Flex contractor terms

These terms are between you ("Contractor") and the PassRidge company serving your country: PassRidge Ltd for the UK, the EU and the rest of the world outside the Americas, or PassRidge LLC for the United States, Canada and Latin America. They apply to every task you accept through PassRidge Flex. Each accepted task creates a short statement of work (a "Task") that names the client, the deliverable, the rate and the deadline.

• You provide services as an independent contractor. You are not an employee, worker, agent, partner or joint venturer of PassRidge or of any client. Nothing here creates employment.
• You control how the work is done. We and the client specify the result, the deadline and the quality standard. You decide your own method, tools and working hours within the Task window (usually 3 to 4 hours a day for a set period).
• You may send a suitably qualified substitute if the Task allows it and the client approves them and their confidentiality terms in advance.
• You are in business on your own account. You provide your own equipment, internet and software licences unless a Task says the client provides access to specific tools.
• You are responsible for your own income tax, social security, VAT or sales tax, insurance and any licences you need. We do not withhold tax from contractor payments unless the law requires it.

You may work for other agencies, clients and employers at the same time, and you may decline any Task without penalty. We do not guarantee any volume of work and you do not guarantee availability. Before each Task you confirm that the work will not breach your main employer's rules on outside work or create a conflict of interest. We never ask for your employer's confidential information.

• Each Task page shows the scope, the rate (hourly, per project or per result), the maximum hours and the deadline. Nothing is added after you accept without your written agreement.
• Deliverables are reviewed within 3 working days. If they miss the agreed acceptance criteria we tell you exactly what to fix, and you have a reasonable chance to fix it. Rework needed to meet the agreed criteria is not paid twice.
• Either of us can end a Task early. You are paid for approved work done up to that point.

We tell you about any tax reporting we must file about your payments, for example Form 1099-NEC in the US or DAC7 reports in the EU, and ask for the details we need (such as a W-9 or W-8BEN).

• Work product. When you are paid for a deliverable, you assign to the client (or to PassRidge for onward assignment to the client) all rights in it, including test cases, scripts, frameworks written for the Task, bug reports and documentation. Where the law does not allow assignment, you grant an exclusive, perpetual, worldwide, irrevocable licence. Where the law allows, you waive moral rights.
• Your background IP. Tools, libraries, templates and know-how you owned before the Task or developed independently remain yours. If you include any in a deliverable, you give the client a non-exclusive, perpetual licence to use them with the deliverable.
• Third-party and open-source code. Tell us before you include any, and respect its licence. Do not paste in code, data or content you do not have the right to use. Do not feed client data into public AI tools.

Keep all client information, test environments, credentials, pre-release products and PassRidge business information confidential during the Task and for five years afterwards (and without limit for trade secrets and personal data). Use it only for the Task. The usual exceptions apply: public information, information you already had, and disclosures required by law (tell us first where allowed). Nothing here stops you reporting wrongdoing to a regulator or speaking about your working conditions.

Where you handle personal data for a Task, follow the client's instructions and our security rules, use only approved devices and accounts, and tell [email protected] within 24 hours of any suspected loss. Your own data is described in our privacy notice.

Work with care and skill, meet the acceptance criteria, and be honest about progress and problems. Comply with the client's reasonable security and conduct rules. Do not discriminate, harass or bribe anyone. We do not tolerate any form of forced, bonded or child labour (see our modern slavery statement). You never pay a fee to get or keep Flex work.

We design Flex so that independent status is real, and we check it. Rules differ by country, so some Tasks are not offered in some places.

United Kingdom (IR35 / off-payroll working)

If you contract through your own limited company or as a sole trader, the off-payroll working rules may apply when the client is a medium or large business. The client, or we as the fee-payer, will assess status and give you a Status Determination Statement with reasons. If a Task is assessed as inside IR35, we deduct income tax and National Insurance and pay the employer's NICs ourselves, and you will see this before you accept. You can challenge a determination: we reply to a written challenge within 45 days.

United States (California AB5 and similar tests)

California and some other states apply an "ABC" test: you must be free from the hiring entity's control, do work outside the usual course of its business, and run an independent business. QA work for a company whose business is QA staffing may not pass this test. We therefore do not engage individuals in California (or other ABC-test states) as 1099 contractors for Flex Tasks unless the work fits a recognised exemption, such as a business-to-business arrangement with your own established company. Otherwise we offer W-2 engagement through an employer-of-record partner, with different terms.

European Union

Several countries treat contractors who look like employees as employees (for example false self-employment rules in Germany, the Netherlands and Spain). The EU Platform Work Directive, which Member States must apply by December 2026, adds a presumption of employment for some platform work. We screen Tasks for these risks, offer them only where the arrangement is genuinely independent, and may require an agency or EOR route instead.

You are responsible for loss caused by your negligence or breach. Our liability to you for a Task is limited to the unpaid fees for that Task, except for amounts we cannot lawfully limit. Hold professional indemnity cover if a Task requires it; we say so before you accept.

Either of us can end these terms on 7 days' written notice. We can end them immediately for serious breach, a conflict you did not disclose, breach of confidentiality or fraud. Tasks in progress finish unless the reason for ending affects them, and you are paid for approved work. Confidentiality, IP and payment terms continue after the end.

For PassRidge Ltd: the laws of England and Wales and the courts of England and Wales. For PassRidge LLC: the laws of the State of Delaware and the courts of Delaware. Local mandatory law that protects you still applies. Questions: [email protected].