices, these Terms and others through your account, email, text, or SMS to the contact information you provide us with.
- You may choose not to receive certain notices via text or SMS, but this will limit the use of certain Services.
- These notifications will be considered received 24 hours after they are sent.
- You understand that you may not use our Services unless you consent to receive notices electronically. You may only withdraw consent to receive notices electronically by closing your Account.
- You must maintain an updated web browser and computer and mobile device operating systems to receive notices correctly.
- You are responsible for all costs imposed by Internet or mobile service providers for sending or receiving notices electronically.
You can use our secure e-sign tool to execute agreements and other documents. Under applicable US state and federal laws, electronic signatures are not enforceable on some documents. Because of this, we:
- have no responsibility or liability with respect to the content, validity, or enforceability of any document, nor are we responsible or liable for any matters or disputes arising from the documents; and
- make no representations or warranties regarding the validity or enforceability of electronic documents or electronic signatures.
It is your responsibility to consult with an attorney to determine whether a document will be enforceable if it is electronically signed via the e-sign tool.
9.2.1. Term The applicable Term of each specific engagement shall be as defined in the relevant Order Form, Service Agreement, CPro Agreement, or similar written instrument, including any amendments, extensions, or renewals thereof, executed between the Client and Ontop (each, an “ApplicableAgreement”). In the absence of a defined Term, the relationship shall continue on a month-to-month basis until terminated in accordance with this Section.
9.2.1.1 Auto-Renewal. Unless expressly stated otherwise in an Applicable Agreement, the Term shall automatically renew for successive periods of equal duration unless either party provides written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current Term.
9.2.2. Termination
9.2.2.1 Superseding Terms. Notwithstanding anything to the contrary in these Terms, the specific provisions on Term, renewal, and termination set forth in any Applicable Agreement shall prevail in the event of conflict, unless expressly stated otherwise.
9.2.2.2 Minimum Term and Non-Cancellation Commitments. If the parties agree to a minimum commitment period or a non-cancellation clause in any Applicable Agreement, early termination by the Client without cause shall not relieve the Client of its obligation to pay Ontop Total Fees, including but not limited to all Ontop Fees, Payroll Fees, and other applicable charges for the remainder of the agreed Term.
9.2.2.3 Notice and Churn Reporting. Clients must provide Ontop with at least sixty(60) days’ written notice before discontinuing use of Ontop Services. Failure to do so will result in the Client being charged all applicable Ontop Total Fees for that billing cycle, including but not limited to Ontop Fees, Global or Flex Seats, active contract charges, and other recurring or transactional fees.
9.2.2.4 Early Termination by Client. If the Client terminates these Terms, the Service Agreement, the CPro Agreement, EOR Agreement, any applicable Order Form for convenience before the end of the current Subscription Period or term, all outstanding fees due for the remaining period shall become immediately due and payable. This includes, but is not limited, to pre-agreed Global Seat fees, Flex Seat fees, any minimum fees, Ontop Fees, and Ontop Total Fees. The Client shall pay an early termination charge equal to the greater of (i) the total fees contractually due for the remaining term (including adjustments due to additional Flex Seats, if any); or (ii) the average of the Ontop Fees invoiced to the Client over the six (6) months immediately preceding termination, multiplied by the number of months remaining in the term.
9.2.2.5 Termination by Ontop. Ontop may suspend or terminate the Client’s access to the Platform or Client Services, in whole or in part, with immediate effect and without liability, (i) if the Client breaches these Terms or any Applicable Agreement; (ii) if the Client uses the Platform or Services in violation of applicable law or third-party rights; (iii) pursuant to Section 5.5 of these Terms; and/or (iv) as otherwise permitted under any Applicable Agreement. Termination under this clause may be exercised at Ontop’s sole discretion, without cause, without prior notice, and without prejudice to any other remedies.
9.2.2.6 Effects of Termination. Upon termination, the Client’s access to the Platform and Client Services shall immediately cease. Termination shall not affect any obligations accrued prior to the termination date, including payment obligations. Provisions which by their nature are intended to survive termination shall remain in full force and effect, including but not limited to confidentiality, limitation of liability, and dispute resolution.
We will not be held liable for failure or delay in the performance of our obligations under these Terms or any agreement between us, if such performance has been made imprWe will not be held liable for failure or delay in the performance of our obligations under these Terms or any agreement between us, if such performance has been made impracticable by the occurrence of a contingency not reasonably within our control and not at our fault, including compliance with any applicable foreign or domestic governmental regulation or order, any interruption of our Platform and/or Client Services due to any act of God; blockage, accidents, disturbance or encumbrance of telecommunications, transport or procurement networks for whatever reason; strike, equipment or transmission failure, shortage of materials, riots, disturbance or encumbrance of the telecommunications, internet or other service disruptions involving hardware, software or power systems not within our possession or reasonable control; poor quality or interruptions of electrical current; epidemics, pandemics or outbreak of communicable disease; quarantines; international, national or regional emergencies; poor quality or interruptions of electrical current; virus or computer hacker attacks, insurrections or acts of a similar nature; state of war or embargo; acts of terrorism, total or partial strikes within or outside of Ontop; lock-out, social conflicts, sabotage or acts of vandalism; foul weather, earthquakes, explosion, fires, storms, flooding, other natural disasters; water damage, incapacity to obtain raw materials or supplies; legal or regulatory modifications applicable to supplying our Services, and any other case reasonably beyond our control preventing the normal provision of our Services to you.
hrough acceptance of these Terms, you release and forever discharge Ontop, Ontop Group (and our officers, employees, agents, successors, and assigns) from, and waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly from, or that relates directly or indirectly to, our Platform and/or Client Services (including any interactions with or act or omission of other Platform users or any other related third parties).
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THIS SECTION, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
OUR PLATFORM AND CLIENT SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND ONTOP (AND ITS SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THEY WILL BE ACCURATE, COMPLETE, OR RELIABLE. ONTOP DOES NOT REPRESENT, WARRANT, OR PROVIDE ANY OTHER FORM OF GUARANTEE THAT THE CARD/WORKER WALLET OR SUPPORT SERVICES AND/OR ANY DELIVERABLES MEET THE WORKER’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR ARE ERROR-FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ONTOP, ITS AGENTS, ITS THIRD-PARTY SERVICE PROVIDERS, SUBCONTRACTORS, OFFICERS, EMPLOYEES, OR REPRESENTATIVES SHALL CREATE ANY WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY, AND CUSTOMER MAY NOT RELY ON ANY SUCH INFORMATION. THE ONTOP CARD/WORKER WALLET MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT TO THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. ONTOP IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ANY AND ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You agree to indemnify, defend, and hold us (including Ontop Group’s officers, directors, managers, employees, agents, any subsidiaries, and affiliates) harmless, including costs and attorneys’ fees, from any and all claims, losses, damages, costs, demands, expenses, arising out of or related to any claims, assertions, proceedings, or findings brought by anyone due to or arising from (a) your use of our Platform and/or Client Services; (b) your violation of these Terms, (c) default in payment of any Ontop Total Fees; (d) your violation of applicable laws or regulations; (e) the content or data you provide on our Platform; and/or (f) if you are a party to an agreement with Ontop that requires prior notice for termination, and you unsubscribe from the Auto-Charge Terms or stop using any of the Services without providing the required notice. We reserve the right, at your expense, to take on the sole defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claims, actions and/or proceedings when we become aware of them.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF OR INABILITY TO USE OUR PLATFORM AND/OR CLIENT SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO AND USE OF OUR PLATFORM AND/OR CLIENT SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM OR RESULTING LOSS OF DATA.
WE WILL IN NO EVENT BE LIABLE TO CLIENTS IN THE EVENT THAT YOU TREAT YOUR CONTRACTORS AS EMPLOYEES RATHER THAN INDEPENDENT CONTRACTORS, WHETHER CONTRACTED BY YOU OR DIRECTLY BY US FOR YOUR BENEFIT. WE ARE NOT RESPONSIBLE FOR THE OVERSIGHT OF OR FEE DETERMINATION RELATING TO YOUR RELATIONSHIP WITH YOUR CONTRACTOR(S). ANY AND ALL CLAIMS, LEGAL ACTION, AND/OR LAWSUITS RESULTING FROM THE CONTRACTORS’ MISCLASSIFICATION AND/OR YOUR IMPOSED WORKING CONDITIONS WILL BE YOUR SOLE RESPONSIBILITY AND LIABILITY. YOU, YOUR SUBSIDIARIES, AND YOUR AFFILIATE COMPANIES WILL UNDERTAKE TO ASSUME THE SOLE DEFENSE OF SUCH LAWSUITS AND FILE ANY AND ALL NECESSARY MOTIONS TO REQUEST THAT WE BE REMOVED AS A DEFENDANT IN SAID LAWSUITS. YOU WILL ALSO INDEMNIFY AND HOLD US HARMLESS FOR ANY AND ALL RELATED ATTORNEY’S FEES AND/OR COURT COSTS INCURRED AS A RESULT OF ANY LEGAL ACTIONS RESULTING FROM MISCLASSIFICATION OR CONDITIONS OF THE CONTRACTORS’ WORK IMPOSED BY YOU. THIS SECTION WILL NOT CAUSE PREJUDICE TO ANY RIGHT OF RECOURSE THAT WE ARE ENTITLED TO IN RELATION TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, OUR AGGREGATE LIABILITY TO YOU FOR ANY AND ALL DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF TEN THOUSAND US DOLLARS (US $ 10,000.00). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT INCREASE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.
CLIENT MUST RAISE ANY COMPLAINTS OR LIABILITY CLAIMS WITHIN SIXTY (60) DAYS OF THE EVENT OR INVOICE DATE. FAILURE TO DO SO WILL RESULT IN A WAIVER OF YOUR RIGHT TO RAISE THAT CLAIM. THIS LIMITATION DOES NOT APPLY WHERE PROHIBITED BY LAW.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
9.7.1 No Fiduciary Relationship or Advisory Role. You acknowledge and agree that Ontop is not acting as your fiduciary, advisor, agent, or legal representative in connection with the Client Services, Financial Services, or contract execution workflows available on the Platform. You are solely responsible for all business, legal, financial, tax, and employment-related decisions. Ontop does not provide legal, tax, or employment advice, and any assistance or support provided by Ontop does not create a fiduciary or advisory duty under law or contract.
You acknowledge and agree that Ontop shall not be liable for any losses, damages, or claims (including, without limitation, for lost profits or indirect, consequential, or special damages) arising from any refusal of payment made in accordance with these Terms, even if such refusal causes delays or disruptions to your operations or those of any third party. For the avoidance of doubt, Ontop shall also not be liable for any losses, damages, or claims resulting from a refusal or failure by a User to accept or complete a payment.
We respect the Intellectual Property of others and ask that you do the same. “Intellectual Property” or “IP” means any intellectual property or similar proprietary rights in any jurisdiction, whether registered or unregistered, including such rights in and to:
(a) trademarks and pending trademark applications, trade dress, service marks, certification marks, logos, domain names, uniform resource locators (URLs), trade names, and fictional business names, together with all translations, adaptations, derivations, and combinations and like intellectual property rights, together with all associated goodwill;
(b) issued patents and pending patent applications, and any and all divisions, continuations, continuations-in-part, reissues, renewals, provisionals, continuing patent applications, reexaminations, and extensions of such patents or applications, any counterparts claiming patent priority, utility models, patents of importation/confirmation, certificates of invention, certificates of registration and similar rights, inventions, invention disclosures, discoveries, and improvements, whether or not patentable;
(c) works of authorship, all copyrightable works (including software), and all copyrights, including all relevant applications, registrations, renewals, and corresponding rights;
(d) trade secrets (including those trade secrets defined in the US Uniform Trade Secrets Act promulgated by the National Conference of Commissioners on Uniform State Laws in 1979, as amended and under corresponding foreign statutory and common law), business and technical information, know-how, non-public information, and confidential information and rights to limit the use or disclosure by any person;
(e) mask works; and
(f) moral rights (droit moral).
Excluding any of your own content or data that you may provide, you acknowledge that all the Intellectual Property rights, including copyrights, patents, trademarks, and trade secrets on our Platform and its related content, are owned by us, our affiliates, and/or suppliers. Neither these Terms (nor your access to our Platform) transfers to you or any third party any rights, title, or interest in or to such Intellectual Property rights, except for the limited access rights expressly set forth in Section 6.1 - License. We and our suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
If you submit, whether orally or in writing, or provide us with any feedback, suggestions, or recommended changes regarding our Platform, Client Services, or any other product offerings, including new features or functionalities, comments, questions, suggestions, or the like (“Feedback”), you assign to us any and all right, title, and interest to your Feedback, including any ideas, know-how, concepts, techniques, or other Intellectual Property rights contained in your Feedback, and agree that we will have the right to use and fully exploit such Feedback and related information in any manner we deem appropriate without any attribution or compensation to you, for any purpose whatsoever. We will treat any and all Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not send us any information or ideas that you consider to be confidential or proprietary.
All trademarks, logos, and service marks (“Marks”) displayed on our Website and Platform are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of the third party that owns the Marks.
You agree not to export, re-export, or transfer, directly or indirectly, any US technical data acquired from Ontop or any products utilizing such data in violation of export control administered by, among others:
9.11.1 Governing Law
These Terms will be governed and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) will not govern these Terms or the rights or obligations of the parties under these Terms.
9.11.2 Dispute Resolution; Arbitration Agreement
9.11.2.1 Agreement to Arbitrate. If informal attempts to resolve any dispute relating to your use of our Client Services or Platform, including whether the claims asserted are arbitrable, are unsuccessful, you agree that the matter will be referred to and settled through final and binding arbitration in Miami/FL, United States of America, in the English language, before a single arbitrator (under the AAA Commercial Arbitration Rules, then in effect). The parties agree that the arbitrator is not empowered to award damages in excess of the limitations of liability specified under these Terms.
9.11.2.2 Enforcement. Judgment upon the award rendered by the arbitrator, including equitable relief, may be entered by any court that has jurisdiction. The arbitrator will have the power to enforce, to the fullest extent allowed under the law, any default judgment entered against you arising out of your non-payment of Invoices.
9.11.2.3 Injunctive Relief. Notwithstanding the above, in the event of your or others’ unauthorized access to or use of our Client Services or Platform in violation of these Terms, you agree that we are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
9.11.2.4 Class Action and Jury Waiver. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. YOU UNDERSTAND THAT BY AGREEING TO THESE TERMS, THE PARTIES EACH WAIVE THE RIGHT TO TRIAL BY JURY AND THE RIGHT TO BRING OR PARTICIPATE IN ANY DISPUTE ON A CLASS, PRIVATE ATTORNEY GENERAL, REPRESENTATIVE, OR SIMILAR BASIS. ONLY CONSENT TO THESE TERMS IF YOU UNDERSTAND AND AGREE TO THIS PROVISION.
9.12.1 Entire Agreement
These Terms represent the entire agreement between the parties. It cannot be changed except by a written agreement signed by the parties.
9.12.2 Severability
If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
9.12.3 Headings
Headings are for convenience only and do not affect the interpretation of these Terms.
9.12.4 Waiver
Our failure to exercise or enforce any right or provision of these Terms will not be constituted as a waiver of such right or provision. A waiver granted by us on one occasion will not operate as a waiver on other occasions.
9.12.5 Assignment
9.12.5.1 By You. These Terms and your rights and obligations under these Terms may not be assigned, subcontracted, delegated, or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontracting, delegation, or transfer in violation of these Terms will be null and void.
9.12.5.2 By Us. Ontop may freely assign these Terms to other companies or affiliates of the Ontop Group, whose provisions will be binding upon assignees. In any other cases, Ontop will require your prior written consent to assign the rights under these Terms.
9.12.5.3 Ontop Signs Contract Assignment. All commercial agreements under the Ontop Signs model between you and Ontop Holdings Inc. are now assigned to Ontop IC Operations LLC with immediate effect. There will be no other modifications to the obligations agreed upon in any commercial agreement.
9.12.6 Conflicts with Agreements
In the event of any conflict between these Terms and any separate ICA, EOR Agreement, and/or ContractorPro Agreement you sign with Ontop, the language of these Terms shall prevail, unless otherwise expressly stated in such agreements.
9.12.7 Contact Information 📥
Mailing Address: 66 W Flagler Street, Ste 900, Miami, Florida 33130
Support: https://www.getontop.com/contact
If you feel that anything in these Terms is unclear or difficult to understand, please let us know by sending us an email to legal@getontop.com. We are truly concerned about constantly improving your legal experience and welcome your feedback.
Annex A
These Marketplace Terms (“Marketplace Terms”) apply to all Clients who access the Ontop Marketplace through the Ontop Platform. By using the Marketplace, you agree to be bound by these Terms. If you do not agree, you must refrain from accessing or using the Marketplace.
The Ontop Marketplace (also referred to as “BenefitHub”) is a curated environment available through the Ontop Platform. It enables Clients to explore a variety of services offered by third-party vendors and other business or employee benefits.
Any Capitalized Any capitalized terms that are not defined by these Marketplace Terms will have the meanings ascribed to them in the Client T&Cs.
2.1 Ontop does not act as a broker, insurer, advisor, or fiduciary.
2.2 The services under the “For Client” tab are entirely provided by third-party vendors.
2.3 Ontop is not a party to any agreement, purchase, or service rendered between the Client and the third-party vendor.
2.4 Ontop may display offerings on behalf of the vendor but does not intermediate the purchase or use of services.
When accessing or using services displayed in the Marketplace under the “For Client” tab:
3.1 You are subject to the terms, privacy policies, and conditions of the third-party vendor.
3.2 Ontop makes no representations or warranties about the services listed.
3.3 You are solely responsible for evaluating the offering and its suitability for your business.
Ontop is not liable for:
4.1 The performance or accuracy of third-party services;
4.2 Any dispute arising between you and a third-party vendor;
4.3 The availability or termination of services listed in the Marketplace.
The Marketplace may contain external links to vendor websites. These links are offered for convenience only. Ontop is not responsible for the content, privacy policies, or services of any external website.
You are solely responsible for determining and fulfilling your tax obligations related to any benefits, discounts, or services received through the Ontop Marketplace. Ontop makes no representations regarding the tax treatment of any such items. These may be treated as incentives or rebates and could be non-taxable in some jurisdictions; however, you should consult your tax advisor or accountant to determine your specific tax liabilities.
If you authorize any third-party to bill Ontop for services or products acquired through the Marketplace, pursuant to an arrangement between Ontop and that third party, you remain responsible for properly reporting and paying any applicable taxes on the total value of the services received. Ontop shall not treat such purchases as deductible expenses or non-taxable income on your behalf.
ONTOP (AND ITS AFFILIATES, SUPPLIERS, AND PARTNERS) EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR QUIET ENJOYMENT. THE MARKETPLACE AND ANY SERVICES OR INFORMATION PROVIDED THEREIN ARE MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND.
ONTOP MAKES NO WARRANTY THAT THE MARKETPLACE OR ANY THIRD-PARTY SERVICE WILL BE ACCURATE, RELIABLE, TIMELY, UNINTERRUPTED, OR ERROR-FREE. TO THE EXTENT ANY IMPLIED WARRANTIES CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, THEY SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ONTOP, INCLUDING ITS AFFILIATES, OFFICERS, EMPLOYEES, PARTNERS, AND SUPPLIERS, SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR ACCESS TO OR USE OF THE MARKETPLACE, EVEN IF ONTOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ANY EVENT, ONTOP’S TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE MARKETPLACE SHALL BE LIMITED TO FIFTY U.S. DOLLARS (USD $50).
These Marketplace Terms may be updated, modified, amended, or terminated from time to time, at Ontop’s sole discretion. Any changes will be posted at the Client T&Cs, and your continued use of the Marketplace constitutes acceptance of the updated terms.
The governing law, jurisdiction, and dispute resolution provisions set forth in Section 9.11 of the Client T&Cs shall apply in full to this Annex.
For any questions related to this Annex, please refer to the contact details provided in Section 9.12.7 of the Client T&Cs.
