1. SCOPE OF MARKETPLACE SERVICES
1.1 Service Categories
NEO’s Platform provides access to a curated network of NEO Marketplace Partners offering workforce-related services across multiple categories, including without limitation:
(a) Immigration & Visa Services: work permit applications, visa processing, immigration compliance, global mobility support;
(b) Background Verification: criminal checks, employment verification, education verification, reference checks, credit checks;
(c) Benefits Administration: health insurance brokerage, retirement plan administration, benefits enrollment, employee benefits consulting;
(d) HR Consulting: policy development, compliance audits, employee relations, performance management, organizational design;
(e) Tax & Compliance Advisory: corporate tax planning, individual tax advisory, statutory compliance, transfer pricing;
(f) Entity Formation: company incorporation, registered agent services, corporate secretarial, business licensing;
(g) Insurance Brokerage: employer’s liability, professional indemnity, directors & officers, workers’ compensation;
(h) Relocation Services: housing assistance, destination services, moving coordination, settling-in support;
(i) Equipment & IT: laptop procurement, equipment leasing, IT support services; and
(j) Other Services: as may be offered through the Platform from time to time.
1.2 Service Delivery Model
Marketplace Services are provided by independent NEO Marketplace Partners, not by NEO. Client acknowledges and agrees that:
(a) Each NEO Marketplace Partner is solely responsible for its own service delivery, quality, timelines, and compliance with applicable professional standards and regulations.
(b) NEO acts as the marketplace platform, providing: (i) access to its curated network of service providers; (ii) service request submission and tracking; (iii) payment processing and invoicing; (iv) communication facilitation; and (v) quality monitoring.
(c) NEO does not provide immigration, tax, legal, insurance, or other professional advice. Any guidance provided through the Platform is informational only and does not create a professional advisory relationship.
(d) NEO does not guarantee service outcomes, approval rates (for visa or permit applications), or timelines.
2. SERVICE REQUESTS AND ENGAGEMENT
2.1 Initiating Service Requests
Client may submit service requests through the Platform by providing required information for the applicable service category. NEO will route the request to an appropriate NEO Marketplace Partner based on jurisdiction, service requirements, and availability.
2.2 Quotes and Acceptance
The NEO Marketplace Partner will provide a quote through the Platform specifying: scope of services, fees, estimated timeline, and any service-specific terms or limitations.
Client’s acceptance of the quote through the Platform constitutes authorization for NEO to process payment and for the Marketplace Partner to commence services.
Quotes are valid for the period specified or, if no period is specified, for fourteen (14) days from issuance.
2.3 Direct Engagement
For certain Marketplace Services, the NEO Marketplace Partner may require a direct engagement letter, letter of authorization, or service agreement with Client. Such direct agreements:
(a) Supplement but do not replace this Addendum or the Agreement;
(b) Do not modify NEO’s rights under the Agreement, including payment routing obligations; and
(c) Govern the specific service delivery terms between Client and the Marketplace Partner.
For the avoidance of doubt, where Client engages services through NEO under an indirect engagement model, no direct engagement letter, letter of authorization, or service agreement between Client and a Marketplace Partner is required or permitted without NEO’s prior written approval, save that nothing in this clause limits a Marketplace Partner’s payment recourse rights under its Marketplace Participation Agreement with NEO.
2.4 Information Accuracy
Client is solely responsible for the accuracy and completeness of all information provided in connection with Marketplace Services requests. NEO and NEO Marketplace Partners are entitled to rely on such information without independent verification.
3. FEES AND PAYMENT
3.1 Fee Components
The total fees payable by Client for Marketplace Services consist of:
(a) Marketplace Partner Fee: The fee charged by the NEO Marketplace Partner for the requested service, as quoted at the time of service request.
(b) NEO Platform Fee: A platform fee charged by NEO for facilitating access to the Marketplace Partner and processing the transaction. The Platform Fee, if applicable, will be disclosed at the time of service request.
3.2 Fee Variations
Marketplace Services fees vary by service category, jurisdiction, complexity, and Marketplace Partner. NEO does not set or control Marketplace Partner fees.
3.3 Invoicing
NEO shall invoice Client for all fees payable in connection with Marketplace Services, including Marketplace Partner fees and the NEO Platform Fee. Marketplace Partners invoice NEO for services delivered. Clients have no direct payment obligation to Marketplace Partners, except where NEO has failed to remit amounts received from Client to the applicable Marketplace Partner within the timeframe specified in the applicable Marketplace Participation Agreement, in which case the Marketplace Partner’s recourse rights are as set out in that agreement.
3.4 Payment Terms
Payment terms follow the applicable section of the Agreement. Certain Marketplace Services may require advance payment or deposits as specified in the service quote.
3.5 Refunds and Cancellations
(a) NEO Platform Fees are non-refundable once services have commenced.
(b) Refunds of Marketplace Partner fees are subject to the cancellation and refund policies of the applicable Marketplace Partner, as disclosed at the time of service request.
(c) For immigration and visa services, fees are typically non-refundable regardless of application outcome, unless otherwise specified by the Marketplace Partner.
4. SERVICE-SPECIFIC TERMS
4.1 Immigration & Visa Services
NEO Marketplace Partners providing immigration services are independent immigration consultants or law firms. NEO does not provide immigration advice.
Client acknowledges that visa and permit approvals are at the sole discretion of government authorities. Neither NEO nor any Marketplace Partner guarantees approval of any application.
Processing times are estimates only and are subject to government authority workloads and requirements.
Client is responsible for ensuring candidates meet eligibility requirements and provide accurate documentation.
4.2 Background Verification
Background checks are conducted by independent verification providers in accordance with applicable laws and the candidate’s consent.
Client is responsible for obtaining all required consents from candidates prior to initiating background checks.
NEO and Marketplace Partners do not make employment decisions; Client is solely responsible for evaluating results and making hiring decisions in compliance with applicable laws.
4.3 Tax & Compliance Advisory
Tax and compliance advisory services are provided by independent advisors. Any advice is specific to the engagement and should not be relied upon for other purposes without confirmation.
Client should obtain independent verification of any tax positions before filing or relying on them.
NEO is not responsible for tax positions taken by Client based on Marketplace Partner advice.
4.4 Entity Formation
Entity formation services result in the creation of legal entities owned and controlled by Client, not NEO.
Client assumes all obligations associated with maintaining such entities, including statutory filings, registered agent requirements, and ongoing compliance.
4.5 Insurance Brokerage
Insurance products are provided by third-party insurers, not NEO. NEO Marketplace Partners act as brokers or intermediaries only.
Client should review all policy terms carefully. NEO does not warrant the adequacy of coverage for Client’s specific needs.
5. WARRANTIES AND DISCLAIMERS
5.1 NEO Warranties
NEO warrants that:
(a) The Platform will provide functionality for submitting, tracking, and paying for Marketplace Services requests; and
(b) NEO exercises reasonable care in curating and monitoring its network of Marketplace Partners.
5.2 NEO Disclaimers
NEO expressly disclaims all warranties and liabilities related to:
(a) The quality, accuracy, timeliness, or completeness of services provided by any NEO Marketplace Partner;
(b) The outcome of any visa application, background check, insurance claim, or other service;
(c) Professional advice provided by Marketplace Partners (immigration, tax, legal, insurance, or otherwise);
(d) Regulatory penalties or sanctions arising from Client’s reliance on Marketplace Partner services; and
(e) Any losses arising from Marketplace Partner insolvency, non-performance, or service failures.
5.3 Client Acknowledgment
Client acknowledges that:
(a) NEO is a technology platform, not a professional services firm;
(b) Marketplace Partners are independent third parties, not agents or employees of NEO; and
(c) Client should conduct its own due diligence on any Marketplace Partner before engaging for material or high-risk services.
6. INDEMNIFICATION
6.1 Client Indemnification
Client shall defend, indemnify, and hold harmless NEO (including parents, subsidiaries, Affiliates, successors, directors, officers, employees, agents, representatives) against any claims, liabilities, damages, losses, costs, and expenses arising from:
(a) Client’s use of Marketplace Services, including any decisions made based on services received;
(b) Inaccurate or incomplete information provided by Client in connection with service requests;
(c) Client’s failure to obtain required consents (e.g., for background checks);
(d) Claims by any third party to whom Client has provided or resold Marketplace Services; and
(e) Any claim that NEO is liable for the acts or omissions of a Marketplace Partner engaged by Client.
6.2 Survival
This indemnification obligation is in addition to, and not in lieu of, any other indemnifications in the Agreement and shall survive termination.
7. LIABILITY LIMITATION
7.1 Limited Liability Scope
For Marketplace Services, NEO’s liability is limited to Platform technology failures only. NEO shall have no liability for:
(a) Service quality, delays, or failures by Marketplace Partners;
(b) Outcomes of visa applications, background checks, or other services;
(c) Professional advice provided by Marketplace Partners;
(d) Losses arising from Client’s reliance on Marketplace Partner services; or
(e) Marketplace Partner insolvency or non-performance.
7.2 Liability Cap
NEO’s total liability for Platform failures related to Marketplace Services shall not exceed the NEO Platform Fees paid by Client for Marketplace Services in the twelve (12) months immediately preceding the claim.
7.3 Marketplace Partner Liability
Client’s remedies for Marketplace Partner performance issues are against the Marketplace Partner directly, as provided under the Standard Marketplace Services Terms incorporated into this Agreement and, in respect of payment default, as set out in the applicable Marketplace Participation Agreement.
8. TERMINATION
8.1 Addendum Termination
Either Party may terminate this Addendum upon thirty (30) days’ written notice without terminating the Agreement or other Service Addendums.
8.2 Effect of Termination
Upon termination of this Addendum:
(a) Client shall pay for all Marketplace Services rendered or in progress as of the termination date;
(b) Service requests in progress will be completed unless Client instructs otherwise and the applicable Marketplace Partner agrees; and
(c) Client’s access to initiate new Marketplace Services requests will be disabled.
8.3 Agreement Termination
Termination of the Agreement automatically terminates this Addendum
