Terms and Conditions

Selection of Apprentices. Vendition shall present Client with Apprentices for consideration in accordance with Client’s written requests. Vendition and Client will mutually agree on the interview process to assist Client in selecting an Apprentice. Client shall inform Vendition in writing if it selects an Apprentice for the Apprentice Term, as defined below, or for direct hire as a full-time permanent employee.
Apprentice Program Services.
1. Description of Apprentice Program Services. Apprentice Program Services include the following:
  1. SDR Salary, Benefits, HR
    1. Apprentice salaries
      1. Payment of Apprentice salaries
    2. Apprenticeship Benefits
      1. Free access to TalkSpace online therapy services
      2. Free access to One Medical medical concierge
    3. Apprentice Background Checks
      1. Social Security Number Trace
      2. Nationwide Criminal Databases Search
      3. Sex Offender Registry Search
      4. County Criminal Court Search (7 years up to 3 counties)
      5. Domestic Watch List Search
      6. Additional checks upon request
    4. HR & Compliance
      1. SDRs are W-2 employees on Vendition’s payroll
      2. Vendition manages payroll, compliance, HR admin
    5. Recruiting Services
      1. Diversified sourcing channel for Client consideration
      2. Multiple pre-screens before sharing resume with Client
      3. Match Apprentices with Client’s most aligned with values, skillsets, interest, and relevant experience
  2. Training & Coaching Services
    1. Onboarding Academy, our weeklong crash course on Sales Development including lecture, exercises, and meeting other Apprentices going through the Apprenticeship Term
    2. On-the-job training in groups and individually
    3. Access to dedicated Instructor
    4. Ongoing group trainings throughout the Apprentice Term
    5. Weekly 1×1 with assigned Instructor
    6. Client has ability to opt out of any specific offering or all of Training & Coaching services
  3. Online Resources
    1. Access to online LMS for Manager & Apprentices
    2. Online sales education and best practice resources
  4. Networking & Alumni Resources
    1. Network and support after the Apprentice Term
2. Apprentice Term. Apprentice shall be placed with Client for twelve (12) weeks, and a maximum of four hundred and eighty (480) hours, beginning on the first day of temporary employment with the Client (“Apprentice Term”). The Apprentice Term may be extended for additional periods of one (1) week, and maximum of one forty (40) hours, upon mutual written agreement by the Parties (each, an “Extension Term”), not to exceed a total of 2 (two) Extension Terms.
3. Vendition Responsibilities. Vendition shall remain the administrative employer of record for Apprentices during the Apprentice Term and Extension Term. As such, Vendition shall be liable for the following administrative employer responsibilities:
  1. Payment of salaries, wages, and compliance with applicable rules and regulations governing the reporting and payment of all federal and state taxes on payroll wages paid under this Agreement, including, but not limited to: (i) federal income tax withholding provisions of the Internal Revenue Code; (ii) provisions of state and/or local income tax withholding laws, if applicable; (iii) provisions of the Federal Insurance Contributions Act (FICA); (iv) provisions of the Federal Unemployment Tax Act (FUTA); and (v) provisions of applicable state unemployment tax laws;
  2. Compliance with all applicable state and federal laws only with regards to the administration of employee salaries, wages, benefits, and leave, including but not limited to, Equal Pay Act, Family and Medical Leave Act, Uniformed Services Employment and Reemployment Rights Act, Fair Labor Standard Act,Employee Retirement Income Security Act, the Consolidated Omnibus Budget Reconciliation Act, the Patient Protection and Affordable Care Act; the Health Insurance Portability and Accountability Act, and other similar statues, each as specified under the statute and regulations, where applicable;
  3. Compliance with all applicable state and federal laws regarding the right to work, including but not limited to, child labor laws, Immigration Reform and Control Act of 1986 and any amendments including, but not limited to, obtaining and maintaining Form 1-9, Employment Eligibility Verification; and any state and/or local equivalent of the foregoing;
  4. Payroll related record keeping, audits, inquiries and verifications;
  5. Procurement of workers’ compensation insurance and administration of claims;
  6. Administrating employee benefits and leave, when applicable; and
  7. Providing basic human resources service for administering employment during the Apprentice Term and Extension Term, including providing time-tracking tools for Apprentice to tack and report all hours worked.
4. Client Responsibilities. Client shall be the actual employer of record for Apprentices during the Apprentice Term and Extension Term. As such, Client shall be responsible for the following work-place employer responsibilities:
  1. Providing direction and control over Apprentices as necessary to perform the job duties for the Client, including, but not limited to providing assignments, instruction, direction, supervision, discipline, and evaluating the performance of Apprentices;
  2. Compliance with any professional licensing, fidelity bonding, and/or professional liability insurance requirements;
  3. Compliance with all applicable state and federal laws only with regards to the work-place health and safety, including but not limited to Title VII of the 1964 Civil Rights Act; Age Discrimination in Employment Act; Title I of the Americans with Disabilities Act; OSHA regulations, Environmental Protection Agency regulations, Consumer Product Safety Improvement Act, and compliance with federal governmental contracting provisions, any implementing regulations, and any state and/or local equivalent of any of the foregoing, if applicable;
  4. Compliance with the National Labor Relations Act and any obligations that client has pursuant to any applicable collective bargaining agreement, unless otherwise provided herein; and
  5. Providing a safe and healthy work environment for Apprentices, free from physical dangers, harassment or abuse, or discrimination based on race, color, religion, sex, sexual orientation, gender identity, national origin, veteran, or disability status.
5. Additional Guidelines. Client and Vendition work together in good faith to check in and communicate regarding Apprentice performance from time to time. Client shall not require Apprentice to perform any work or services outside the scope of Apprentice’s job responsibilities and assignments, as mutually agreed upon by Vendition and Client. Client will be responsible for requiring Apprentice to execute any agreements relating to confidentiality, proprietary information, and invention assignments for Client. Vendition is not responsible for and shall not be liable for Client’s failure to secure any such agreements with Apprentice for protection or ownership of Client’s own proprietary information or intellectual property as it may involve the job performance of the Apprentice.
6. Termination of an Apprentice. If Client terminates an Apprentice for any reason other than a layoff, reduction in workforce, or company bankruptcy during the Apprenticeship Term or Extension Term, Vendition will credit the pro-rata Apprentice Fee equal to the number of planned hours that were paid and not worked towards a replacement Apprentice. Client must give Vendition at least five (5) business days notice prior to the day of termination of an Apprentice. For any number of days less than five (5) business days, Client shall pay Vendition an additional fee equal to the Apprenticeship Fee prorated per day multiplied by the number of days less than the minimum five (5) business days notice.
7. Conversion of an Apprentice. In the last two (2) weeks of the Apprenticeship Term, the Client will evaluate the performance and potential of the Apprentice and consider for a conversion to a full-time position. If Client offers employment to the Apprentice after the Apprenticeship Term, all Vendition will no longer be the administrative employer of record and all responsibilities and liabilities associated therewith shall transfer to Client.
Insurance. Client and Vendition shall each maintain, at their own expense, the following types and limits of insurance with insurance companies having an AM Best rating of A-(VII) or better (the rating requirement will not apply to Professional Liability Insurance): (a) Commercial General Liability insurance with limits of $1,000,000 per occurrence combined single limit for bodily injury and property damage and contractual liability cover, a $2,000,000 general aggregate and a $1,000,000 products-completed operations aggregate and (b) Workers Compensation insurance in compliance with appropriate federal and state laws in which the service is being performed, and Employers’ Liability insurance with limits of not less than $1,000,000 per accident or disease. Each policy, shall be written on an occurrence basis.
Indemnification. Vendition shall defend, indemnify and hold harmless Client, its subsidiaries, affiliates, successors, assigns, and their respective directors, officers, shareholders, agents and employees (collectively, “Indemnities”) against any and all loss, liability, claim, deficiency, action, judgment, interest, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance coverage (collectively, “Losses”), arising directly or indirectly from third-party or employee claims relating (i) alleged or actual acts or omissions of gross negligence or willful misconduct of Vendition or Vendition’s agents, employees or subcontractors; (ii) Vendition’s violation of any applicable laws; and (iii) Vendition’s breach of any administrative employer responsibilities as outlined in Section 2(e). Client shall defend, indemnify and hold harmless Vendition, its subsidiaries, affiliates, successors, assigns, and their respective directors, officers, shareholders, agents and employees (collectively, “Indemnitees”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance coverage (collectively, “Losses”), arising directly or indirectly from third-party or employee claims relating (i) alleged or actual acts or omissions of gross negligence or willful misconduct of Client or Client’s agents, employees or subcontractors; (ii) Client’s violation of any applicable laws; and (iii) Client’s breach of any actual employer responsibilities as outlined in Section 2(f).
Confidentiality. Parties acknowledge that each Party may obtain confidential information regarding the other Party’s business, including but not limited to financial, marketing, sales and business plans, financial statements, analyses, forecasts and projections, customer lists and related information, customer agreements, suppliers, vendors and independent contractors, products, inventions and trade secrets, know-how, formulations, compositions, processes, product specifications, past, current and planned research and development, internal management tools and systems, pricing policies, costing policies, strategies, procedures, and contractual agreements, as well as personal identifying information Apprentices. Parties agree to treat all such information, as proprietary and confidential, and to take all reasonable precautions against the disclosure or misuse of such information to unauthorized parties during term, and for three (3) years following, the expiration or termination of this Contract. Each Party shall remain the owner of any confidential information provided during the negation or term of this Contract, and upon request by the owning Party, all documents relating to the confidential information will be returned to the owning Party.
Disclaimer. THE SERVICES ARE PROVIDED “AS IS”, WITH ANY AND ALL FAULTS AND, WITHOUT ANY WARRANTY OF ANY KIND AND VENDITION EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
Consequential Damages Waiver. EXCEPT FOR A BREACH OF SECTION 5 (CONFIDENTIALITY), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS OR ANY INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY TYPE OR KIND (INCLUDING LOST PROFITS OR LOSS OF DATA) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THIS AGREEMENT OR ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
Limitation of Liability. EXCEPT FOR A BREACH OF SECTION 5 (CONFIDENTIALITY) OR THE EXPRESS PAYMENT OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AGGREGATE AMOUNT PAID AND PAYABLE TO VENDITION BY CLIENT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT FIRST GIVES RISE TO SUCH LIABILITY. THIS LIMITATION SHALL APPLY EVEN IF THIS AGREEMENT OR ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
Term and Termination. This Agreement shall commence as of the Effective Date and remain in effect until terminated by the Parties in accordance with this Section 9. The Parties may terminate this Agreement at any time by mutual, written agreement. Either Party may terminate this Agreement for convenience upon thirty (30) days written notice to the other Party, or for immediately for breach upon notice to the breaching party, provided that the non-breaching party is allotted fifteen (15) days to cure the breach. Termination shall not affect any payment obligations of Client hereunder, which shall survive the termination of this Agreement, together with Sections 4, 5, 7 – 11.
Non-Solicitation. For the purposes of this Section 10, “Protected Personnel” shall mean any contractor, consultant, intern, volunteer, or employee of Vendition, that Client either knows, or has reason to know, was a contractor, consultant, intern, volunteer, or employee of Vendition at any time in the previous six (6) months. Accept as pursuant to this Agreement and if otherwise provided in writing, Client shall not, during the term of this Agreement and for a period of two (2) years following its expiration or termination, (a) hire or engage any Protected Personnel at any time within the six (6) months prior to the proposed hire or engagement, whether such individual leaves the engagement of Vendition voluntarily or by termination; (b) otherwise solicit, attempt to solicit, induce or attempt to induce any Protected Personnel to terminate their engagement with Vendition, which, for the avoidance of doubt, shall be evidenced by proof of any communication by Client, or any affiliate of the Client, whether written or oral, about any potential contractor, consultant, intern, volunteer or employment opportunity with Client or any affiliate of the Client; (c) in any way negatively interfere with the relationship between Vendition and their Protected Personnel.
Miscellaneous.
1. Independent Contractors. The Parties are independent contractors, and nothing in this Agreement is intended to, or shall be construed to, create a partnership, agency, joint venture, employment or similar relationship as between the Parties. Neither Party is not authorized to make any representation, contract or commitment on behalf of the other Party unless specifically requested or authorized in writing.
2. Non-Disparagement.During the Term of this Agreement and at any time thereafter, Client promises not to directly or indirectly, whether in public or private, make, publish, encourage, ratify, or authorize; or assist or enable any other person or entity in making, authorizing, ratifying, or publishing; any statements, whether written or oral, that in any way defame, criticize, malign, impugn, reflect negatively on, or disparage the other Vendition, or any of its employees, clients, partners, affiliates, providers, partners, members, officers, directors, as well as any of Vendition’s products or services (together “Protected Parties and Services”), or cast any of the Protected Parties and Services in a negative light in any manner whatsoever. Client also promises not to publicly comment upon or discuss, or assist or permit any other person or entity to publicly comment upon or discuss, the Protected Parties and Services, in any media source or outlet (whether negatively or otherwise), including but not limited to or with any reporters, bloggers, weblogs, websites, including but not limited to review websites, newspapers, magazines, television stations or productions, radio stations, news organizations, news outlets, or publications, or in any movie, book, theatrical production, or social media, including social media, including but not limited to, Twitter, Facebook (Meta), Instagram, Linked In, Tik Tok, Reddit, or Snap Chat. This Section 11(b) shall only be limited by the terms of this Agreement and applicable law, and shall not apply with respect to any truthful statement required by law, legal process or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with jurisdiction over the Parties.
3. Governing Law. The laws of the State of Delaware govern all matters arising out of or relating to this Agreement without giving effect to any conflict of law principles.
4. Dispute Resolution. All disputes arising out of this Agreement shall be resolved by binding arbitration pursuant to the American Arbitration Association (“AAA”) Rules of Commercial Arbitration. The Parties shall agree upon a single arbitrator do resolve any dispute, and if the parties cannot agree, the arbitrator shall be appointed by the AAA. The arbitration shall take place in San Francisco, California. Parties hereby consent to the personal jurisdiction of any court of competent jurisdiction for the enforcement of an arbitral decision, which will be final and binding on the Parties. The Parties hereby disclaim and exclude the application hereto of the United Nations Convention on Contracts for the International Sale of Goods. In any action or proceeding to enforce rights under this Agreement, the prevailing Party will be entitled to recover costs and attorneys’ fees.
5. Severability. If an arbitrator or court of law holds any provision of this Agreement to be illegal, invalid or unenforceable, (a) that provision shall be deemed amended to achieve an economic effect that is as near as possible to that provided by the original provision and (b) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected.
6. Waiver; Modification. If either Party waives any term or provision of this Agreement, such waiver shall not be effective unless it is in writing and signed by the other Party. No waiver by a Party of a breach of this Agreement shall constitute a waiver of any other or subsequent breach by the other Party. This Agreement may be modified only by mutual written agreement of authorized representatives of the Parties.
7. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when actually delivered; (b) by overnight courier, upon written verification of receipt; (c) upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth above or to such other address as either Party may provide in writing.
8. Assignment. Neither Party may assign or otherwise transfer this Agreement or any of its rights or obligations to a third party, except that Vendition may assign, upon written notice to the Client, both the rights and obligations of this Agreement to the surviving corporation in any merger or consolidation to which it is a party or to any third party who acquires all or substantially all of its capital stock or assets, and without any notice to the Client, its rights to payment under this Agreement to any collection attorney or agency.
9. Entire Agreement. These Terms, together with the cover page, represent the entire agreement among the Parties with respect to the Services and supersedes all prior oral or written agreements or communications regarding the subject thereof.