Terms and Conditions
Last updated: February 2025
These Terms and Conditions (“Terms”) govern your use of the Odesa.co website and services operated by Odesa.co (“Odesa,” “we,” “our,” or “us”), a company registered in the State of Florida, United States, headquartered in Lighthouse Point, FL. By accessing our website or engaging our services, you agree to be bound by these Terms.
1. Services Overview
Odesa provides technology talent services including staff augmentation, recruitment, custom software development, and white-label development services. The specific terms, scope, deliverables, and pricing for each engagement are defined in a separate Service Agreement or Statement of Work (“SOW”) executed between Odesa and the Client prior to commencement of services.
2. Staff Augmentation Terms
2.1 Engagement Structure
Staff augmentation engagements are billed on an hourly basis at rates agreed upon in the Service Agreement. Developers work as independent contractors engaged through Odesa, not as employees of the Client.
2.2 Risk-Free Trial
New staff augmentation engagements include a two-week (10 business days) risk-free trial period. During this trial, the Client may terminate the engagement for any reason without incurring charges for the trial period hours. If the Client continues past the trial period, standard hourly billing begins retroactively from the trial start date.
2.3 Termination
Either party may terminate a staff augmentation engagement with 14 calendar days written notice. The Client is responsible for payment of all hours worked through the termination effective date.
3. Recruitment Terms
3.1 Fee Structure
Recruitment engagements are subject to a flat fee of $3,999 per successful placement, payable upon the candidate’s accepted offer and confirmed start date. The fee is the same regardless of the candidate’s salary level.
3.2 Performance Guarantee
Odesa provides a 90-day performance guarantee for all recruitment placements. If the placed candidate is terminated for performance reasons or voluntarily resigns within 90 calendar days of their start date, Odesa will provide a replacement candidate at no additional fee. The replacement guarantee applies once per original placement.
3.3 Exclusivity
Candidates presented by Odesa are exclusive to the presenting engagement for a period of 12 months. If the Client hires an Odesa-presented candidate through any other channel within this period, the standard recruitment fee applies.
4. Custom Development Terms
4.1 Scope and Pricing
Custom development projects are governed by a separate Statement of Work that defines scope, milestones, deliverables, timeline, and milestone-based pricing. No work begins until the SOW is mutually executed.
4.2 Intellectual Property
All code, designs, documentation, and deliverables created during a custom development engagement are the sole intellectual property of the Client from the moment of creation. Odesa assigns all rights, title, and interest in and to all deliverables to the Client upon creation. This IP assignment is included in every Odesa engagement.
4.3 Change Orders
Changes to the agreed scope that affect timeline or cost require a written change order signed by both parties before implementation. Odesa will provide a cost and timeline impact assessment for all proposed changes.
5. Payment Terms
Staff augmentation invoices are issued bi-weekly or monthly and are due Net 15 from the invoice date. Recruitment fees are due Net 30 from the invoice date. Custom development milestone payments are due Net 15 from milestone acceptance. Late payments are subject to a 1.5% monthly interest charge. We accept wire transfer, ACH, and major credit cards.
6. Confidentiality
Both parties agree to maintain the confidentiality of all proprietary and confidential information exchanged during the engagement. This includes, but is not limited to, business strategies, technical specifications, source code, client lists, financial information, and trade secrets. Confidentiality obligations survive the termination of any engagement for a period of two (2) years. All developers engaged through Odesa execute Non-Disclosure Agreements before gaining access to Client systems.
7. Non-Solicitation
During an active engagement and for 12 months following its termination, the Client agrees not to directly solicit, recruit, or hire any Odesa developer outside of Odesa’s services. If the Client wishes to hire an augmented developer directly, they may do so through Odesa’s recruitment service at the standard flat fee.
8. Limitation of Liability
To the maximum extent permitted by law, Odesa’s total liability for any claims arising from or related to our services shall not exceed the total fees paid by the Client to Odesa in the 12-month period preceding the claim. Odesa shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunities.
9. Indemnification
The Client agrees to indemnify and hold harmless Odesa, its officers, employees, and contractors from any claims, damages, or expenses arising from the Client’s use of Odesa’s services, violation of these Terms, or infringement of any third-party rights.
10. Governing Law
These Terms are governed by the laws of the State of Florida, United States. Any disputes arising from these Terms or our services shall be resolved through binding arbitration in Broward County, Florida, in accordance with the rules of the American Arbitration Association.
11. Website Use
The content on odesa.co is provided for informational purposes. While we strive for accuracy, we make no warranties regarding the completeness or reliability of any information on the website. Pricing, service descriptions, and availability are subject to change without notice. The website and its contents are the intellectual property of Odesa.co and may not be reproduced without permission.
12. Modifications
Odesa reserves the right to modify these Terms at any time. Material changes will be communicated to active clients via email. Continued use of our services after modification constitutes acceptance of the updated Terms.
13. Severability
If any provision of these Terms is found to be unenforceable or invalid, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
14. Contact
For questions about these Terms, contact us at:
Odesa.co
Lighthouse Point, FL, USA
Email: [email protected]
Website:Â odesa.co