1. Applicability
These General Terms and Conditions (“Terms”) govern the relationship between CelestiaTalent (“Celestia”) and Client for the provision of independent contractor services. The Terms along with the attached Order Confirmation form the entire agreement. In case of any conflict, the Order Confirmation prevails only for the scope of that order.
2. Services
(a) Celestia will source independent contractors (“Contractors”) to provide services to Client (“Services”). The required Contractor skills and responsibilities will be specified by Client (“Specifications”).
(b) Contractors are contracted by Celestia but provide Services under Client’s guidance and supervision (“Client Work”). “Services” refers only to Celestia’s sourcing efforts.
(c) Each Contractor has an initial 90 day trial period, after which Client must explicitly approve them or they will be terminated.
3. Celestia Obligations
Celestia will:
(a) Source Contractors matching Client Specifications
(b) Manage contracting, onboarding, and offboarding
(c) Be Client’s main point of contact
4. Client Obligations
Client will:
(a) Provide Specifications for required Contractors
(b) Guide, train and supervise Contractors performing Client Work
(c) Provide any access, tools, or materials needed for Client Work
(d) Pay Fees and Expenses per this Agreement
(e) Abide by all applicable laws
5. Fees, Expenses, and Payment Terms
(a) Client will pay a $799 placement fee at start and end of each engagement, along with Contractor fees as invoiced.
(b) Pre Approved expenses will be invoiced at cost +10% markup.
(c) Invoices due next 7 days. Late payments incur a $100 monthly fee.
(d) Celestia may terminate for non-payment after 30 days notice.
6. IP Ownership and Confidentiality
(a) Client owns all IP created through Client Work.
(b) Both parties will protect each other’s confidential information.
7. Warranty Disclaimer
Services and Contractors are provided “as is”. Celestia disclaims all warranties express or implied.
8. Limitation of Liability
Neither party will be liable for indirect, incidental, or consequential damages. Celestia’s total liability is limited to fees paid under the Order Confirmation
9. Indemnity
Client will defend and indemnify Celestia against third party claims arising from: (a) Client’s breach; (b) Legal violations by Client Materials or Client Work; (c) Failure of Client Work to comply with accessibility laws.
10. Termination
(a) Either party may terminate without cause with 95 days notice.
(b) Either party may terminate for an uncured material breach with 30 days notice.
11. Assignment
Clients may not assign this Agreement without consent
12. Independent Contractors
The parties are independent contractors. Contractors are Celestia’s contractors only
13. Governing Law
Wyoming law governs this Agreement. The federal and state courts located in Wyoming
have exclusive jurisdiction
