Global OfficeWorks Terms and Conditions
This document is as addendum to the Client Services Agreement executed by Global OfficeWorks, Inc (GLOW) and Client.
Section1. Obligations of Client
CLIENT, to act in accordance and without prejudice to the terms and conditions the Terms and Conditions shall comply with its duties and responsibilities as follows:
1.1 Define all operational requirements of the business processes that shall be provided by GLOW, including but not limited to a job description of Clients desired Virtual Assistant (VA) which identifies the qualifications and skill set Client desires the VA to have, scope of work, software and hardware requirements, and any specific training requirements.
1.2 Pay the monthly advance payment on or before the 1st day of the month of service.
1.3 Suspension of Account
If payment is not received by the fifteenth day of the month, services will be immediately suspended until full payment is made.
If payment is not received by the 5th of each month, a 5% late fee will be assessed.
Resumption of Service after Suspension
1.4 Client may request a re-connection of services if a late payment has caused a disruption of services. Re-connection of employment shall only occur after the account is brought current including late fees and all regular charges accrued throughout the period of termination. However, we cannot guarantee that the same team members will be available to you upon resumption of service. In this case, GLOW will provide the same VA as previously hired, only if the VA is available.
1.5 If there are additional charges due as described in section 8, GLOW add these to the monthly invoice.
1.6 Conduct or facilitate training for Client’s VA regarding Client’s business and the tasks Client will be assigning to Clients VA.
1.7 Notify GLOW immediately of any issues or problems Client is experiencing.
Section 2. Cancellation of this Agreement
3.1 Either party, GLOW and CLIENT, may terminate this agreement with immediate effect by way of a written notice if either party commits breach in any of the terms and conditions of this Agreement provided that the dispute cannot be remedied, or if capable of being remedied, or fails to remedy the same within seven (7) day from receipt of the written notice to do so. The parties further agree that termination under this provision shall be resorted to only when all other dispute resolution mechanisms have failed to resolve the issue.
Section 3. Office Based Working Environment.
3.1 GLOW Provides for an Office Based working environment only. Except for emergency situations, we do not allow our employees to work from home.
Section 4. Human Resource Management
4.1 GLOW shall be solely responsible for providing all employment entitlements, including, but not limited to:
- Basic Salary disbursement
- Payment of all Government Mandated Benefits
- Scheduled and unscheduled bonuses.
- Payment of Salary during personal and annual leave.
- Withholding Taxes
- Bonuses and Incentives
4.2 Employee Relations and Discipline. GLOW shall provide all Human Resource management throughout the term of this agreement, including:
- Implementation of GLOW’s company code of conduct and policies
- Mediating and resolving any issues occurring between the VA & Client.
- Resolving all claims by employees.
Section 5. Employees
GLOW is an Independent Contractor of Client. As used herein the term “Employee” shall mean and be interpreted as an employee of GLOW, and not client. GLOW is responsible for training, staffing and otherwise complying with the designated needs of Client as set forth herein. GLOW agrees to indemnify and hold Client harmless from any and all claims that may be made by persons employed by GLOW in the performance of the tasks included herein. All VA’s provided by GLOW to Client shall be employed by GLOW and shall not be interpreted in any way as employees of Client. GLOW shall be solely responsible from any claim or suit for unpaid wages, salaries or benefits due to its employees rendering services for this Agreement.
Section 6. Paid Holidays and Other Leaves
12 specific holidays and 10 vacation and sick days (total) shall be granted to your VA each year. These are paid days off which do not affect the monthly service fee. Should Client require their VA to work on a holiday listed in section 6, Client shall pay a penalty rate of $25 per day. (in addition to the regular monthly payment). In the event VA is absent for more than the days stated here, Client shall be entitled to a daily refund in the amount of 1/31 of the amount of the monthly service fee.
6.1 Observance of Holidays
Your Philippine staff work very hard for you throughout the year with very little time off. In addition to the regular holidays specified below, they only receive 5-13 combined sick & vacation days off per year. (Depending on the length of time served in the company). They often have to work overtime before and after each holiday to make up the time owed to you. Therefore, GLOW asks that you grant them the following Philippine Regular Holidays;
|Holidays Taken By GLOW||Date Holiday falls in Philippines|
|New Years Day||January 1|
|Maundy Thursday (Easter)||Moveable Date|
|Good Friday (Easter)||Moveable Date|
|Independence Day||June 12|
|Christmas Eve||December 24|
|Christmas Day||December 25|
|Rizal Day||December 30|
|New Year’s Eve (USA)||December 31|
In the event that you need us to work on any of these days, please let us know, and we will do our best to accommodate you. (If your team does work on a holiday, there is an additional charge of $25 per employee to cover penalty rates). In addition to the public holidays listed above, each VA on your team is entitled to 5-13 vacation and sick days (total) each year.
There is no cost to you whenever any member your team is absent. Ideally, the remaining member(s) of your team will provide full coverage resulting in total continuity. If not, any hours lacking, whether from sick leave, vacation leave or public holidays shall be made up either prior to the absence or by the end of the month following the absence. In the event any lacking hours are not made up, Client shall be entitled to a pro-rated refund of the monthly service fee.
6.2 Your Employee’s Birthday
GLOW provides the day off for your employee on their birthday. This is very much appreciated by your employee. We find that this increases the productivity and positive attitude of your employee.
6.8 Additional Bonuses
Client shall have the ability to pay its VA additional bonuses. This is at the discretion of the Client. Client agrees to submit all additional bonuses to its VA through GLOW. GLOW shall not charge any fee for payment of this bonus, but shall collect and pay all required withholding taxes and government mandated benefits.
Section 7. Infrastructure & Connectivity
GLOW shall provide and maintain the following to Client throughout the term of this Agreement:
7.1 GLOW shall ensure that all hardware necessary for the VA to undertake work in relation to this Agreement must be fully working and capable of processing all tasks required of the VA by Client.
7.2 Connectivity, including but not limited to internet access, phone and E-Mail between the CLIENT and the VA shall be available during the VA’s working hours and subject to the limitations described in section 8.
7.3 Connectivity Downtime. For Connectivity issues attributable to GLOW’s infrastructure system failure GLOW, in all of its capacity, shall restore connectivity at the soonest possible time.
Section 8. Overtime
8.1 Full time services are deemed to be a 40 hour work week, 8 hours per day.
8.2 Part time services are deemed to be a 20 hour work week, 4 hours per day.
8.3 Overtime shall be defined as any hours worked by your VA in excess of 4 hours per day for part time and 8 hours per day with full time services. VA shall only work overtime at the written request of the Client. Any overtime required by Client shall be paid by client at the current rate described in the service agreement.
Section 9. Annual Cost Increases
The cost of services shall increase annually by 7.5% on the one year anniversary of the Client’s start date. This is to cover increase in salary and other office costs. No other increases shall be permitted without the mutual consent of both parties.
Section 10. Clients Additional Expenses
Additional expenses of Client not included in the base cost shall be limited to the following:
10.1 All license fees for any industry specific software shall be at the expense of the Client..
10.2 Penalty rate of $25 per day shall be paid if client requires employee to work on any of the holidays listed in section 6.
10.3 Any additional bonus compensation paid by Client to VA shall be at the discretion of the Client.
Sections 11. Confidentiality
Contents of Client’s work, systems, equipment, contracts, agreements, properties, documents and information, whether relevant to this Agreement or not, are considered confidential. Such information must not be used, stored, shared, exchanged or passed on in any manner to anybody without the written consent of Client. GLOW shall protect and monitor work performed by GLOW employees to ensure compliance with these confidentiality considerations and to ensure that the security and integrity of data is maintained. This clause shall survive the termination of the Agreement. Any breach of this clause shall enable Client to terminate this Agreement immediately, by written notice.
Section 12. Intellectual Property
All work specifically undertaken or developed by GLOW and GLOW personnel as part of this Agreement is the property of CLIENT. This includes all data bases and anything else in the course of undertaking this Agreement. GLOW shall protect and monitor work performed by GLOW employees to ensure compliance with this clause.
Section 13. Privacy
All data owned by, or entrusted to CLIENT and accessed by GLOW or GLOW’s personnel in the course of this Agreement shall be kept private, and shall be used only in order to successfully complete this Agreement. GLOW shall protect and monitor work performed by GLOW’s employees to ensure compliance with this provision.
Section 14. PROPRIETARY RIGHTS
All property such as database and appointments that empowers Client, Client’s documentation, manuals, handbooks, systems & processes, CRM system, equipment and all other materials owned by Client that are used by GLOW in order to fulfill this Agreement remain the property of Client. This clause shall survive the termination of the Agreement.
Section 15. LIMITATION OF LIABILITY
a. Subject to the “Client’s” obligation to pay the service fee out of or in connection with this Agreement or the performance or observance of its obligations under this Agreement and every applicable part of it shall be limited in aggregate to the Rates.
b. To the extent it is lawful to exclude the following heads of loss and subject to the “Client’s” obligation to pay the fees, in no event shall either party be liable for any loss of profits, goodwill, loss of business, loss of data or any other indirect or consequential loss or damage whatsoever.
Section 16. SEVERABILITY
If any provision of this Agreement is found to be contrary to law by a court of competent jurisdiction, such provision shall be of no force or effect; but the remainder of this Agreement shall continue in full force and effect. The parties shall promptly confer in good faith with respect to any provision found to be in contravention of the law, in order to agree on a substitute provision.
Section 17. SURVIVAL TERMS AFTER TERMINATION
Clauses relating to privacy, indemnification, proprietary rights, non-compete, confidentiality and security shall survive the termination of this Agreement.
Section 18. EVENT OF FORCE MAJEURE
Event of Force Majeure means an event beyond the control of GLOW and Client that prevents GLOW or Client from complying with any of its obligations under this Contract. Neither Party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil commotion or industrial dispute.
18.1 Neither GLOW nor Client shall be in breach of its obligations under this agreement, other than payment obligations, or incur any liability to the other Party for any damages or losses of any nature whatsoever incurred or suffered if and to the extent that it is prevented from carrying out those obligations by, or such damages or losses are caused by, an Event of Force Majeure as stated in Section 18.
18.2 As a condition to the claim of non-liability, the party experiencing the difficulty due to an Event of Force Majeure shall provide the other party timely written notice / incident reports, with complete details following the occurrence of such delay or prevention of performance.
18.3 If an Event of Force Majeure occurs and its effects continues for a period of thirty (30) days, Client may give GLOW a Notice of Termination as stated in Section 3 of this Agreement. If the occurrence and effects of Event of Force Majeure ceases within the Notice of Termination period or before the effective date of termination, CLIENT may continue to engage the Services of GLOW by way of cancelling the Notice of Termination in writing.
Section 19. JURISDICTION
The validity, interpretation, performance and any issue arising out of the Agreement with Global OfficeWorks, Inc., a Colorado Corporation shall be interpreted under the laws and jurisdiction of the State of Colorado.
The validity, interpretation, performance and any issue arising out of the Agreement with Global OfficeWorks Philippines, Inc., a Philippines Corporation shall be interpreted under the laws and jurisdiction of the Province of Negros Oriental, Philippines.
The parties agree to submit disputes arising out of or in connection with this Agreement to the non-exclusive of the courts in the jurisdiction of the corporation.
Section 20. Entire Agreement
This Contract hereby constitutes the entire agreement between Client and GLOW and supersedes all previous agreements regarding the work, whether oral or in writing signed by both parties. Modification of this contract may only occur in writing, signed by both parties.
Section 21. INDEMNITY
Client does hereby release and agree to defend, indemnify and hold GLOW and its and their officers, directors, employees and agents harmless from any and all costs, expenses (including, without limitation of the foregoing, reasonable attorneys’ fees and court costs), liabilities, damages, and causes of action, arising out of the performance of the services contemplated by this Agreement, except for those caused by the gross negligence or willful actions or omissions of GLOW, including any of its or their employees or agents.
Section 22. NOTICES
Any notice which may be given by a Party under this Agreement shall be deemed to have been duly delivered by electronic mail to the address of the other Party as specified in this Agreement or any other address notified in writing to the other Party.
Section 23. Attorneys’ Fees
If any suit or action is brought to enforce any term, provision or covenant of this Agreement, the prevailing part shall also recover from the other party, reasonable attorneys’ fees and costs at trial and upon appeal, if any.
Section 24. Binding Effect.
This Agreement shall be binding upon and inure to the benefit of Client and GLOW and their respective heirs, personal representatives, successors and assigns.
Section 25. Acknowledgement
By signing the Client Services Agreement, Client and GLOW agree to the Terms and Conditions herein agreed to between the parties.
Section 26. Electronic Signing of Documents
All documents may be executed electronically, and in counterparts, which together shall constitute but one and the same document. Electronic signatures shall have full force and effect as if it were an original.