Workspaceco Trial Services Terms and Conditions

Workspaceco Outsourcing Services Terms and Conditions

Effective Date: July 1, 2025

Part 2 – General Terms and Conditions

1. DEFINITIONS

Additional Services Hourly Rate
Means at the Commencement Date, the amount specified in item 9 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 the city of London, United Kingdom.
Claim
Means, in relation to a Party, any demand, claim, action, or proceeding, made or brought by or against the Party, however so arising and 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 as 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) The refinement or improvement to the Intellectual Property Rights of the Client made after the date of this Agreement.
Client’s Representative
Means the person authorized 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 the 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 this Agreement, including relating to the negotiations in relation to this Agreement;
- (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 or associated rights, customer lists, products, prices, fees, costs, technology, inventions, trade secrets, know-how, software, marketing methods, plans, personnel, suppliers, competitors, markets, or other specialized information or proprietary matters;
- (d) That is disclosed by a Party and is marked as being 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, organizational and physical safeguards designed to prevent unauthorized access to or disclosure of data, including the use of 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 but not limited to 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.
End Date
Means the date specified in item 3 of the Contract Particulars.
Excluded Information
Means information that:
- (a) Is in or enters the public domain other than by reason of a breach of this Agreement;
- (b) Is lawfully obtained by the receiving Party from another person without restriction as to use or disclosure; or
- (c) Was in the receiving Party’s possession prior to receipt from the disclosing Party.
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 which is not covered by paragraph (a) of this definition. 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, by exercise of reasonable diligence and precautions, could not have been prevented or reasonably foreseen by that Party, including any:
- (a) Act of God, unusually severe weather, earthquake, fire, subsidence, landslide, mudslide, wash-out, explosion, or natural disaster;
- (b) Terrorism, insurrection, revolution, civil disorder, act of public enemies, malicious damage, sabotage, vandalism, war (whether declared or undeclared) or a military operation, blockade, or riot;
- (c) Industrial dispute of any kind, strike, lock-out, ban, limitation, or other industrial disturbances;
- (d) Pandemic, epidemic, or public health emergency;
- (e) Cyber attack, data breach, or other significant information technology disruption; or
- (f) Power outages, internet service disruptions, or telecommunications failures that are widespread in nature.
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 (Relevant Party):
- (a) A receiver, receiver and manager, controller (as defined in the Companies Act 2006), administrator, liquidator, provisional liquidator, or similar officer is appointed to the Relevant Party or any of its assets;
- (b) An application is made to a court for an order to appoint a person described in paragraph (a) of this definition and that application is not permanently stayed, withdrawn, or dismissed within 21 days;
- (c) The Relevant Party enters into, or resolves to enter into, a deed of company arrangement, scheme of arrangement, compromise, or composition with any class of creditors;
- (d) A resolution is passed or an application to a court is taken or an order is made for the winding up, dissolution, official management, or administration of the Relevant Party;
- (e) The Relevant Party ceases to (or is unable to) pay its creditors (or any class of them) in the ordinary course of business, or announces its intention not to pay its creditors;
- (f) The Relevant Party commits an act of bankruptcy as defined under Insolvency Act 1986 or is declared bankrupt;
- (g) The Relevant Party enters into a personal insolvency arrangement or a debt agreement under Insolvency Act 1986;
- (h) The making by the Relevant Party of an assignment or attempted assignment for the benefit of its creditors;
- (i) Any enforcement process (as defined under the Companies Act 2006) is taken against or in relation to a substantial portion of the assets of the Relevant Party and is not satisfied or withdrawn within 21 days; or
- (j) Anything having a substantially similar effect to any of the events specified in paragraphs (a) to (i) of this definition happens under the Law of any applicable jurisdiction.
Intellectual Property Rights
Means all intellectual property rights throughout the world, whether:
- (a) Registered, unregistered, or registrable;
- (b) Now existing or that come into existence in the future; or
- (c) Stored or incorporated in any medium of any nature, Including:
- (d) Any patent, trademark, copyright (including future copyright), moral right, design, plant breeder’s rights, circuit layout rights, or any other corresponding property or right under the Laws of any jurisdiction;
- (e) Rights in respect of an invention, discovery, trade secret, know-how, concept, idea, methodology, information (including, where applicable, Confidential Information), data, algorithm, formula, source code, machine learning models, artificial intelligence systems, or blockchain technology;
- (f) Any right to apply for grant or registration of intellectual property or intellectual property rights; and
- (g) All renewals and extensions and all similar or equivalent rights or forms of protection in relation to intellectual property or intellectual property rights.
Law
Means any of the following, in any jurisdiction relevant to the acquisition or supply of the Services:
- (a) Legislative requirement;
- (b) Common law;
- (c) Mandatory codes, standards, and guidelines;
- (d) Writ, order, injunction, or judgment;
- (e) Digital and electronic transaction laws, cybersecurity regulations, and data protection requirements;
- (f) Regulatory requirement of any Government Agency having jurisdiction over the Parties or the Services, whether formal or informal, no matter how expressed, including by way of order, notice, determination, or direction; and
- (g) Local government legislation, including regional plans, district plans, regulations, by-laws, declarations, ministerial directions, and other subordinate legislation.
Loss
Means any of the following, whether it arises under contract, tort, or otherwise and directly or indirectly:
- (a) Damage or loss, including direct or consequential loss, economic loss, or loss of profits; or
- (b) Liability, compensation, cost, charge, expense, or other obligation, including:
  - (i) The cost of defending or settling a claim; and
  - (ii) Legal fees on a solicitor-client basis.
Monthly Subscription Agreement
Has the meaning given to it in clause 2.4.
Onboarding Fee
Means the amount specified in item 7 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 but not limited to training, setup, and integration of systems, which may be delivered in-person or via Digital Channels.
Personal Information
Has the meaning as defined in the UK Data Protection Act 2018, the General Data Protection Regulation (UK GDPR), and any applicable Privacy Law, including information that identifies or could reasonably identify a natural person.
Privacy Law
Means any legislation or administrative requirement (as amended from time to time) imposing an obligation in relation to the collection, use, disclosure, storage, and transmission of personal information which is applicable to a party in the performance of its obligations under this Agreement, including the UK Data Protection Act 2018, the UK General Data Protection Regulation (UK GDPR), and other applicable data protection and privacy legislation in force from time to time.
Processor
Has the meaning given to it in the UK GDPR (and related terms such as “process” shall have corresponding meanings).
Restraint Period
Means the Term and:
- (a) 12 months from the termination or expiry of this Agreement;
- (b) 6 months from the termination or expiry of this Agreement;
- (c) 3 months from the termination or expiry of this Agreement.
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.
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 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 8 and the Contract Particulars.
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) The refinement or improvement to the Intellectual Property Rights of the Service Provider made after the date of this Agreement.
Invoice
Means a list of the goods sent or services provided, with a statement of the sum due for these; a bill. This includes electronic invoices and those delivered via digital payment platforms.
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, utilizing digital collaboration tools, cloud-based systems, and secure communication platforms.
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.
Replacement Discount
Means the discount of 25% applied to the Client’s invoice following the replacement of a Dedicated Team Member.
Special Condition
Means any special condition set out in item 12 of 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 to this Agreement;
(e) The words “includes” and “including” are not words of limitation and do not restrict the interpretation of a word or phrase in this Agreement;
(f) A reference to a document includes a variation or replacement of that document;
(g) A reference to a statute includes its subordinate legislation, proclamations, ordinances, and a modification, replacement, or re-enactment of the same;
(h) A reference to this Agreement includes an annexure or schedule to this Agreement;
(i) A reference to a person includes a reference to:
- (i) An individual, a body corporate, a trust, a partnership, a joint venture, an unincorporated body, or other entity, whether or not it is a separate legal entity;
- (ii) If the person is an individual, the person’s personal representatives and assigns; and
- (iii) If the person is not an individual, the person’s successors and assigns;
(j) A reference to a thing, including a right, is a reference to either the whole thing or a part of the thing;
(k) Part performance of an obligation does not constitute performance of an obligation;
(l) An agreement, representation, or term of this Agreement in favor of or on the part of two or more people benefits or binds them jointly and severally;
(m) A reference to currency is the currency that the client is billed in by the Service Provider as specified in the Contract Particulars;
(n) A reference to time is to London Standard Time in London, United Kingdom;
(o) If the date on which an act, matter, or thing must be done or take place is not a Business Day, then that act, matter, or thing must be done or take place on the next Business Day;
(p) A reference to a day is a reference to the period, which starts at midnight and ends 24 hours later;
(q) If a period of time runs from a given date, act, or event, then the time is calculated exclusive of the date, act, or event;
(r) A provision of this Agreement must not be construed adversely to a Party solely on the ground that the Party was responsible for the preparation of this Agreement or that provision;
(s) A reference to “writing” or “written” includes any electronic transmission or communication by facsimile;
(t) A reference to a right includes a benefit, remedy, discretion, or power;
(u) The phrase “in relation to” has the widest possible import and encompasses the phrases “in connection with”, “in respect of”, “arising out of”, and “resulting from”;
(v) A reference to a document or agreement includes electronic versions of that document;
(w) A reference to writing or written includes emails and other electronic communications;
(x) A reference to signature includes electronic signatures compliant with the UK Electronic Identification and Trust Services for Electronic Transactions Regulations 2016 and other applicable electronic signature laws in the Client’s jurisdiction.

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 Agreement is a Monthly Agreement. If this Agreement is a Monthly Subscription Agreement, then subject to and in accordance with clause 14.1(a), the Client will have a right to terminate this Agreement for convenience by giving 1 month’s notice.
(b) This Agreement is an Annual Subscription Agreement if the Contract Particulars indicate that this Agreement is an Annual Subscription Agreement. If this Agreement is an Annual Subscription Agreement, then the Client will not be entitled to terminate this Agreement under clause 14.1(b) until after the End Date.
(c) If the Contract Particulars do not indicate whether this is a Monthly Subscription Agreement or an Annual Subscription Agreement, then this Agreement will be an Annual Subscription Agreement.
(d) The Services under this Agreement may be delivered through digital means, including virtual meetings, electronic communications, and online collaboration tools.
(e) Unless otherwise specified in the Contract Particulars, this Agreement shall be a standard 12-month agreement that automatically renews unless switched to a Monthly Subscription Agreement by the Client in accordance with clause 14.1.

2.5 Terminology Transition

(a) Effective July 1, 2025, the Service Provider has transitioned from referring to personnel as “Virtual Assistants” to “Dedicated Team Members” to better reflect the professional employment relationship and integrated service model.

(b) For the purposes of this Agreement: (i) Any reference to “Virtual Assistant” in this Agreement shall be deemed to include and mean “Dedicated Team Member”; (ii) Any reference to “Dedicated Team Member” in this Agreement shall be deemed to include and mean “Virtual Assistant”; and (iii) Both terms refer to the same personnel and service arrangements, with no change to the substance of the services provided or the contractual relationship between the parties.

(c) This terminology change does not alter any rights, obligations, or responsibilities of either party under this Agreement, and all clauses referring to Virtual Assistants apply equally to Dedicated Team Members.

(d) Where this Agreement was entered into prior to July 1, 2025, the Client acknowledges and agrees that the transition in terminology from Virtual Assistant to Dedicated Team Member reflects an enhancement in service delivery standards and professional employment practices, without modifying the essential nature of the services provided.

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, utilizing 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 to provide the Services after the end of the Term, the continuing engagement will be on the terms and conditions set out in this Agreement, except the Agreement will continue as if it were a Monthly Subscription Agreement, subject to termination in accordance with clause 14 of this Agreement.
In the case of an Annual Subscription Agreement, upon expiration of the initial 12-month term, this Agreement shall automatically renew for an additional six-month period. Subsequent renewals shall continue for six-month periods unless terminated by either party in accordance with the termination clause outlined in this Agreement. The standard notice period for termination of the contract shall apply for the end of the contract. Renewal notifications may be sent electronically to the Client’s designated email address.
For Annual Subscription Agreements, the Service Provider will provide written notice to the Client’s designated email address at least 45 days prior to the End Date, reminding the Client of the upcoming automatic renewal as specified in clause 4(c). 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. If the Client does not wish to renew the Agreement, the Client must provide written notice of termination in accordance with clause 11.1. Failure by the Service Provider to provide the renewal notice does not prevent the automatic renewal of this Agreement, 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 and Onboarding Services to the standard of professional care, skill, expertise, judgment, and diligence expected of a competent professional experienced in providing services which are similar to the Services, utilizing current technology and best practices in the virtual assistance industry.
(c) During the Term, the parties may agree to vary the Services or the Service Fees, including if the Service Provider agrees to provide the Additional Services at the Client’s request.
(d) Workspaceco provides high-quality Dedicated Team Members who align with your skill requirements and values through our robust recruitment systems, which include comprehensive assessments, interviews, and background checks. We take the time to understand your business, carefully vetting, qualifying, and evaluating our Dedicated Team Members to ensure we find the best fit for your team, contributing to the growth and success of your business.
(e) Workspaceco offers a two-week training program designed to provide Dedicated Team Members with a solid foundation customized based on the tasks, applications, and profile outlined in their job descriptions. This training equips them with an understanding of the essential attributes needed to be a successful and reliable virtual team member and includes basic bookkeeping, systems and process writing, project management, and learning the client’s applications and tools. Additionally, shadowing sessions with professionals in similar roles may be provided. This approach ensures a clear head start and a strong onboarding experience, enabling them to become valued contributors to your business.
(f) Workspaceco fosters a supportive and nurturing community for both Clients and Dedicated Team Members, dedicated to building successful and accountable relationships. Our community provides Dedicated Team Members with guidance and a sense of belonging through performance evaluations and coaching, upskilling sessions, webinars, and events. These opportunities empower them to acquire new skills and enhance collaboration with clients, thereby increasing the value of the services we provide.
(g) Workspaceco actively monitors the productivity and hours of Dedicated Team Members, initiating coaching and decision-making processes to enhance work efficiency and achieve desired client outcomes. In the event of performance issues, Workspaceco promptly conducts a fact-based investigation, focusing on controllable factors, and implements reasonable corrective actions to address and resolve them.
(h) Workspaceco does not assume responsibility for the direct management, supervision, and training for Dedicated Team Members in the actual work within the client’s organization; this is the client’s responsibility to integrate them into their business.
(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 or bond formed between the client and the Dedicated Team Member.
(j) Workspaceco is not liable for results or errors arising from the client’s supervision.
(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, use of strong passwords, multi-factor authentication, and recognition of phishing attempts or other security threats.
(m) The Service Provider acknowledges that exchange rate fluctuations between the Client Currency (GBP, 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 Dedicated Team Members to the Client specified in item 5 of the Contract Particulars, for the purpose of providing the Services;
- (ii) May, by giving reasonable notice to the Client, change the Dedicated Team Member that has been assigned to the Client;
- (iii) Must take all reasonable steps to ensure that the Dedicated Team Member:
  - (A) Has reliable high-speed internet at their place of work, provided and maintained at the Service Provider’s cost, at minimum suitable for video conferencing, web browsing, and cloud-based applications, as well as a reasonable level of Microsoft Office proficiency, digital collaboration tool competency, and general computer skills necessary to perform the Services;
  - (B) Has reasonable English language skill necessary to perform the Services; and
  - (C) Generally, has sufficient skills, qualifications, and experience necessary to perform the Services as required under this Agreement; and
- (iv) Must take all reasonable steps to ensure that 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 international time zones to accommodate the Client’s operating hours. Any necessary changes to working hours shall be agreed upon in writing between the Parties.
(e) Each Dedicated Team Member is entitled to a total of 10 days annual leave and 5 days paid personal leave per calendar year. The annual leave entitlement is structured as follows:
- (i) 5 days of mandatory annual leave during the Christmas/New Year period (between December 25 and January 1); and
- (ii) 5 days of discretionary annual leave to be used at other times during the year, subject to proper filing and approval from the Client.
(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 Saint’s Day, Christmas Eve, New Year’s Eve, Maundy Thursday, and Labor Day (May 1); 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, the Dedicated Team Member is entitled to one (1) paid 15-minute break;
- (ii) For shifts of more than 5.5 hours but less than 8 hours, the Dedicated Team Member is entitled to one (1) paid 15-minute break and one (1) unpaid 1-hour lunch break; and
- (iii) For shifts of 8 hours, the Dedicated Team Member is entitled to 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;
- (iv) The scheduling of these 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, which shall include 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 as specified in the Contract Particulars.
(c) The Onboarding Fee is payable within 7 days of the Client receiving an Invoice for the Onboarding Fee.

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 competency, qualifications, suitability, and criminal history of a Dedicated Team Member, but does not take any responsibility for any matters not detected in these checks or any fraudulent or misleading representations made by the Dedicated Team Member in this regard;
(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 and satisfy itself regarding all services which are the subject of this Agreement and that prior to entering into this Agreement it has availed itself of that opportunity; and
(e) Subject to clause 5.2(b)(iii), the Client has not relied on the skill or judgment of the Service Provider prior to entering into this Agreement and that it would be unreasonable for the Client to rely on any such skill or judgment.

6. CLIENT’S OBLIGATIONS

6.1 General

The Client must:

(a) Provide the Service Provider with the information and documents that the Service Provider requires to perform the Services, including templates or examples for all Service Documents that the Client requires be prepared or amended;
(b) Comply with all reasonable directions issued by the Service Provider or the Dedicated Team Member where such directions relate to the Service Provider or the Dedicated Team Member’s 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 licenses, digital tools, and online platforms to which the Dedicated Team Member requires access are properly licensed for such use 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) from a third-party internet service provider to enable the Client to communicate with the Service Provider and the Dedicated Team Member, 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 and expenses that the Client incurs while using the Dedicated Team Member;
(ii) Any additional costs incurred by the Dedicated Team Member in relation to transferring large files or using significant amounts of internet data at the Client’s request, including but not limited to videos, photos, large documents, or other media files; and
(iii) Providing appropriate file sharing and storage solutions for regularly transferring large files if required by the nature of the Services.
The Service Provider is not liable for any such data, internet usage, or file transfer costs and expenses.
(c) The computer programs, software, applications, and digital platforms provided by the Service Provider for the purposes of performing the Services may enable access to other applications, third-party services, and websites, the use of which may require internet access. The Client agrees to use these third-party services at the Client’s sole risk and, to the extent permitted by law, the Service Provider is not liable for any Loss to the Client.

6.4 Consent to Data and Privacy

(a) The Service Provider may store all documents, records, and other information provided by the Client or created by the Service Provider (including by the Dedicated Team Member) in relation to the Services (Contract Information) for up to 7 years from the date that 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, including but not limited to technical information about the Client’s system and application software that is gathered periodically to facilitate the provision of Services to the Client.
(c) Each Party must at all times comply with all applicable Privacy Laws in relation to this Agreement and the Services, including the UK Data Protection Act 2018, the UK General Data Protection Regulation (UK GDPR), and where applicable, the Australian Privacy Act 1988, the US state privacy laws, and any other relevant data protection legislation in the Client’s jurisdiction.
(d) Without limiting clauses 6.4(a) and (c), where the Client provides or intends to provide confidential material (including 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 to the Service Provider; and
- (ii) For the Service Provider to collect, store, handle, and otherwise deal with such confidential materials 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) Clauses 6.4(a) survive 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 authorized to process the Personal Information have committed themselves to confidentiality;
- (iv) The Service Provider shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk;
- (v) The Service Provider shall assist the Client in ensuring compliance with the obligations under the UK GDPR with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators; and
- (vi) The Service Provider shall delete or return all the Personal Information to the Client after the end of the provision of Services.

6.5 Third-Party Software and Licenses

(a) The Client acknowledges and agrees that it is solely responsible for obtaining, maintaining, and paying for all licenses, 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 for such use and comply with the relevant terms of service or end-user license 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 licenses 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 licenses for third-party software or applications used by the Dedicated Team Member.

6.6 Restraint

(a) The Client must not directly or indirectly do, procure, or engage in any one or more of the following during the Restraint Period without the Service Provider’s prior written consent, such consent to be withheld at the Service Provider’s absolute discretion:
- (i) Solicit, canvass, induce, or encourage any person or entity who is an 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 under a contract for services any person that is an employee or contractor of the Service Provider (including a Dedicated Team Member), or was an employee or contractor of the Service Provider in the 12 months preceding such employment or engagement of that person by the Client;
- (iii) Solicit, canvass, approach any person or entity who is or was a client or customer of the Service Provider, with a view to establishing a relationship with or obtaining the custom of that person or entity in a business which carries on the business of a similar related nature to the business of the Service Provider; or
- (iv) Interfere or seek to interfere, directly or indirectly, with the relationship between the Service Provider and its clients, employees, or contractors (including Dedicated Team Members) in the conduct of the Service Provider’s business.
(b) The Client must not directly or indirectly 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 of this Agreement and for a period of 12 months following termination or expiry of this Agreement.
(c) Liquidated Damages for Direct Hiring
- (1) 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 (Virtual Assistant) or other employee, contractor, or staff member of the Service Provider, the Client agrees to pay the Service Provider liquidated damages as compensation for the loss of that personnel and the associated costs of recruitment, training, and business disruption.
- (ii) The liquidated damages payable under clause 6.6(c)(a) shall be the lesser of: (i) USD $20,000; or (ii) 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) For the purposes of calculating the amount under clause 6.6(c)(b)(ii), the Service Fee shall be calculated based on: (i) The monthly Service Fee payable immediately prior to the breach; or (ii) If the Agreement has been terminated, the monthly Service Fee payable immediately prior to termination.
- (iv) The liquidated damages under this clause are payable in addition to any other remedies available to the Service Provider at law or equity, and do not limit the Service Provider’s right to seek injunctive relief or other equitable remedies.
- (v) The parties acknowledge that the liquidated damages represent a genuine pre-estimate of the loss likely to be suffered by the Service Provider and are reasonable in the circumstances.
- (vi) Payment of the liquidated damages 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 to be 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.
(d) All payments by the Client to the Service Provider under this Agreement must be made by electronic funds transfer to the Service Provider’s nominated bank account or payment method within 7 days of the date of invoice.
(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.
(f) In instances where the first Business Day of each month is a weekend or public holiday, invoices may be issued earlier.

7.2 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 of a Dedicated Team Member and does not apply to subsequent invoices.

7.3 GST/VAT and Other Taxes

(a) Unless expressly stated otherwise, all amounts payable under this Agreement are exclusive of GST, VAT, or equivalent tax.
(b) If GST, VAT, 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 is payable.
(c) If the Client is required by law to withhold or deduct any amount from any payment due to the Service Provider under this Agreement, the Client must:
- (i) Pay to the relevant taxation authority the full amount of the withholding or deduction; and
- (ii) Furnish to the Service Provider an official receipt (or certified copy), or other documentation evidencing payment to such authorities.

7.4 Price Adjustment for Inflation

(a) The Service Provider may adjust the Service Fee annually on July 1st 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 applicable national statistics authority for the preceding 12-month period; or (ii) 3% per annum.

7.5 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.

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 license to use, reproduce, and modify the Client IP solely for the purpose of providing the Services during the Term of this Agreement.

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 license to use and reproduce the Service Provider IP for the purposes of receiving the Services during the Term of this Agreement.

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) For clarity, 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 license during the Term of this Agreement 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 license to use any Service Provider IP that is 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 the disclosure is necessary for the purpose of performing the Party’s obligations under this Agreement; or
- (ii) Where the disclosure is required by Law;
(b) Ensure that the Confidential Information of the other Party is:
- (i) Kept secure and protected from unauthorized access, modification, use, or disclosure;
- (ii) Only used for the purpose for which it was provided; and
- (iii) Not copied, reproduced, or stored in any form except as necessary for the purpose of performing the Party’s obligations under this Agreement;
(c) Promptly notify the other Party if it becomes aware of any actual or suspected unauthorized access to or use of the Confidential Information; and
(d) When requested by the other Party or otherwise required under this Agreement, 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 who was under no obligation of confidentiality in respect of that information; 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 of such provision, 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 the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; or
- (ii) In the case of services, the supplying of the services again or the 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 of this Agreement.

(b) The Client shall, at its own cost and expense, obtain and maintain insurance coverage that is appropriate for its business and that specifically covers potential losses, errors, or omissions related to the work performed by the Dedicated Team Member on the Client’s behalf, including but not limited to:

(i) Professional indemnity insurance;

(ii) Cyber liability insurance;

(iii) Business insurance that covers 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 1 month’s 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. After the initial term, the Client may terminate by giving at least 1 month’s written notice.

11.2 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 from the non-defaulting Party 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.

11.3 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 this Agreement is terminated by the Client under clause 11.1, any 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 to the Client or a third party nominated by the Client; and
(d) The rights and obligations of the Parties under this Agreement which by their nature are intended to survive termination of this Agreement will continue to apply, including under clauses 6.5, 8, 9, 10, and this clause 11.3.

11.4 Satisfaction Guarantee Period

(a) Notwithstanding clause 11.1(b), during the first three (3) months from the Commencement Date (the “Satisfaction Guarantee Period”), the Client may terminate this Agreement by giving the Service Provider at least 14 days’ written notice.
(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 fees or penalties.
(c) For clarity, this Satisfaction Guarantee Period applies only once per Client, and only in the case where they are on a Monthly Subscription agreement and cannot be reactivated for subsequent renewals or extensions of the Agreement.

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 endeavors to mitigate the effect of the Force Majeure Event and to perform its obligations under this Agreement 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 endeavors 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 on a mediator within 7 days, appointed by the London Court of International Arbitration.
(d) If the dispute is not resolved under clause 13.1(c) 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 London, England for all disputes arising out of or in connection with this Agreement.
(f) The governing law of this Agreement shall be the laws of England and Wales, 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 authorized 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 the same country, on the third Business Day after posting;
- (iii) If sent by post to another country, 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.

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 and does not preclude the future exercise 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 of this Agreement 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 England and Wales.
(b) Each Party submits to the non-exclusive jurisdiction of the courts of England and Wales 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 actual changes to the price due to a CPI increase 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.

Contact Us

If you have any questions, concerns or complaints about this, please contact us:

By email: support@workspaceco.com.au
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