Last Updated January 29, 2026  

These Terms of Service (“Terms”) are a legally binding agreement between N3XUS LLC, a New Jersey limited liability company doing business as ORCHID (“ORCHID”), and the client named in the corresponding service agreement (“Client”). Each is a “Party” and together the “Parties.”

These Terms are incorporated into and form part of the service agreement executed between the Parties (the “Service Agreement”). Absent an executed Service Agreement, these Terms impose no obligation upon ORCHID to provide any service. Client accepts these Terms by signature of the Service Agreement. 

“ORCHID Professional” means an individual engaged by ORCHID and assigned to perform services for Client. 

1. WHAT WE PROVIDE 

1.1 ORCHID recruits, screens, engages, and manages bilingual remote professionals (“ORCHID Professionals”) assigned to Clients as described in the Service Agreement.

1.2 ORCHID stays engaged throughout the assignment, managing engagement matters, supporting performance oversight, and facilitating communication between Client and the ORCHID Professional.

1.3 ORCHID does not guarantee any business result, revenue, cost saving, or work product outcome. ORCHID Professionals are individuals; performance varies. Client’s remedies for performance issues are replacement under §3.6 and re-performance under §9.2.

1.4 Client integrates the ORCHID Professional into its operations, sets the scope and priority of the work, and reviews all output.

2. YOUR ORCHID PROFESSIONAL

2.1 Who engages and pays them. ORCHID engages and pays each ORCHID Professional directly under the laws of the Republic of Colombia, and is solely responsible for their compensation and for compliance with applicable Colombian law. ORCHID Professionals are not employees, agents, or contractors of Client, and nothing in these Terms or the Service Agreement creates an employment relationship between Client and any ORCHID Professional.

2.2 What Client may and may not direct. Client shall comply with all laws applicable to its use of the Services, including labor, wage and hour, anti-discrimination, data privacy, and human rights laws. Client is solely responsible for liability arising from its own conduct, including any control exercised contrary to §2.2.

2.3 Client’s own compliance. Clients shall comply with anti-discrimination, and human rights laws. Client is solely responsible for liability arising from its own conduct, including any control exercised contrary to §2.2.

2.4 Location. ORCHID Professionals work remotely from Colombia. Client Data is hosted in the United States; ORCHID Professionals access it remotely and do not store it locally.

2.5 Vetting. Before assignment, ORCHID conducts identity verification, reference checks, and background screening permitted under Colombian law, plus English-language and role-specific competency evaluation.

2.6 Flow-down. ORCHID binds each ORCHID Professional by written agreement to confidentiality, data protection, security, intellectual property assignment, and acceptable-use obligations no less protective than those in these Terms. Where an ORCHID Professional handles PHI, ORCHID additionally executes a business associate agreement with that ORCHID Professional as required by 45 CFR §§ 164.308(b) and 164.502(e)(1)(ii).

3. HOW THE WORK RUNS

3.1 Hours. Each ORCHID Professional works the number of hours per week stated in the Service Agreement, during Client’s business hours in Client’s time zone.

3.2 No overtime. Clients shall not require or permit work beyond scheduled hours without ORCHID’s prior written approval and payment of the agreed additional fee. Unapproved overtime is a breach of §2.2 and Client indemnifies ORCHID for any claim arising from it.

3.3 Breaks. ORCHID Professionals take meal and rest breaks in accordance with Colombian law and ORCHID policy. Clients shall not require work through them.

3.4 Equipment and connectivity. Each ORCHID Professional may provide their own computer and internet connection meeting ORCHID’s published minimum specifications and the security requirements in §7.2. ORCHID may, at its discretion, provide a work computer to an ORCHID Professional after ninety (90) days of continuous service. Where Client requires its own hardware, imaged device, or virtual desktop, Client provides and ships it at Client’s cost and is responsible for its support and recovery on termination.  

3.5 Time off, sick days, and holidays. Consistent with ORCHID’s Ethical Outsourcing Practices, each ORCHID Professional receives paid time off and observes the holiday calendar stated in the Service Agreement. ORCHID administers all leave and notifies Client in advance of any scheduled absence; Client may request scheduling adjustments. Any time off, vacations, holidays should be approved by the Client and may grant additional paid time off at its sole discretion. Scheduled time off and Client-granted time off do not reduce or prorate the recurring fee.

3.6 Replacement. If an assignment ends for any reason, ORCHID will use commercially reasonable efforts to present a qualified replacement within twenty (20) business days.

3.7 Coverage credit. Where Client is without an assigned ORCHID Professional for reasons other than Client’s act or omission, Client receives a pro-rata credit against the recurring monthly fee. Credits are applied to the next invoice.

3.8 Hours variance. The Parties acknowledge that minor discrepancies between scheduled and actual hours may occur in any billing cycle. (a) Absorbed variance. Where the aggregate shortfall in a billing cycle is eight (8) hours or fewer, no adjustment is made and the full fee remains payable. (b) Material variance. Where the shortfall exceeds eight (8) hours, ORCHID credits Client’s next invoice pro rata for the excess. (c) No carryover. An adjustment applies only to the cycle in which the variance occurred and does not carry forward.

4. CLIENT RESPONSIBILITIES

4.1 Client provides timely instructions, necessary system access, and any Client policies the ORCHID Professional must follow, and reviews and approves all work products before use.

4.2 No legal advice. ORCHID is not a law firm. ORCHID and ORCHID Professionals do not provide legal advice, do not exercise independent legal judgment, and do not represent Client or Client’s clients. No attorney-client relationship arises. ORCHID Professionals are not licensed to practice law in any United States jurisdiction.

4.3 Supervision. Where Client is a law firm or licensed practitioner, Client retains sole, non-delegable responsibility under the applicable rules of professional conduct for supervising non-lawyer assistants. Client shall direct and supervise the work, review all output before it is filed, served, transmitted, or relied upon, ensure no ORCHID Professional engages in the unauthorized practice of law, and make any client disclosures or obtain any consents those rules require.

4.4 Conflicts. Before assignment, ORCHID screens the proposed ORCHID Professional against a conflicts questionnaire provided or approved by Client, and will not knowingly assign anyone concurrently serving an adverse party on the same or a substantially related matter. Client supplies the information needed to run the screen. ORCHID notifies Client promptly of any conflict identified during the term.

4.5 Healthcare. Where Client is a HIPAA covered entity or business associate and the Services involve PHI, the Parties execute a Business Associate Agreement before any access. That agreement controls over these Terms as to PHI.

4.6 Restricted use. Clients shall not use the Services for unlawful activity, direct work outside the Service Agreement’s scope, require any act constituting unauthorized practice of a regulated profession, circumvent §11, or pay any ORCHID Professional directly. Direct payment is a material breach.

5. FEES AND PAYMENT

5.1 Fee Types. Set-up and recurring monthly fees are outlined in the Service Agreement. This fee is charged the date the Client has confirmed upon signature of the Service Agreement.  

5.2 Recurring Fees. The collection of recurring fees will begin under either of the following circumstances: (i) upon signing, if the ORCHID Professional commences work after the 15th of the month (i.e., the date on which the ORCHID Professional begins working with the client); or (ii) on the 15th of the month, if the ORCHID Professional commences work on or before the 15th of the month.

5.3 Transaction Charges. The Client hereby agrees to pay the following fees for the applicable transactions: (i) ACH transactions are subject to a $25 convenience fee on the total payment amount, (ii) Credit card transactions are subject to a 3.5% convenience fee on the total transaction amount. 

5.4 Refunds. Set-up fees are non-refundable. Any other refund entitlements shall be set out in the Service Agreement. 

5.5 Discounts. Any discounts offered to the Client by ORCHID, as set out in the Service Agreement, shall only be effective once and will not be transferable.

5.6 Due Date. (i) All recurring fees shall be due and payable on the 15th of each month; (ii) In addition to the set-up fee, the Client hereby agrees to pay a prorated service fee from the Service Agreement Start date to the end of the same calendar month. 

5.7 Off-Cycle Payment Fee. If a bonus is paid to the ORCHID Professional off-cycle (not in accordance with ORCHID Professional’s regular pay cycle), the Client shall pay any processing fee incurred, including but not limited to the credit card processing fee and international transfer processing fee.

5.8 Late Payment: Undisputed amounts not paid when due accrue interest at one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less, from the due date until paid. Client shall reimburse ORCHID’s reasonable costs of collection, including reasonable attorneys’ fees and collection agency fees actually incurred. (a) Where a signed ACH or credit card authorization is on file, ORCHID may charge all unpaid balances to the authorized account thirty (30) days after the due date. (b) Where any amount remains unpaid thirty (30) days after the due date, ORCHID may suspend the Services and withdraw any assigned ORCHID Professional upon written notice. (c) Where any amount remains unpaid sixty (60) days after the due date, ORCHID may terminate the Service Agreement and refer the account to a third-party collection agency. (d) Client must dispute an invoice in writing within fifteen (15) days of its date, with reasonable detail. This §5.8 does not apply to amounts disputed in good faith while the dispute is pending.

5.9 Annual Adjustment. After each twelve (12) months of service, the assigned ORCHID Professional is eligible for an annual compensation increase. ORCHID will notify Client of the recommended increase at least sixty (60) days before the anniversary. Any such increase is the Client’s financial responsibility and is passed through to the recurring fee at cost, without markup. 

6. CONFIDENTIALITY

6.1 Each Party shall use the other’s Confidential Information only to perform the Service Agreement, limit access to personnel and contractors with a need to know who are bound by no-less-protective written obligations, and protect it with at least reasonable care.

6.2 “Confidential Information” means non-public information disclosed by a Party, in any form, marked confidential or that a reasonable person would understand to be confidential. It excludes information that is public through no fault of the recipient, was rightfully known before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the discloser’s information.

6.3 A Party may disclose as required by law, with prompt notice where permitted and cooperation in seeking protective treatment.

6.4 On termination or written request, each Party returns or destroys the other’s Confidential Information, except routine backups and legally required retention, which stay subject to this section while retained.

6.5 These obligations survive indefinitely for trade secrets, PHI, and privileged material, and for five (5) years otherwise.

7. DATA PROTECTION AND SECURITY

7.1 Roles. Client is the controller (or covered entity / business associate); ORCHID is the processor, service provider, or business associate. ORCHID processes Client Data only on Client’s documented instructions. The Data Processing & Security Exhibit carries the full processor terms, including those required by Cal. Civ. Code § 1798.140(ag) and the New Jersey Data Privacy Act, and is incorporated by reference.

7.2 Minimum security. ORCHID maintains, and requires each ORCHID Professional to maintain, at minimum: (a) multi-factor authentication on all ORCHID and Client-facing systems; (b) full-disk encryption, automatic screen lock, and remote-wipe capability on any device used to access Client Data; (c) no local storage of Client Data, work is performed within Client systems or ORCHID-approved cloud environments; (d) a managed password manager, with shared credentials prohibited; (e) role-based least-privilege access, revoked within twenty-four (24) hours of an ORCHID Professional’s offboarding or reassignment; (f) a private, secured workspace public or unsecured wireless networks are prohibited, screens must not be visible to third parties, and a headset is required for calls involving Client Data; (g) annual security and confidentiality training with signed acknowledgment; (h) an annual risk assessment; and (i) mandatory reporting of any suspected security incident to ORCHID within twenty-four (24) hours.

Further detail is set out in the Data Processing & Security Exhibit.

7.4 Artificial intelligence. ORCHID Professionals shall not enter Client Data, Confidential Information, PHI, or privileged material into any generative artificial intelligence tool that is not on Client’s approved-tools list. Clients may further restrict or prohibit the use of any such tool by written notice.

7.5 Security incidents. ORCHID notifies Client of any confirmed security incident affecting Client Data without undue delay and no later than forty-eight (48) hours after confirmation, gives reasonable updates during investigation, and delivers a written report, incident, data affected, remediation, prevention, within ten (10) business days.

7.6 ORCHID reasonably assists Client with data subject requests, regulatory inquiries, impact assessments, and breach notification, and deletes or returns Client Data at Client’s election within thirty (30) days of termination, except as law requires retention.

8. WORK PRODUCT AND INTELLECTUAL PROPERTY

8.1 Deliverables. On ORCHID’s receipt of full payment for the applicable period, ORCHID assigns to Client all right, title, and interest, including copyright, in work product created for Client in that period. ORCHID represents that it holds a written assignment from each ORCHID Professional sufficient to convey those rights.

8.2 Background IP. Each Party keeps its pre-existing intellectual property. Where ORCHID pre-existing material is embedded in a deliverable, Client receives a perpetual, worldwide, non-exclusive, royalty-free license to use it as part of that deliverable.

8.3 Aggregated data. ORCHID may use operational and performance metrics from its provision of the Services in aggregated, de-identified form to improve and benchmark the Services. This excludes PHI, privileged and attorney work-product material, Client’s substantive business records, and Personal Data, and may not be used in any way that identifies Client, Client’s clients, or any individual.

8.4 Client materials. Client grants ORCHID a limited, non-exclusive, non-transferable, non-sublicensable license to use, copy, store, transmit, and process Client Data solely to perform the Services.

9. WARRANTIES AND LIABILITY

9.1 ORCHID warrants it will perform the Services in a professional and workmanlike manner consistent with industry standards, and will comply with applicable law in doing so.

9.2 Client’s exclusive remedy for breach of §9.1 is, at ORCHID’s election, re-performance or replacement of the ORCHID Professional, on written notice within thirty (30) days.

9.3 Except for §9.1, the services are provided “as is.” orchid disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

9.4 Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or business opportunity.

9.5 Each party’s total aggregate liability shall not exceed the fees paid by client in the twelve (12) months before the event giving rise to the claim, except that liability for breach of §6 or §7 shall not exceed two times that amount.

9.6 Exclusions. The caps do not apply to Client’s payment obligations under §5, Client’s obligations under §11, or either Party’s fraud, willful misconduct, or gross negligence.

9.7 Basis of the bargain. The disclaimers, exclusions, and limitations in this §9 form an essential basis of the bargain between the Parties, and absent them the economic terms of the Service Agreement would be substantially different. They apply regardless of whether any other provision of the Service Agreement has been breached or has proven ineffective.

10. INDEMNIFICATION

10.1 Client indemnifies ORCHID against third-party claims arising from Client’s negligent or intentional acts, Client’s breach of these Terms or violation of law (including §§2.2, 2.3, 3.2, 4.3, 4.6), Client Data, Client’s use of the deliverables, or any act or omission of an ORCHID Professional taken at Client’s direction or with Client’s approval.

10.2 ORCHID indemnifies Client against third-party claims that the Services or deliverables, as provided by ORCHID and used per the Service Agreement, infringe that party’s intellectual property. This excludes claims arising from Client Data, Client specifications, modifications by anyone other than ORCHID, or combination with materials ORCHID did not supply. ORCHID’s aggregate liability under this §10.2 shall not exceed two times the fees paid in the preceding twelve months.

10.3 Procedure. The indemnified Party gives prompt written notice, grants sole control of defense and settlement, and cooperates at the indemnifying Party’s expense. Late notice excuses the indemnifying Party only to the extent of material prejudice. No settlement imposing a non-monetary obligation or admission on the indemnified Party without its written consent.

11. DIRECT HIRING OF ORCHID PROFESSIONALS

11.1 During the term and for twelve (12) months after an ORCHID Professional’s assignment to Client ends, Client shall not directly or indirectly engage, employ, contract with, or compensate that individual as employee, contractor, or through any third party without ORCHID’s prior written consent.

11.2 Conversion fee. Clients may hire an ORCHID Professional directly by giving written notice and paying a conversion fee of five (5) times the most recent monthly fee for that individual, or $15,000, whichever is greater. On payment, §11.1 no longer applies to that person.

11.3 The Parties agree the conversion fee is a reasonable estimate of ORCHID’s recruiting, screening, training, and replacement costs, and is not a penalty. Hiring in breach of §11.1 entitles ORCHID to the conversion fee plus enforcement costs.

11.4 This section does not restrict Client from hiring someone who responds to a general public job advertisement not targeted at ORCHID Professionals.

12. DIGNITY AND PROFESSIONAL CONDUCT

12.1 Client shall treat each ORCHID Professional with dignity, fairness, and professional respect at all times, equivalent to the standard applied to any member of Client’s internal team.

12.2 Client shall not engage in, tolerate, or condone conduct toward an ORCHID Professional that is abusive, discriminatory, harassing, or exploitative.

12.3 ORCHID may withdraw an ORCHID Professional immediately and terminate the Service Agreement for breach of this section. Fees for the balance of the current billing period remain payable.

13. TERM AND TERMINATION

13.1 These Terms apply from the Service Agreement’s Effective Date until it expires or terminates.

13.2 By Client. Client may terminate for convenience on thirty (30) days’ advance written notice, provided Client is not then in default and all amounts due are paid in full at the time notice is given. The assigned ORCHID Professional continues working through the notice period and Client pays for that period.

13.3 Ending one assignment. Where Client engages more than one ORCHID Professional, Client may end an individual assignment on thirty (30) days’ written notice without terminating the Service Agreement, which continues as to the remaining assignments.

13.4 For cause. Either Party may terminate for the other’s material breach uncured thirty (30) days after written notice. ORCHID may terminate immediately for non-payment under §5.8, or breach of §6 or §12. On termination by ORCHID for cause, all outstanding amounts are immediately due.

13.5 Effect. On termination, ORCHID withdraws all assigned ORCHID Professionals and the Parties comply with §6.4 and §7.5.

13.6 Survival. §§4.6, 5 (as to accrued amounts), 6, 7.5, 8, 9, 10, 11, 14, and 15 survive termination.

14. DISPUTES

14.1 Before arbitration, senior representatives shall attempt good-faith resolution for thirty (30) days after written notice of the dispute.

14.2 Arbitration. Unresolved disputes are finally resolved by binding arbitration under the AAA Commercial Arbitration Rules, before a single arbitrator, seated in Bergen County, New Jersey, in English.

14.3 Delegation. The arbitrator has exclusive authority over any dispute about this section’s interpretation, applicability, enforceability, or formation.

14.4 Class waiver. All claims shall be brought individually. Neither party may bring or join any class, collective, consolidated, or representative proceeding. If this waiver is held unenforceable, §§ 14.2 – 14.3 are void as to that claim and it proceeds in court.

14.5 Injunctions. Either Party may seek temporary or preliminary injunctive relief in a court in Bergen County, New Jersey to prevent breach of §6, §7, §8, or §11, without waiving §14.2.

14.6 Limitation period. Claims must be brought within one (1) year of accrual or are barred, unless law requires longer. 

14.7 Fees. Each Party bears its own attorneys’ fees and half the arbitrator and AAA fees; the arbitrator may award fees to the prevailing Party. §5.8 is unaffected.

14.8 Governing law. The laws of the State of New Jersey, without regard to conflict of laws principles.

15. GENERAL

15.1 Relationship. Nothing in these Terms or the Service Agreement creates a joint venture, partnership, agency, franchise, or employment relationship between them.

15.2 Entire agreement. These Terms, the Service Agreement, and their exhibits are the entire agreement and supersede all prior understandings.

15.3 Assignment. Neither Party may assign without the other’s written consent, except to a successor by merger, reorganization, or sale of substantially all assets, where the assignee assumes the obligations in writing. Prohibited assignments are void.

15.4 Force majeure. Neither Party is liable for failure or delay (other than payment obligations) from causes beyond its reasonable control, including acts of God, fire, flood, epidemic, strike, embargo, terrorism, war, insurrection, riot, governmental action, or telecommunications or power failure. Prompt notice is required, and the affected Party shall use reasonable efforts to resume. If the event continues beyond thirty (30) days, either Party may terminate on written notice.

15.5 Notices. In English, by overnight courier or email to the addresses in the Service Agreement. Effective on delivery, or on transmission if by email — provided that notice of a material issue sent by email is followed by written notice within two (2) business days.

15.6 Publicity. ORCHID may identify Client as a client on its website and in sales materials, and use Client’s logo for that purpose, with Client’s prior written consent (email sufficient) and in accordance with Client’s brand guidelines.

15.7 Severability. An invalid provision is modified to the minimum extent needed to be enforceable; the rest survives.

15.8 Waiver. No failure or delay waives any right. Waivers must be written and signed by the Party against whom enforcement is sought, and apply only to the specific matter described.

15.9 No third-party beneficiaries. For the Parties, their successors, and permitted assigns only.

15.10 Headings. For convenience only; they do not affect interpretation.

15.11 Counterparts. May be executed in counterparts and by electronic signature.

16. CHANGES TO THESE TERMS

16.1 No amendment to the Service Agreement or its exhibits is valid unless made in writing and signed by authorized representatives of both Parties.

16.2 ORCHID may revise these Terms upon at least thirty (30) days’ advance written notice to Client. Revisions take effect at the start of Client’s next billing cycle following the notice period.

16.3 Each version of these Terms is identified by version number and effective date. ORCHID maintains prior versions and provides a copy on request.