Terms and Conditions

Effective Date: April 17, 2026

1. Definitions

For the purposes of these Terms and Conditions, the following definitions apply:

“Kaalidigital” / “Company” / “we” / “us” / “our”: refers to Kaalidigital, an IT staffing and consulting company.

“Client”: refers to any business, organization, or individual that engages Kaalidigital for IT staffing, onsulting, or related services.

“Candidate”: refers to any individual who submits their information to Kaalidigital for the purpose of being considered for employment, contract placement, or consulting engagement.

“Services”: refers to all IT staffing, talent acquisition, contract staffing, direct hire, consulting, and related professional services provided by Kaalidigital.

“Agreement”: refers to any signed contract, statement of work, service order, or engagement letter between Kaalidigital and a Client or Candidate.

“Placed Professional” / “Consultant”: refers to a Candidate placed with a Client on a temporary, contract, contract-to-hire, or permanent basis.

2. Scope of Services

Kaalidigital provides the following categories of IT staffing and consulting services:

A. IT Staffing Services

Contract Staffing: Placement of IT professionals on a temporary or project basis
Contract-to-Hire: Placement with the option for the Client to extend a full-time offer
Direct Hire / Permanent Placement: Recruitment and placement of full-time IT employees
Staff Augmentation: Supplementing Client teams with specialized IT talent

B. Consulting Services

C. Service Customization

The specific scope, deliverables, timelines, and fees for each engagement shall be set forth in a separate written Agreement, Statement of Work (SOW), or service order. In the event of any conflict between these Terms and a signed Agreement, the terms of the signed Agreement shall control.

3. Client Obligations

Clients engaging Kaalidigital services agree to the following:

A. Accurate Information

Clients shall provide accurate, complete, and timely information regarding job requirements, project scope, technical specifications, work environment, and any other details relevant to the engagement. Kaalidigital shall not be liable for mismatches or delays resulting from inaccurate or incomplete client-provided information.

B.Cooperation

Clients agree to cooperate in good faith, including timely interview scheduling, feedback on submitted candidates, execution of required documentation, and onboarding support for placed professionals.

C. Safe and Lawful Work Environment

Clients are responsible for maintaining a safe, lawful, and non-discriminatory work environment for all Placed Professionals in compliance with applicable federal, state, and local employment laws.

D. Supervision and Direction

For contract and staff augmentation arrangements, Clients are responsible for the day-to-day supervision and direction of Placed Professionals. Kaalidigital acts as the employer of record for such individuals unless otherwise agreed in writing.

E. Notification of Termination

Clients shall provide Kaalidigital with a minimum of two (2) weeks written notice before terminating a contract placement, unless otherwise specified in the applicable Agreement.

4. Fees and Payment Terms

A. Fee Structure

Fees for Kaalidigital services are outlined in the applicable Agreement or engagement letter and may include:

B. Invoicing and Payment

Unless otherwise agreed in writing, invoices are issued weekly for time-and-materials engagements and net thirty (30) days from invoice date. Client agrees to make payment in U.S. dollars via the methods specified in the Agreement.

C. Late Payments

Invoices not paid within thirty (30) days of the due date shall accrue interest at a rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is lower. Kaalidigital reserves the right to suspend services for accounts more than forty-five (45) days past due.

D. Taxes

All fees are exclusive of applicable federal, state, or local taxes, levies, or duties. Client is responsible for any such taxes imposed on the services received, except for taxes based on Kaalidigital’s net income.

E. Placement Fee Guarantee

For direct hire placements, Kaalidigital offers a replacement guarantee as set forth in the applicable Agreement. This guarantee is void if the Client modifies the position’s responsibilities, compensation, or reporting structure after the offer is accepted, or if the Client fails to make timely payment.

5. Non-Solicitation and No-Hire Restrictions

A. Prohibition on Direct Hiring

During the term of any active engagement and for a period of twelve (12) months following the conclusion of any placement, Client agrees not to directly or indirectly hire, engage, or contract with any Candidate or Placed Professional introduced by Kaalidigital without first paying the applicable conversion fee as specified in the Agreement.

B. Conversion Fee

If a Client desires to directly employ a contract or temporary professional placed by Kaalidigital prior to the expiration of the agreed-upon contract term, Client shall provide written notice and pay a conversion fee as set forth in the relevant Agreement.

C. Non-Solicitation of Kaalidigital Personnel

Client shall not, directly or indirectly, solicit, recruit, or hire any employee or contractor of Kaalidigital during the term of any Agreement and for twelve (12) months thereafter, without the prior written consent of Kaalidigital

6. Terms Applicable to Candidates

A. Work Authorization

Candidates represent and warrant that all information provided to Kaalidigital, including resumes, credentials, employment history, certifications, and references, is accurate, complete, and not misleading. Misrepresentation may result in immediate disqualification or termination of any placement.

B. Work Authorization

Candidates must have and maintain valid legal authorization to work in the United States for the duration of any placement. Kaalidigital may require documentation of work authorization in compliance with Form I-9 requirements and applicable immigration law.

C. Compliance with Client Policies

Candidates placed at Client sites agree to comply with Client’s workplace policies, codes of conduct, security procedures, and applicable laws during the course of any engagement.

D. Confidentiality

Candidates acknowledge that they may be exposed to confidential information of Kaalidigital’s clients during the course of any placement. Candidates agree to maintain the confidentiality of all such information and not to disclose or use it for any purpose other than the performance of their assigned duties.

E. Exclusivity

Unless otherwise agreed in writing, Candidates may engage with multiple staffing firms; however, Kaalidigital requests that Candidates disclose any competing submissions to prevent duplicate presentation to the same Client opportunity.

7. Intellectual Property

A. Client Work Product

Unless otherwise agreed in a signed Statement of Work, any work product, deliverables, code, designs, documentation, or inventions created by Placed Professionals in the course of a client engagement shall be the property of the Client, subject to full payment of all applicable fees.

B. Kaalidigital Proprietary Materials

All methodologies, processes, tools, templates, databases, and proprietary content developed by Kaalidigital remain the sole and exclusive property of Kaalidigital. No license to such materials is granted to Clients or Candidates except as expressly stated in a written Agreement.

C. Third-Party IP

Clients and Candidates are solely responsible for ensuring that their use of third-party intellectual property in connection with any engagement complies with applicable licenses, agreements, and laws. Kaalidigital disclaims any liability for third-party IP infringement arising from Client or Candidate instructions.

8. Confidentiality

Each party agrees to maintain the confidentiality of all non-public, proprietary, or sensitive information received from the other party in connection with any engagement (“Confidential Information”). Neither party shall disclose Confidential Information to third parties without prior written consent, except:

As required by applicable law, regulation, or court order
To the disclosing party's legal, financial, or technical advisors who are bound by comparable confidentiality obligations
As necessary to perform the services described in the applicable Agreement These confidentiality obligations shall survive the termination or expiration of any Agreement for a period of three (3) years.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KAALIDIGITAL’S TOTAL CUMULATIVE LIABILITY TO ANY CLIENT OR CANDIDATE ARISING OUT OF OR RELATED TO THESE TERMS OR ANY AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO KAALIDIGITAL DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM. IN NO EVENT SHALL KAALIDIGITAL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

This limitation of liability does not apply to (i) damages arising from Kaalidigital’s gross negligence or willful misconduct, or (ii) indemnification obligations set forth in a separately signed Agreement.

10. Disclaimer of Warranties

Kaalidigital provides its services on an “as is” and “as available” basis. While we exercise professional care in sourcing, screening, and presenting candidates, we make no guarantee regarding the fitness, performance, skills, conduct, or continued availability of any Placed Professional. Kaalidigital expressly disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement, to the fullest extent permitted by law.

11. Indemnification

Each party (the “Indemnifying Party”) agrees to defend, indemnify, and hold harmless the other party and its officers, directors, employees, and agents from and against any claims, damages, liabilities, losses, and expenses (including reasonable attorneys’ fees) arising from:

Clients additionally agree to indemnify Kaalidigital against any claims arising from Client’s direction, supervision, or control of Placed Professionals, including claims related to workplace safety, discrimination, or harassment.

12. Term and Termination

A. Term

These Terms and Conditions are effective upon first engagement with Kaalidigital and remain in effect until terminated. Individual Agreements shall have the term specified therein.

B. Termination for Convenience

Either party may terminate a specific engagement or Agreement for convenience upon written notice as specified in the applicable Agreement. Termination does not relieve either party of obligations accrued prior to the termination date.

C. Termination for Cause

Either party may terminate an Agreement immediately upon written notice if the other party materially breaches any provision of these Terms or the Agreement and fails to cure such breach within fifteen (15) days of written notice.

D. Effect of Termination

Upon termination, Client shall pay all outstanding fees for services rendered through the termination date. Provisions that by their nature survive termination, including confidentiality, non-solicitation, payment obligations, intellectual property, and limitation of liability, shall survive.

13. Dispute Resolution

A. Good Faith Negotiation

The parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or any Agreement through good-faith negotiation before pursuing formal dispute resolution.

B. Binding Arbitration

If negotiation fails, any unresolved dispute shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in the state in which Kaalidigital maintains its primary office. The arbitrator’s award shall be final and may be entered as a judgment in any court of competent jurisdiction.

C. Exceptions

Either party may seek emergency injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm, including to enforce confidentiality or non-solicitation obligations, without waiving the right to arbitration.

D. Governing Law

These Terms and all Agreements shall be governed by and construed in accordance with the laws of the State of New Hampshire, without regard to its conflict of laws principles.

14. Equal Opportunity and Non-Discrimination

Kaalidigital is an equal opportunity employer and staffing provider. We do not discriminate in recruitment, placement, or employment decisions on the basis of race, color, religion, sex, national origin, age, disability, veteran status, sexual orientation, gender identity, or any other characteristic protected by applicable federal, state, or local law. Clients agree to comply with all equal employment opportunity laws in connection with any Placed Professional.

15. Compliance with Applicable Law

Both parties agree to comply with all applicable federal, state, and local laws and regulations in connection with the services provided under these Terms, including but not limited to employment law, immigration law, data privacy regulations, export control laws, and anti-corruption and anti-bribery statutes.

16. Force Majeure

Neither party shall be liable for any delay or failure in performance resulting from circumstances beyond that party’s reasonable control, including natural disasters, acts of God, government actions, pandemics, labor disruptions, or failures of third-party infrastructure. The affected party shall notify the other party promptly and use commercially reasonable efforts to resume performance as soon as practicable.

17. Amendments and Modifications

Kaalidigital reserves the right to update or modify these Terms and Conditions at any time. We will provide notice of material changes by posting an updated version on our website and updating the Effective Date. Continued use of our services after the updated Terms are posted constitutes acceptance of the revised Terms. For existing signed Agreements, modifications require mutual written consent of both parties.

18. General Provisions

A. Entire Agreement

These Terms, together with any applicable signed Agreement, Statement of Work, or engagement letter, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior discussions, negotiations, and understandings.

B. Severability

If any provision of these Terms is found to be unenforceable or invalid, such provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

C. Waiver

Failure by either party to enforce any right or provision of these Terms shall not constitute a waiver of future enforcement of that right or provision.

D. Assignment

Neither party may assign its rights or obligations under these Terms or any Agreement without the prior written consent of the other party, except that Kaalidigital may assign its rights in connection with a merger, acquisition, or sale of substantially all of its assets.

F. Relationship of the Parties

Kaalidigital and Client are independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, franchise, or employment relationship between the parties.

19. Contact Information

For questions, concerns, or notices related to these Terms and Conditions, please contact: