WORKSPACECO OUTSOURCING

Services Terms and Conditions

1. DEFINITIONS

In this Agreement, the following terms have the meanings set out below:

Additional Services Hourly Rate means, at the Commencement Date, the amount specified in item 3 of the Payment Details section of the Contract Particulars.
Agreement means this Services Agreement, including any schedules and annexures to it.
Annual Subscription Agreement has the meaning given to it in clause 2.4.
Business Day means a day which is not a Saturday, Sunday, public holiday, or bank holiday in Western Australia, Australia.
Claim means, in relation to a Party, any demand, claim, action, or proceeding made or brought by or against the Party, however arising, whether present, unascertained, immediate, future, or contingent.
Client Currency means the currency in which the Client is billed, which may be Australian Dollars (AUD) or United States Dollars (USD), as specified in the Contract Particulars.
Client IP means:
- (a) the Intellectual Property Rights that the Client owns at the date of this Agreement;
- (b) the Intellectual Property Rights that the Client acquires or develops from the date of this Agreement; and
- (c) any refinement or improvement to the Client’s Intellectual Property Rights made after the date of this Agreement.
Client’s Representative means the person authorised to represent and give instructions on behalf of the Client in relation to this Agreement, as nominated in writing by the Client to the Service Provider from time to time.
Commencement Date means the date that the Service Provider commences the Services, as specified in item 1 of the Contract Particulars.
Confidential Information means, other than Excluded Information, all records, documents, data, or other information in whatever form (including electronic, digital, cloud-stored, or physical):
- (a) relating to this Agreement or any transaction contemplated under it;
- (b) relating to any expert determination initiated under this Agreement;
- (c) relating to a Party or that Party’s business affairs, including methods of operation, intellectual property, customer lists, products, prices, fees, costs, technology, inventions, trade secrets, know-how, software, marketing methods, plans, personnel, suppliers, competitors, markets, or other specialised information;
- (d) that is disclosed by a Party and is marked as confidential or is of a confidential, secret, or proprietary nature;
- (e) that includes any algorithms, artificial intelligence models, data sets, or training data; or
- (f) where the Client is the disclosing Party:
  - - (i) documents, records, or information related to the Services given to the Service Provider or Dedicated Team Member; and
    - (ii) Personal Information of third parties provided by the Client to the Service Provider or Dedicated Team Member in relation to the Services.
Contract IP means any and all Intellectual Property Rights created, discovered, developed, or that come into existence in relation to the performance of this Agreement or any Services by one or both of the Parties.
Contract Particulars means the Contract Particulars section of this Agreement.
Cybersecurity Standards means industry-standard technical, organisational and physical safeguards designed to prevent unauthorised access to or disclosure of data, including encryption, multi-factor authentication, regular security updates, secure access controls, and breach detection systems.
Digital Channels means electronic and digital methods of communication and service delivery, including email, messaging applications, video conferencing platforms, cloud storage, and project management software.
Digital Tools means any software applications, online platforms, cloud services, collaboration tools, or other digital technologies used in the provision of the Services.
Early Termination Fee means the fee payable by the Client upon an approved early termination of an Annual Subscription Agreement prior to the end of the initial 12-month term, calculated as fifty percent (50%) of the Monthly Service Fee for each remaining month in the 12-month term.
End Date means the date specified in item 6 (Renewal Date) of the Agreement Details section of the Contract Particulars.
Excluded Loss means, whether arising under common law, in equity, or under any statute, or otherwise from or related in any way to this Agreement or its subject matter: (a) any of the following, whether actual, direct, indirect, anticipated, or otherwise: loss of profit; loss of revenue; loss of product; loss of expected savings; loss of income, rent or holding costs; loss of expected production; opportunity costs; loss of business (including loss or reduction of goodwill or opportunity); damage to reputation; costs of business interruption; loss of use or corruption of software, data or information; costs of acquiring replacement goods, services, or technology; regulatory fines or penalties; or (b) any indirect, special, economic, incidental, consequential or punitive loss or damage. For clarity, Excluded Loss does not include direct costs reasonably incurred by a Party to remedy or mitigate the effects of a breach by the other Party.
Force Majeure means an event beyond a Party’s reasonable control which could not have been prevented or reasonably foreseen, including:
- (a) acts of God, natural disasters, fire, explosion;
- (b) terrorism, war, riots, civil disorder;
- (c) industrial disputes;
- (d) pandemic, epidemic, or public health emergency;
- (e) cyber attack, data breach, or significant IT disruption; or
- (f) widespread power outages or internet or telecommunications failures.
Government Agency means a governmental, semi-governmental, administrative, fiscal, judicial, or quasi-judicial body, department, commission, authority, tribunal, agency, or entity.
Insolvency Event means, in relation to a Party:
- (a) a receiver, administrator, liquidator, provisional liquidator, or similar officer is appointed to the Party or any of its assets under the Corporations Act 2001 (Cth) or the Bankruptcy Act 1966 (Cth);
- (b) an application is made to a court for such an appointment and is not permanently stayed, withdrawn, or dismissed within 21 days;
- (c) the Party enters into, or resolves to enter into, a deed of company arrangement, scheme of arrangement, compromise, or composition with creditors;
- (d) a resolution is passed or an order is made for the winding up, dissolution, or administration of the Party;
- (e) the Party ceases to pay, or is unable to pay, its creditors in the ordinary course of business;
- (f) the Party commits an act of bankruptcy or is declared bankrupt under the Bankruptcy Act 1966 (Cth);
- (g) the Party makes an assignment for the benefit of creditors;
- (h) any enforcement process is taken against a substantial portion of the Party’s assets and is not satisfied or withdrawn within 21 days; or
- (i) anything having a substantially similar effect happens under applicable Australian law or the law of any other jurisdiction.
Intellectual Property Rights means all intellectual property rights throughout the world, whether registered, unregistered, or registrable, now existing or that come into existence in the future, including any patent, trademark, copyright (including future copyright), moral right, design, circuit layout rights, or any corresponding right; rights in respect of inventions, discoveries, trade secrets, know-how, concepts, ideas, methodologies, data, algorithms, formulae, source code, machine learning models, or artificial intelligence systems; and all renewals and extensions of such rights.
Invoice means a bill or statement of services provided, including the sum due, whether issued in paper or electronic form.
Law means any legislative requirement, common law, mandatory codes, standards and guidelines, writs, orders, injunctions or judgments, digital and electronic transaction laws, cybersecurity regulations, data protection requirements, and regulatory requirements of any Government Agency having jurisdiction over the Parties or the Services.
Loss means any damage or loss (including direct or consequential loss, economic loss, or loss of profits), or any liability, compensation, cost, charge, expense, or other obligation, including the cost of defending or settling a claim and legal fees on a solicitor-client basis.
Monthly Service Fee means the monthly amount payable by the Client for the Services as specified in item 1 of the Payment Details section of the Contract Particulars, exclusive of GST unless otherwise stated.
Monthly Subscription Agreement has the meaning given to it in clause 2.4.
Onboarding Fee means the one-time fee referred to as the “WSC Success Suite” specified in item 2 of the Payment Details section of the Contract Particulars.
Onboarding Services means the services provided by the Service Provider to facilitate the Client’s commencement of using the Services, including training, setup, and integration of systems, which may be delivered in-person or via Digital Channels.
Personal Information has the meaning given to it in the Privacy Act 1988 (Cth), and includes information or an opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether or not recorded in a material form.
Privacy Law means the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs) contained therein, applicable State and Territory privacy legislation, and any other applicable data protection legislation in force from time to time in Australia, or in any other jurisdiction relevant to the Client.
Replacement Discount means the discount of 25% applied to the Client’s invoice following the replacement of a Dedicated Team Member.
Restraint Period means the Term and the period of 12 months from the termination or expiry of this Agreement.
Satisfaction Guarantee Period means the first three (3) months from the Commencement Date, during which the Client may terminate this Agreement in accordance with clause 11.4.
Secure Communication Methods means communication tools and practices that employ encryption, access controls, and other security measures to protect the confidentiality and integrity of transmitted information.
Service Document means a document in whatever form that the Client requests be prepared, varied, or completed as part of the Services.
Service Fee means all fees that the Client must pay to the Service Provider for the Services as specified, calculated, and payable in accordance with clause 7 and the Contract Particulars.
Services means the services to be provided by the Dedicated Team Member to the Client, as agreed in writing between the Service Provider and the Client as part of or during the provision of the Onboarding Services.
Service Provider IP means:
- (a) the Intellectual Property Rights that the Service Provider owns at the date of this Agreement;
- (b) the Intellectual Property Rights that the Service Provider acquires or develops from the date of this Agreement; and
- (c) any refinement or improvement to the Service Provider’s Intellectual Property Rights made after the date of this Agreement.
Term means the term of this Agreement.
Dedicated Team Member means an administrative assistant engaged by the Service Provider to remotely perform Services for the Client, utilising digital collaboration tools, cloud-based systems, and secure communication platforms. References to “Virtual Assistant” or “VA” in this Agreement or in the Contract Particulars have the same meaning.
Approved Holidays means the holidays specified in Schedule 1 (Holiday Schedule) to this Agreement during which the Dedicated Team Member is not required to provide Services.
Special Condition means any special condition set out in the Contract Particulars, which may modify the application of these General Terms and Conditions.

2. INTERPRETATION

2.1 General

In this Agreement, unless inconsistent with the context:

(a) if a word or phrase is defined, then its other grammatical forms have a corresponding meaning;
(b) the singular includes the plural and vice versa;
(c) a reference to a gender includes any gender;
(d) a reference to a clause, schedule, or annexure is a reference to a clause, schedule, or annexure of this Agreement;
(e) the words “includes” and “including” are not words of limitation;
(f) a reference to a document includes a variation or replacement of that document;
(g) a reference to a statute includes its subordinate legislation and any modification, replacement, or re-enactment;
(h) a reference to a person includes an individual, body corporate, trust, partnership, joint venture, unincorporated body, or other entity;
(i) part performance of an obligation does not constitute performance of that obligation;
(j) a reference to currency means Australian Dollars (AUD) unless otherwise specified in the Contract Particulars;
(k) a reference to time is to the time in Perth, Western Australia (Australian Western Standard Time, AWST), unless otherwise agreed in writing with reference to the Client’s applicable Australian time zone as specified in the Contract Particulars;
(l) if the date on which an act must be done is not a Business Day, then that act must be done on the next Business Day;
(m) a reference to “writing” or “written” includes emails and other electronic communications; and
(n) a reference to signature includes electronic signatures compliant with the Electronic Transactions Act 1999 (Cth) and applicable State and Territory electronic transactions legislation.

2.2 Headings

A heading in this Agreement is for convenience only and does not affect the interpretation of this Agreement.

2.3 Inconsistency within this Agreement

(a) A Special Condition prevails to the extent of any conflict or inconsistency with any other provision of this Agreement.
(b) Subject to clause 2.3(a), the provisions of a schedule prevail to the extent of any conflict or inconsistency with any other provision of this Agreement.

2.4 Nature of Agreement

(a) This Agreement is a Monthly Subscription Agreement if the Contract Particulars indicate that this is a Monthly Agreement. If so, the Client may terminate this Agreement for convenience by giving 30 days’ written notice.
(b) This Agreement is an Annual Subscription Agreement if the Contract Particulars indicate that this is an Annual Subscription Agreement. If so, the Client may not terminate for convenience before the end of the initial 12-month term, subject to clause 11.4 (Satisfaction Guarantee Period).
(c) If the Contract Particulars do not specify, this Agreement is an Annual Subscription Agreement.
(d) The Services may be delivered through digital means, including virtual meetings, electronic communications, and online collaboration tools.

2.5 Terminology

References to “Virtual Assistant” or “VA” in this Agreement and in the Contract Particulars are used interchangeably with “Dedicated Team Member” and refer to the same personnel and service arrangements. This terminology reflects an enhancement in service delivery standards and professional employment practices. No change to the substance of the services provided or the contractual relationship between the parties results from use of either term.

3. APPOINTMENT OF SERVICE PROVIDER

In consideration of the Client paying the Service Fees, the Service Provider agrees to perform the Services for the duration of the Term in accordance with this Agreement, utilising appropriate technology and digital tools to facilitate the efficient delivery of Services.

4. TERM

(a) This Agreement commences on the Commencement Date and expires on the End Date unless terminated earlier at law or under this Agreement.
(b) If the Client continues to engage the Service Provider after the end of the Term, the continuing engagement will be on the terms and conditions set out in this Agreement, as if it were a Monthly Subscription Agreement, subject to termination in accordance with clause 11.
(c) Upon expiration of the initial 12-month term of an Annual Subscription Agreement, this Agreement shall automatically renew for successive six (6) month periods unless either Party provides at least thirty (30) days’ written notice prior to the expiry of the current term.
(d) The Service Provider will provide written notice to the Client’s designated email address at least forty-five (45) days prior to each renewal date. The renewal notice will include: (i) the date on which the automatic renewal will occur; (ii) the length of the renewal period; and (iii) any changes to the Service Fees that will apply during the renewal period. Failure by the Service Provider to provide the renewal notice does not prevent automatic renewal, but the Client may terminate the renewed Agreement within 14 days of the renewal date without penalty if no renewal notice was provided.

5. SERVICE PROVIDER’S OBLIGATIONS

5.1 Provide Services

(a) The Service Provider must provide the Services and the Onboarding Services in accordance with the terms of this Agreement.
(b) The Service Provider must perform the Services to the standard of professional care, skill, expertise, judgement, and diligence expected of a competent professional experienced in providing similar services, utilising current technology and best practices.
(c) During the Term, the parties may agree to vary the Services or the Service Fees, including if the Service Provider agrees to provide Additional Services at the Client’s request.
(d) Workspaceco provides high-quality Dedicated Team Members who align with the Client’s skill requirements and values through robust recruitment systems, including comprehensive assessments, interviews, and background checks.
(e) Workspaceco offers a two-week training program providing Dedicated Team Members with a foundation customised to the tasks, applications, and profile outlined in their job descriptions, including basic bookkeeping, systems and process writing, project management, and client applications. Shadowing sessions with professionals in similar roles may also be provided.
(f) Workspaceco fosters a supportive community for both Clients and Dedicated Team Members through performance evaluations, coaching, upskilling sessions, webinars, and events.
(g) Workspaceco actively monitors the productivity and hours of Dedicated Team Members, initiating coaching and corrective action processes to enhance work efficiency and achieve desired client outcomes.
(h) Workspaceco does not assume responsibility for the direct management, supervision, and day-to-day training of Dedicated Team Members within the Client’s organisation; this is the Client’s responsibility.
(i) Workspaceco does not guarantee specific outcomes from the Dedicated Team Member’s work, as results depend on the quality of training, support, and the relationship formed between the Client and the Dedicated Team Member.
(j) Workspaceco is not liable for results or errors arising from the Client’s supervision or instructions.
(k) Errors or performance issues do not warrant refunds; however, Workspaceco is committed to collaborating with the Client to resolve any issues and prevent future occurrences.
(l) The Service Provider shall ensure that all Dedicated Team Members are trained in cybersecurity best practices, including secure handling of Client data, strong passwords, multi-factor authentication, and recognition of phishing and other security threats.
(m) The Service Provider acknowledges that exchange rate fluctuations between the Client Currency (AUD or USD as specified in the Contract Particulars) and the Philippine Peso (PHP) may impact the cost of service delivery. The Service Provider shall implement reasonable measures to manage currency risks while maintaining service quality.
(n) The Service Provider offers unlimited replacements for Dedicated Team Members if necessary. If the Service Provider is unable to replace a Dedicated Team Member, no further action is required by the Client.
(o) When a Dedicated Team Member is replaced, the subsequent invoice will receive a 25% discount as compensation for the transition period.

5.2 Dedicated Team Member

(a) The Client acknowledges that all or part of the Services will be performed by a Dedicated Team Member engaged as a subcontractor to the Service Provider.
(b) The Service Provider:
- (i) will assign the number of Dedicated Team Members to the Client as specified in the Contract Particulars;
- (ii) may, by giving reasonable notice to the Client, change the Dedicated Team Member assigned to the Client;
- (iii) must take all reasonable steps to ensure the Dedicated Team Member:
  - (A) has reliable high-speed internet at their place of work, suitable for video conferencing, web browsing, and cloud-based applications, a reasonable level of Microsoft Office proficiency, digital collaboration tool competency, and general computer skills;
  - (B) has reasonable English language skill necessary to perform the Services; and
  - (C) has sufficient skills, qualifications, and experience to perform the Services; and
- (iv) must take all reasonable steps to ensure the Dedicated Team Member performs the Services as required under this Agreement.
(c) The Client acknowledges that the Service Provider and the Dedicated Team Member may, but are not obliged to, perform the Services on official public holidays in the Client’s primary place of business or during the period between 25 December and the next 1 January.
(d) The Dedicated Team Member shall be made available during the hours specified in the Contract Particulars, which may be adjusted for time zones to accommodate the Client’s operating hours. Any changes to working hours shall be agreed in writing between the Parties.
(e) Each Dedicated Team Member is entitled to:
- (i) 5 days of mandatory annual leave during the Christmas/New Year period (25 December to 1 January); and
- (ii) 5 days of discretionary annual leave at other times during the year, subject to proper filing and approval from the Client; and
- (iii) 5 days of paid personal leave per calendar year.
(f) During the Dedicated Team Member’s annual leave or approved personal leave, the Client’s invoice will be billed as per normal, and no substitute Dedicated Team Member will be allocated during this period.
(g) The Dedicated Team Member shall observe the holidays specified in Schedule 1 (Holiday Schedule) to this Agreement, which includes: (i) Approved Philippine holidays including All Saints’ Day, Christmas Eve, New Year’s Eve, Maundy Thursday, and Labour Day (1 May); and (ii) Approved Australian National Holidays including New Year’s Day, Australia Day (Observed), Good Friday, Easter Monday, Christmas Day, and Boxing Day.
(h) If an Australian holiday is not approved by the Client, an alternative day off may be provided to the Dedicated Team Member at the Service Provider’s discretion.
(i) Working hours and breaks for Dedicated Team Members are structured as follows:
- (i) for shifts of more than 4 hours but less than 5.5 hours: one (1) paid 15-minute break;
- (ii) for shifts of more than 5.5 hours but less than 8 hours: one (1) paid 15-minute break and one (1) unpaid 1-hour lunch break; and
- (iii) for shifts of 8 hours: two (2) paid 15-minute breaks and one (1) unpaid 1-hour lunch break, resulting in a total shift duration of 9 hours with 8 hours of billable work. The scheduling of breaks shall be reasonably determined between the Client and the Dedicated Team Member, taking into consideration the operational needs of the Client and any time zone differences.

5.3 Onboarding Services

(a) The Service Provider must provide the Client with onboarding services as soon as possible after the Commencement Date, including digital onboarding sessions, access to online training materials, and setup of required collaboration tools.
(b) The Client must pay the Service Provider the one-off Onboarding Fee (referred to as the “WSC Success Suite”) as specified in the Contract Particulars.
(c) The Onboarding Fee is payable within 7 days of the Client receiving an invoice for it.

5.4 Acknowledgements

The Client acknowledges and agrees that, notwithstanding clause 5.2(b)(iii):

(a) the Service Provider’s engagement, supervision, and management of the Dedicated Team Member is conducted remotely;
(b) the Service Provider will interview and conduct a general background review of the Dedicated Team Member but does not take responsibility for matters not detected in these checks or any fraudulent or misleading representations made by the Dedicated Team Member;
(c) the Dedicated Team Member’s ability to properly perform the Services is dependent upon the Client providing the information and documents in clause 6.1(a), and the accuracy of the same;
(d) prior to entering into this Agreement, the Client has been given a reasonable opportunity to examine all services which are the subject of this Agreement; and
(e) the Client has not relied on the skill or judgement of the Service Provider prior to entering into this Agreement.

6. CLIENT’S OBLIGATIONS

6.1 General

The Client must:

(a) provide the Service Provider with the information and documents required to perform the Services, including templates or examples for all Service Documents;
(b) comply with all reasonable directions issued by the Service Provider or the Dedicated Team Member where such directions relate to the ability to perform the Services;
(c) cooperate fully with the Service Provider’s personnel and the Dedicated Team Member in relation to the provision of the Services;
(d) make available to the Service Provider and the Dedicated Team Member, free of charge, all information, facilities, digital access, and services reasonably required to enable the Service Provider to perform the Services effectively, including access credentials for necessary systems, subject to appropriate security protocols; and
(e) ensure that all software licences, digital tools, and online platforms to which the Dedicated Team Member requires access are properly licensed and comply with the relevant terms of service.

6.2 Verification of Service Documents

The Client is responsible for reviewing and verifying all Service Documents provided by the Dedicated Team Member.

6.3 Internet Access and Data

(a) The Client must, at its own cost, ensure the provision of adequate internet access at the Client’s location(s) and implement appropriate cybersecurity measures for any systems to which the Dedicated Team Member is granted access.
(b) The Client acknowledges that electronic reports, certificates, and other documents generated by the Dedicated Team Member can contain significant amounts of data. The Client is responsible for: (i) any data or internet usage costs incurred while using the Dedicated Team Member; (ii) any additional costs incurred in relation to transferring large files or using significant amounts of data at the Client’s request; and (iii) providing appropriate file sharing and storage solutions for regularly transferring large files if required. The Service Provider is not liable for any such costs.
(c) The Client agrees to use any third-party services accessible via the Service Provider’s digital platforms at the Client’s sole risk. To the extent permitted by law, the Service Provider is not liable for any Loss to the Client arising from the use of such third-party services.

6.4 Privacy and Data Consent

(a) The Service Provider may store all documents, records, and other information provided by the Client or created by the Service Provider in relation to the Services for up to 7 years from the date the information is provided. Such storage may include secure cloud storage solutions that comply with applicable data protection laws.
(b) As part of the Contract Information, the Service Provider may collect, store, and use technical data and related information about the Client’s system and application software gathered periodically to facilitate the provision of Services.
(c) Each Party must at all times comply with all applicable Privacy Laws, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs), and any other relevant data protection legislation in the Client’s jurisdiction.
(d) Where the Client provides or intends to provide Personal Information of a third party to the Service Provider or a Dedicated Team Member, the Client must procure all necessary consents from that third party: (i) to make such disclosure; and (ii) for the Service Provider to collect, store, handle, and deal with such information in accordance with this Agreement.
(e) The Service Provider will take all reasonable steps to store all Contract Information in a secure manner and in accordance with the Cybersecurity Standards.
(f) Clause 6.4(a) survives the termination or expiry of this Agreement.
(g) Where the Service Provider processes Personal Information on behalf of the Client:
- - (i) the Client remains the data controller and the Service Provider acts as a data processor;
  - (ii) the Service Provider shall process Personal Information only on documented instructions from the Client;
  - (iii) the Service Provider shall ensure that persons authorised to process the Personal Information have committed themselves to confidentiality;
  - (iv) the Service Provider shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk; and
  - (v) the Service Provider shall delete or return all Personal Information to the Client after the end of the provision of Services.

6.5 Third-Party Software and Licences

(a) The Client is solely responsible for obtaining, maintaining, and paying for all licences, subscriptions, and permissions for any third-party software, applications, platforms, or services required for the Dedicated Team Member to perform the Services.
(b) The Client shall ensure that all third-party software or applications to which the Dedicated Team Member requires access are properly licensed and comply with the relevant terms of service or end-user licence agreements.
(c) The Service Provider shall not be liable for any delays, failures, or additional costs resulting from the Client’s failure to provide necessary licences or access to required software or applications.
(d) The Client shall indemnify and hold harmless the Service Provider against any claims, losses, damages, or expenses arising from the Client’s failure to obtain appropriate licences for third-party software or applications used by the Dedicated Team Member.

6.6 Restraint

(a) During the Restraint Period, the Client must not directly or indirectly, without the Service Provider’s prior written consent:
- (i) solicit, canvass, induce, or encourage any officer, employee, or contractor of the Service Provider (including a Dedicated Team Member) to leave the employment or engagement with the Service Provider;
- (ii) employ or engage any person who is or was an employee or contractor of the Service Provider (including a Dedicated Team Member) within the 12 months preceding such engagement;
- (iii) solicit, canvass, or approach any person who is or was a client or customer of the Service Provider with a view to obtaining their custom in a business of a similar or related nature; or
- (iv) interfere, directly or indirectly, with the relationship between the Service Provider and its clients, employees, or contractors.
(b) The Client must not solicit, entice, or attempt to employ or engage any employee, contractor, or staff member of the Service Provider (other than Dedicated Team Members, which are covered by clause 6.6(a)(ii)) during the Term and for 12 months following termination or expiry of this Agreement.
(c) Liquidated Damages for Direct Hiring:
- (i) If the Client breaches clause 6.6(a)
- (ii) or clause 6.6(b) by directly or indirectly employing or engaging any Dedicated Team Member or other staff member of the Service Provider, the Client agrees to pay the Service Provider liquidated damages. (ii) The liquidated damages payable shall be the lesser of: (A) AUD $30,000; or (B) an amount equivalent to six (6) months of the Service Fee that would have been payable for that Dedicated Team Member’s services under this Agreement.
- (iii) The Service Fee shall be calculated based on the monthly Service Fee payable immediately prior to the breach, or if the Agreement has been terminated, immediately prior to termination.
- (iv) The liquidated damages are payable in addition to any other remedies available to the Service Provider at law or in equity, and do not limit the Service Provider’s right to seek injunctive relief.
- (v) The parties acknowledge that the liquidated damages represent a genuine pre-estimate of the loss likely to be suffered by the Service Provider.
- (vi) Payment is due within thirty (30) days of written demand by the Service Provider.

7. PAYMENT AND INVOICING

7.1 Payment of Service Fee

(a) In consideration of the Service Provider providing the Services, the Client must pay the Service Provider the Service Fee.
(b) The Service Fee is payable in advance at the start of each month, with any approved overtime billed in arrears in the subsequent month’s invoice.
(c) Payment must be made by the Client to the Service Provider in the Client Currency (AUD unless otherwise specified).
(d) All payments must be made by electronic funds transfer, direct debit, or credit card to the Service Provider’s nominated bank account or payment platform within 7 days of the date of invoice. Where automatic payment is selected, the Client agrees to provide and maintain valid and up-to-date payment details via the Service Provider’s nominated payment platform to enable automatic monthly billing. Failure of an automatic payment or failure to make a manual payment by the due date does not relieve the Client of its obligation to pay any outstanding amounts and may result in late fees, service suspension, or other remedies available under this Agreement.
(e) Unless otherwise agreed in writing, all invoices will be issued on the first Business Day of each month for the Services to be provided during that month. Where the first Business Day falls on a weekend or public holiday, invoices may be issued earlier.

7.3 Replacement Discount

(a) If a Dedicated Team Member is replaced during the Term, the Client shall receive a 25% discount on the subsequent invoice following the replacement.
(b) The Replacement Discount is applicable only to the first invoice immediately following the replacement and does not apply to subsequent invoices.

7.4 GST and Other Taxes

(a) Unless expressly stated otherwise, all amounts payable under this Agreement are exclusive of GST (as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth)).
(b) If GST or any equivalent tax is payable on a supply made under this Agreement, the recipient of the supply must pay to the supplier an additional amount equal to the tax payable on the supply. The additional amount is payable at the same time as the consideration for the supply.
(c) If the Client is required by law to withhold or deduct any amount from any payment due to the Service Provider, the Client must:
- (i) pay the full amount of the withholding or deduction to the relevant taxation authority; and
- (ii) furnish the Service Provider with an official receipt or other documentation evidencing such payment.

7.5 Price Adjustment for Inflation

(a) The Service Provider may adjust the Service Fee annually on 1 July to account for inflation.
(b) Any increase will be limited to the greater of:
- (i) the percentage increase in the Consumer Price Index (CPI) published by the Australian Bureau of Statistics for the preceding 12-month period; or
- (ii) 3% per annum.
(c) The Service Provider will provide at least 30 days’ written notice of any such price adjustment.

7.6 Exchange Rate Fluctuations

(a) If the exchange rate between the Client Currency and the Philippine Peso (PHP) fluctuates by more than 10% over any 3-month period, the Service Provider may adjust the Service Fee to reflect this change.
(b) The adjustment will be calculated based on the average exchange rate over the preceding 3-month period compared to the rate at the Commencement Date or the date of the last adjustment.
(c) The Service Provider will provide at least 30 days’ written notice of any such price adjustment, including the calculation methodology.

7.7 Interest on Overdue Amounts

The Client must pay interest on any overdue Service Fees or other overdue sums payable under this Agreement as follows:

(a) if a Tax Invoice is disputed and later resolved in favour of the Service Provider, the Client must pay interest on the disputed amount from the 14th day after the date of the Tax Invoice until full payment is made;
(b) interest will apply to all overdue amounts as follows:
- (i) a one-time charge of 8% on the overdue amount on the 14th day after the due date; and
- (ii) a continuing charge of 15% per month on the total outstanding balance, applied every 30 days, until payment is made in full.

8. INTELLECTUAL PROPERTY

8.1 Client IP

(a) All Client IP remains the property of the Client.
(b) To the extent necessary for the Service Provider to provide the Services, the Client grants to the Service Provider a non-exclusive, non-transferable, royalty-free licence to use, reproduce, and modify the Client IP solely for the purpose of providing the Services during the Term.

8.2 Service Provider IP

(a) All Service Provider IP remains the property of the Service Provider.
(b) To the extent necessary for the Client to receive the benefit of the Services, the Service Provider grants to the Client a non-exclusive, non-transferable, royalty-free licence to use and reproduce the Service Provider IP for the purposes of receiving the Services during the Term.

8.3 Contract IP

(a) All Contract IP created specifically for the Client and not derived from or incorporating Service Provider IP vests in the Client upon creation.
(b) Any intellectual property that is Service Provider IP or derived from or incorporating Service Provider IP shall remain the property of the Service Provider, regardless of any modifications or adaptations made during the provision of Services.
(c) The Client grants to the Service Provider a non-exclusive, non-transferable, royalty-free licence during the Term to use, reproduce, and modify the Contract IP solely for the purpose of providing the Services.
(d) The Service Provider grants to the Client a non-exclusive, non-transferable, royalty-free licence to use any Service Provider IP incorporated into deliverables provided to the Client, solely for the Client’s internal business purposes.

9. CONFIDENTIALITY

9.1 Confidentiality Obligations

Each Party must:

(a) maintain confidentiality and refrain from disclosing the Confidential Information of the other Party to any person, except:
- (i) where disclosure is necessary for the purpose of performing the Party’s obligations under this Agreement; or
- (ii) where disclosure is required by Law;
(b) ensure that the Confidential Information of the other Party is:
- (i) kept secure and protected from unauthorised access, modification, use, or disclosure;
- (ii) only used for the purpose for which it was provided; and
- (iii) not copied, reproduced, or stored except as necessary to perform obligations under this Agreement;
(c) promptly notify the other Party if it becomes aware of any actual or suspected unauthorised access to or use of the Confidential Information; and
(d) when requested, promptly return or destroy all Confidential Information of the other Party in its possession or control.

9.2 Exceptions

The obligations in clause 9.1 do not apply to Confidential Information that:

(a) is or becomes publicly available other than through a breach of confidentiality by the receiving Party;
(b) is or was already in the lawful possession of the receiving Party without any obligation of confidentiality;
(c) is or was rightfully received by the receiving Party from a third party under no obligation of confidentiality; or
(d) is or was independently developed by the receiving Party without reference to the Confidential Information of the disclosing Party.

9.3 Survival

The obligations in this clause 9 survive the termination or expiry of this Agreement.

10. LIMITATION OF LIABILITY

10.1 Limitation of Liability

(a) To the extent permitted by Law, the aggregate liability of the Service Provider to the Client in respect of all Claims arising out of or in connection with this Agreement or the Services is limited to the total Service Fees paid by the Client to the Service Provider during the 12-month period immediately preceding the event giving rise to the relevant Claim.
(b) The Service Provider is not liable to the Client for any Excluded Loss.

10.2 Implied Terms

(a) To the extent permitted by Law, all express or implied representations, conditions, warranties, guarantees, or other provisions that would confer rights upon the Client, other than those expressly contained in this Agreement, are excluded.
(b) If any condition, warranty, guarantee, or other provision is implied into this Agreement or otherwise applies pursuant to any Law and cannot be excluded, but the Service Provider can limit the Client’s remedy for a breach, then the Service Provider’s liability for such a breach is limited to one or more of the following, at the Service Provider’s option:
- (i) in the case of goods, the replacement of the goods or supply of equivalent goods, the repair of the goods, or the payment of the cost of such replacement or repair; or
- (ii) in the case of services, the re-supply of the services or payment of the cost of having the services supplied again.

10.3 Indemnity

The Client indemnifies and keeps indemnified the Service Provider and its officers, employees, and agents against all Claims and Losses directly or indirectly incurred or suffered by the Service Provider arising out of or in connection with:

(a) any breach by the Client of this Agreement;
(b) any act or omission of the Client or its officers, employees, or agents in connection with this Agreement or the Services; or
(c) the use of materials, documents, data, or information provided by the Client to the Service Provider or the Dedicated Team Member for the purpose of providing the Services.

10.4 Insurance

(a) Each Party shall, at its own cost and expense, obtain and maintain appropriate insurance coverage for its own business operations throughout the Term.
(b) The Client shall obtain and maintain insurance coverage appropriate for its business that specifically covers potential losses, errors, or omissions related to the work performed by the Dedicated Team Member, including:
- (i) professional indemnity insurance;
- (ii) cyber liability insurance;
- (iii) business insurance covering errors and omissions; and
- (iv) any other insurance reasonably necessary to cover potential liabilities arising from the Dedicated Team Member’s activities.
(c) The Client acknowledges that the Service Provider does not maintain insurance coverage for errors, omissions, or losses resulting from the Dedicated Team Member’s work when performed according to the Client’s instructions or within the Client’s business systems and processes.
(d) Upon request, each Party shall provide to the other Party certificates of insurance evidencing the coverage required by this clause.

11. TERMINATION

11.1 Termination for Convenience

(a) If this Agreement is a Monthly Subscription Agreement, the Client may terminate this Agreement for convenience by giving the Service Provider at least thirty (30) days’ written notice.
(b) If this Agreement is an Annual Subscription Agreement, the Client may not terminate this Agreement for convenience before the end of the initial 12-month term (subject to clause 11.4 below). After the initial term, the Client may terminate by giving at least thirty (30) days’ written notice.

11.2 Early Termination (After Satisfaction Guarantee Period)

(a) After the Satisfaction Guarantee Period has expired, the Client may request early termination of an Annual Subscription Agreement (prior to completing the 12-month term) in writing. Early termination requests must be approved by the Service Provider’s General Manager or Company Director and will only be approved in exceptional circumstances, at the Service Provider’s sole discretion.
(b) If the Service Provider approves an early termination request, the Client agrees to pay an Early Termination Fee calculated as fifty percent (50%) of the Monthly Service Fee for each remaining month in the 12-month term.
(c) If the Service Provider declines the early termination request, the Client must pay the remaining balance of the contract either in full or in instalments, with the final payment due at the 12-month anniversary.

11.3 Termination for Cause

Either Party may terminate this Agreement immediately by giving written notice to the other Party if the other Party:

(a) commits a material breach of this Agreement which is not remedied within 14 days after receipt of a written notice requiring the breach to be remedied;
(b) commits a material breach of this Agreement that is not capable of being remedied; or
(c) suffers an Insolvency Event.

11.4 Satisfaction Guarantee Period

(a) During the Satisfaction Guarantee Period (the first three (3) months from the Commencement Date), the Client may terminate this Agreement by giving the Service Provider at least thirty (30) days’ written notice, with such termination to take effect no earlier than the conclusion of the third month.
(b) If the Client terminates the Agreement during the Satisfaction Guarantee Period in accordance with clause 11.4(a): (i) the Client shall pay for all Services rendered up to the date of termination; (ii) the Client shall not be liable for any further Service Fees that would otherwise be payable for the remainder of the initial 12-month term; and (iii) the Client shall not be required to pay any Early Termination Fee or other penalties.
(c) If the Client does not terminate within the Satisfaction Guarantee Period, the Client acknowledges and agrees that the Agreement shall continue for the full twelve (12) month term from the original Commencement Date.
(d) The Satisfaction Guarantee Period applies only once per Client and cannot be reactivated for subsequent renewals or extensions of the Agreement.

11.5 Effect of Termination

Upon termination or expiry of this Agreement:

(a) the Client must pay to the Service Provider:
- (i) all outstanding Service Fees and other amounts due under this Agreement; and
- (ii) where the Agreement is terminated by the Client under clause 11.1 or clause 11.2, any Early Termination Fee or other costs reasonably incurred by the Service Provider as a direct result of early termination;
(b) each Party must return to the other Party all Confidential Information and other property of the other Party in its possession or control;
(c) the Service Provider must provide reasonable assistance to the Client to facilitate an orderly transition of the Services; and
(d) the rights and obligations of the Parties under this Agreement which by their nature are intended to survive termination will continue to apply, including under clauses 6.5, 8, 9, 10, and this clause 11.5.

12. FORCE MAJEURE

12.1 Force Majeure Event

(a) A Party is not liable for any failure to perform, or delay in performing, its obligations under this Agreement (other than an obligation to pay money) if that failure or delay is due to a Force Majeure Event.
(b) A Party affected by a Force Majeure Event must:
- (i) promptly notify the other Party of the Force Majeure Event and its effect or likely effect; and
- (ii) use reasonable endeavours to mitigate the effect of the Force Majeure Event and to resume performance as soon as reasonably possible.
(c) If a Force Majeure Event prevents a Party from performing a material obligation under this Agreement for a period exceeding 30 consecutive days, either Party may terminate this Agreement by giving written notice to the other Party.

13. DISPUTE RESOLUTION

13.1 Dispute Resolution Procedure

(a) If a dispute arises between the Parties in connection with this Agreement or the Services, either Party may give written notice to the other Party setting out the nature of the dispute (Notice of Dispute).
(b) Within 14 days after receipt of a Notice of Dispute, a senior representative from each Party must meet and use reasonable endeavours to resolve the dispute.
(c) If the dispute is not resolved under clause 13.1(b), either Party may refer the dispute to mediation conducted by a mediator agreed by the Parties or, if the Parties cannot agree within 7 days, appointed by the Australian Disputes Centre (ADC) or equivalent Australian mediation body.
(d) If the dispute is not resolved within 30 days after referral to mediation, either Party may commence legal proceedings in relation to the dispute.
(e) The Parties irrevocably submit to the exclusive jurisdiction of the courts of Western Australia (and courts competent to hear appeals from those courts) for all disputes arising out of or in connection with this Agreement.
(f) This Agreement is governed by the laws of Western Australia and the Commonwealth of Australia, without regard to conflict of law principles.

13.2 Continuation of Performance

Despite the existence of a dispute, each Party must continue to perform its obligations under this Agreement, unless those obligations are the subject of the dispute.

13.3 Urgent Relief

Nothing in this clause 13 prevents a Party from seeking urgent interlocutory relief from a court of competent jurisdiction.

14. GENERAL

14.1 Notices

(a) A notice, demand, consent, approval, or communication under this Agreement (Notice) must be in writing, in English, and signed by an authorised representative of the sender.
(b) A Notice may be given by personal delivery, post, email, or other electronic means agreed between the Parties.
(c) A Notice is deemed to be received:
- (i) if delivered by hand, when delivered;
- (ii) if sent by post within Australia, on the third Business Day after posting;
- (iii) if sent by post internationally, on the seventh Business Day after posting; and
- (iv) if sent by email or other electronic means, when the sender receives confirmation of receipt or when the recipient acknowledges receipt, whichever occurs first.

14.2 Entire Agreement

This Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all previous agreements, understandings, and negotiations on that subject matter.

14.3 Amendment

This Agreement may only be amended by a written document signed by both Parties, subject to clause 14.11.

14.4 Assignment and Subcontracting

(a) The Client must not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Service Provider.
(b) The Service Provider may:
- (i) assign or transfer any of its rights or obligations under this Agreement to any person without the consent of the Client; and
- (ii) subcontract the performance of any of its obligations under this Agreement to any person (including a Dedicated Team Member) without the consent of the Client.

14.5 Waiver

(a) A waiver of a right, remedy, or power must be in writing and signed by the Party giving the waiver.
(b) A failure or delay in exercising a right, remedy, or power does not operate as a waiver of that right, remedy, or power.

14.6 Severability

If any provision of this Agreement is void, invalid, illegal, or unenforceable, then that provision is severed from this Agreement and the remaining provisions remain in force.

14.7 Relationship of Parties

(a) The relationship between the Parties is that of independent contractors.
(b) Nothing in this Agreement creates a relationship of employment, partnership, agency, or joint venture between the Parties.
(c) Neither Party has authority to bind the other Party or to incur any obligation on behalf of the other Party.

14.8 Governing Law and Jurisdiction

(a) This Agreement is governed by the laws of Western Australia and the Commonwealth of Australia.
(b) Each Party submits to the exclusive jurisdiction of the courts of Western Australia and courts competent to hear appeals from those courts.

14.9 Counterparts

This Agreement may be executed in any number of counterparts, each of which is an original and all of which together constitute one and the same document.

14.10 Further Assurance

Each Party must do all things and execute all further documents necessary to give full effect to this Agreement.

14.11 Amendment of Terms and Conditions

(a) The Service Provider may amend these Terms and Conditions from time to time by giving the Client at least 30 days’ written notice by email to the Client’s designated email address.
(b) Such amendments will take effect on the date specified in the notice, which shall not be less than 30 days from the date of the notice.
(c) For reasonable changes that do not materially impact pricing or service delivery, the Client’s continued use of the Services after the effective date constitutes acceptance of the amended Terms and Conditions.
(d) Any material changes that impact pricing (other than CPI increases or exchange rate fluctuations) or service delivery will require the Client’s express written agreement to become effective.
(e) If the Client does not respond to a notice regarding material changes within 14 days of receiving such notice, the Client will be deemed to have accepted the changes.