Agreement Terms General Terms and Conditions

1. DEFINITIONS

• Add-on Services Fee means the add-on services fees described in the Offer Letter;
• Additional Recruitment and Onboarding Fee means the additional recruitment and onboarding fee described in the Offer Letter;
• Annual Fee means the annual fee described in the Offer Letter;
• Teams By Design team Member means the Teams By Design team Member(s), executive assistant, virtual assistant, virtual executive, personal assistant, team member, described as such in the Offer Letter;
• Teams By Design means the party described at Item 2 of the Schedule;
• Client means the client described as such in the Offer Letter and at Item 1 of the Schedule;
• Commencement Date means the date noted in the proposal agreement;
• Establishment Fee means the establishment fee / set up described in the Offer Letter;
• Expiration Date means the date noted at Item 5 of the Schedule;
• General Terms and Conditions means these general terms and conditions, annexed to the Offer Letter;
• Go Live means the date the virtual assistant commences after training
• Notice Period means 60 days;
• Offer Letter means the offer letter preceding these General Terms and Conditions;
• Outsourced Services Agreement means the Offer Letter and the General Terms and Conditions;
• Party / Parties means the Client and Teams By Design;
• Public Holiday means any day in which your team member has to work on a public holiday in your location
• Security Deposit means the amount held until your team member completes the agreement and can be used to cover any shortfall of final payment or costs as determined by TeamsByDesign.
• Services means the services described in the Offer Letter;
• Term means the term noted at Item 3 of the Schedule;
• we / us / our means Teams By Design;
• you / your means the Client.

 
2. APPLICABILITY

• 2.1. The Outsourced Services Agreement will apply to:
• 2.1.1. all contracts under which Teams By Design is obliged to perform the Services;
• 2.1.2. all contracts arising there from and/or relating thereto between the Client and Teams By Design or their respective legal successors; and
• 2.1.3. all offers and/or proposals made by Teams By Design.
• 2.2. Clauses which depart from the Outsourced Services Agreement shall only apply if and to the extent they are expressly confirmed in writing by Teams By Design to Client.
• 2.3. If any clause in the Outsourced Services Agreement is invalid or is held to be invalid, the remainder of the Outsourced Services Agreement will remain in force to the extent possible and the invalid clause shall be replaced forthwith in consultation between the Parties by a clause which reflects the intent of the original clause as closely as possible.

3. SERVICES

Teams By Design agrees to provide the Services to the Client for the Term in return for the Fees detailed in the investment schedule.
• 3.1 The services to be provided will be determined during the planning session. Future changes to services may be updated to suit the business needs of the client. A reduction in the service does not reduce the fees detailed in the investment schedule.
• 3.2 Contract Terms and Renewal. Minimum Term: 12 months from Go Live date. Automatic Renewal: Contracts automatically renew for 12-month periods unless terminated with proper notice. Notice Requirements: Australian operations: 60 days written notice. UAE operations: 30 days written notice. Extension Periods: 30-day extensions available for commercial term clarification.

4. PERFORMANCE OF THE SERVICES

• 4.1. Teams By Design shall determine in what manner and by which person(s) the Services shall be performed, thereby taking into account, as much as possible, any wishes expressed by the Client.
• 4.2. Teams By Design shall carry out the Services to the best of its ability and with due professional care. Teams By Design does not, however, guarantee the achievement of any intended results.
• 4.3. The Services shall be performed subject to the rules of professional conduct as applicable to the various professional bodies of the employees of Teams By Design. The Client shall respect any and all obligations arising out of these rules for Teams By Design and all persons employed by or working for Teams By Design.
• 4.4. The Client shall not be entitled to rescind the Outsourced Services Agreement if and when an agreed deadline is exceeded, unless:
  • 4.4.1. Teams By Design also fails to perform its contractual obligations within a reasonable period notified to it in writing upon the lapse of the original deadline; and
  • 4.4.2. It is evident that the performance of the Outsourced Services Agreement will be permanently impossible due to gross negligence.

5. EXTENSION OF CONTRACT PERIOD
The Term will automatically be extended as ongoing unless either party has in writing provided notice to terminate. At the time the Term is extended, any variations to this Outsourced Services Agreement or its attachments must be agreed upon and, upon such agreement, will be binding on the Parties and form part of this Outsourced Services Agreement.

6. DUTIES OF Teams By Design

• 6.1. Specific Duties
During the Term Teams By Design will provide the Services to the Client and shall also:
• 6.1.1. Specific Duties
• 6.1.2. comply with all laws and statutes which may from time to time regulate the operation of this Outsourced Services Agreement and/or the Services provided by Teams By Design; and
• 6.1.1. use its own skill and judgment in relation to the performance and delivery of the Services.
• 6.2. General Duties
In the discharge of the Services Teams By Design will:
• 6.2.1. at all times act with due care and skill as contracted to the Client with a view to advancing, developing and improving the Client’s business; and
• 6.2.2. be available to provide the Services at such reasonable times as may be agreed between Teams By Design and the Client to meet the needs of the Client.

7. DUTIES OF CLIENT

• 7.1. During the Term the Client will:
• 7.1.1. supply Teams By Design with all requested data and information in the form and manner indicated by Teams By Design. Any additional costs incurred due to the failure of the Client to promptly and properly supply the requested data or information promptly and properly, shall be borne by the Client;
• 7.1.2. inform Teams By Design forthwith of any facts and circumstances which may be of importance with regard to the performance of the Services;
• 7.1.3. provide Teams By Design with access to all necessary information in relation to the Client’s business as Teams By Design may reasonably require enabling Teams By Design to deliver the Services;
• 7.1.4. upon receiving invoices from Teams By Design, pay Teams By Design by direct deposit as agreed between the Client and Teams By Design;
• 7.1.5. provide sufficient information and guidance to Teams By Design in order for the Teams By Design team Member to properly provide the Services;
• 7.1.6. provide relevant instruction and guidance to the Teams By Design team Member to ensure that the Teams By Design team Member is sufficiently able to carry out the Services as required by the Client; and
• 7.1.7. Provide any videos and training manuals for all topics (if available).
• 7.1.8. Provide training to the team member on all their work flows and processes in order to fulful each task with competence.
• 7.1.9. not ask Teams By Design to perform duties in violation of Philippine, Australia, UK, NZ Laws.
• 7.1.10. Pay for any and all costs related to software, licencing, subscriptions including transfer to other devices, regardless of ownership of the equipment.
• 7.2. The Client warrants the accuracy, completeness and reliability of the data and information supplied by it or on its behalf to Teams By Design in accordance with clause 7.1.
• 7.3. Teams By Design will only be obliged to perform or to continue to perform Services if and when the Client has performed the duties at clause 7.1.

8. MUTUAL DUTIES During the Term Teams By Design and the Client will:

• 8.1. refrain from acting, or being seen to act in conflict with the interests of the other; and
• 8.2. act in good faith and otherwise in accordance with the terms outlined in this Outsourced Services Agreement.

9. FEES

• 9.1. During the Term and in consideration for Teams By Design’s performance of the Services, the Client will pay the following fees to Teams By Design:
• 9.1.1. the Annual Fee; (if applicable)
• 9.1.2. the Add-on Services Fee (if applicable);
• 9.1.3. the Establishment Fee;
• 9.1.4. the Security Deposit
• 9.1.5. the Additional Recruitment and Onboarding Fee (if applicable); and
• 9.1.6. the Team Member and TeamsByDesign payment each month
• 9.1.7. the Account Manager fee (if applicable)
• 9.1.8. all other costs incurred by Teams By Design in performing the Services in accordance with Teams By Design’s usual rates, methods of calculation and working methods as per investment schedule.
• 9.2. During the Term, Teams By Design may request and increase in the fees described at clause 9.1 as a consequence of an increases in costs incurred by Teams By Design in providing the Services.
• 9.3. If any payment due under this Outsourced Services Agreement is subject to GST/VAT (or other local taxes), the Client must pay to Teams By Design an additional amount equal to the GST/VAT component on that taxable supply. Such additional amount is payable at the same time as the Fees.

10. PAYMENT

• 10.1. Payment of the fees pursuant to clause 9.1 will be made, without any deduction, discount or set-off, by direct debit credit card, deposit in or transfer to the bank account (by approval from Teams By Design) stated on the Teams By Design invoice, within seven (7) days of the Teams By Design invoice date, failing which Client will be in default.
• 10.2. All extrajudicial costs incurred by Teams By Design in connection with the collection of any amounts owed by the Client will be borne by the Client.
• 10.3. All costs incurred by Teams By Design in connection with legal proceedings against Client shall be borne by the Client, also insofar as these costs exceed the legal costs awarded, unless Teams By Design as the unsuccessful party is ordered to pay the legal costs.
• 10.4. Teams By Design reserves the right to request the Client to provide for full or partial payment in advance and/or to provide security even during the performance of an assignment, if the financial position or the payment behaviour of the Client so warrants in the opinion of Teams By Design, failing which Teams By Design will be entitled to suspend the performance of its obligations.

11. RELATIONSHIP
The Parties expressly acknowledge and agree that:

• 11.1. Teams By Design is an independent contractor and not an employee of the Client, but appointed by the Client to provide the Services to the Client;
• 11.2. Teams By Design has and will continue to undertake and perform work and services for clients other than the Client during the Term;
• 11.3. Teams By Design will be solely responsible for and solely bear:
• 11.3.1. the payment of remuneration to the Teams By Design TeamMember and Teams By Design’s servants, agents and contractors including salaries and wages, annual leave, sick leave, long service leave and all other benefits to which any of them may be entitled any contract of service with the Contractor or any other awards, statute or common law;
• 11.3.2. the payment of all taxes and duties in respect of that remuneration and benefits;
• 11.3.3. maintenance of and the cost in respect of the maintenance of adequate insurance in respect of worker's compensation and all other risks appropriate to the duties of the Teams By Design team Member and Teams By Design’s servants, agents and contractors, if applicable; and
• 11.3.4. the cost and expenses incurred in performing its Services, including but not limited to telephone, mobile phone, facsimile costs and maintenance costs except as otherwise provided for in this Outsourced Services Agreement.

12. RESTRAINT
At all times during and after the Term, the Client will not set up or be engaged in private business or undertake any venture or employment in direct competition with the business of Teams By Design using knowledge or material gained during the course of its engagement under this Outsourced Services Agreement.

13. NON-SOLICITATION
The Client and Teams By Design agree that, during the Term of and for a period of four (4) years following the Expiration Date or termination of this Outsourced Services Agreement, neither will, directly or indirectly, solicit an employee of the other who was in any way involved in the execution of the Services hereunder, without prior written consent of such other Party. An advertisement in the general media shall not be a violation of this provision.

• 13.1. The client will not accept or allow, the virtual executive suppling, recommending or enticing any team member outside of Teams By Design to work directly with you, unless it has directly been approved by us.

14. CONFIDENTIALITY

• 14.1. Teams By Design shall not disclose data and information supplied by or on behalf of the Client to third parties who are not involved in the performance of the Services. This obligation shall not apply insofar as Teams By Design has a legal or professional obligation to disclose such information or the Client has released Teams By Design from its obligation of confidentiality.
• 14.2. In the event that Teams By Design, or one of its directors, employees or contractors, is acting on its own behalf in disciplinary, civil or criminal proceedings, it shall be entitled to use the data and information supplied by or on behalf of the Client as well as any other data and information which have come to Teams By Design’s notice in the course of the Services provided pursuant to the Outsourced Services Agreement, provided such use may be of interest in Teams By Design’s reasonable opinion.
• 14.3. Without the express prior written permission of Teams By Design, the Client will not disclose or make available to third parties in any other way, any report, advice, opinions of or other statements made by Teams By Design, whether or not in writing, unless
• 14.3.1. such action arises directly from the Outsourced Services Agreement or is effected to obtain an expert opinion on the work performed by Teams By Design; or
• 14.3.2. the Client has a legal or professional obligation to disclose the data concerned; or
• 14.3.2. The Client, or any of its directors or employees, is acting on its own behalf in disciplinary, civil or criminal proceedings.

15. LIMITATION OF LIABILITY; DISCLAIMER

• 15.1. Except for damages of a third party which are implicated by clause 12, neither the Client nor Teams By Design will be liable to the other Party or to any third party, for:
• 15.1.1. any lost profits; any loss of business;
• 15.1.2. any cost of replacement services;
• 15.1.3. or any indirect, consequential, incidental or special losses or damages of any kind or nature whatsoever, howsoever caused.
• 15.2. Further, except for actual damages arising out of:
• 15.2.1. a breach of a party’s confidentiality obligations; or
• 15.2.2. a party’s misuse or misappropriation of the other party’s proprietary systems (software of otherwise); or
• 15.2.3. damages arising out of any claims for indemnification for third party claims, the sole and exclusive remedy of the Client and of Teams By Design for any claim, loss or damages in any way related to, or arising out of, this Outsourced Services Agreement or any services provided or anticipated to be provided will be limited to such Party’s actual, direct damages. Provided, however, that the aggregate amount of all such actual, direct damages that arise out of, or related to, any and all events and occurrences shall not, under any circumstance, exceed the total value of this Outsourced Services Agreement.
• 15.3. The limitations expressed in clause 15.2 will not apply to or limit the Client’s liability for any claims for payment of the full amount of invoices that might be due to Teams By Design in accordance with the Outsourced Services Agreement.
• 15.4. Further, the limitations expressed in clause 15.2 will not preclude either Party from seeking injunctive relief, except for a claim for indemnification.
• 15.5. Any cause of action or claim brought by either Party against the other Party for breach of this Outsourced Services Agreement, for tortious conduct or for any other cause or claim, must be commenced within two (2) years after such cause or claim has accrued or shall thereafter be completely and forever barred.
• 15.6. Teams By Design disclaims all warranties, expressed or implied, including, without limitation, the implied warranties of merchantability and fitness for a particular purpose with respect to its Services.

16. OWNERSHIP OF INTELLECTUAL PROPERTY
The Parties acknowledge and agree that the material created, and the results of any work undertaken or services provided for the Client by Teams By Design belongs to the Client once the fees pursuant to clause 9.1 have been paid by the Client to Teams By Design.

17. HOLDING OUT
The Client will not hold itself out as a representative of Teams By Design and will not use Teams By Design's name or intellectual property without the prior written consent of Teams By Design.

18. COMPLAINTS

• 18.1. All complaints, queries and similar matters made by Clients are to be reported to Teams By Design in writing.
• 18.2. Teams By Design must be informed in writing of any complaints concerning work performed by Teams By Design and/or the Teams By Design team Member or fees charged to the Client by Teams By Design, within thirty (30) days of the date of dispatch of the documents or information on which such complaints are based or, in case the Client shall prove that it could not reasonably have discovered the shortcoming earlier, within thirty (30) days after discovery thereof, failing which the Client shall forfeit any and all claims relating thereto.

19. COSTS
Each Party will pay their own costs of and incidental to this Outsourced Services Agreement.

20. GOVERNING LAW
Not withstanding the domicile or residence of any party, this Outsourced Services Agreement shall be governed in all respects by the laws of the State of Victoria, Australia.

21. SEVERANCE
If any provision of this Outsourced Services Agreement shall be or become invalid, illegal or unenforceable, such provision shall so far as possible be read down to give it a valid operation of a partial character, or, if not so possible, shall be severed from the remaining provisions of this Outsourced Services Agreement and such remaining provisions shall not in any way be affected or impaired by the same.

22. HARDWARE
Teams By Design will provide hardware for the client’s Teams By Design Team member, which is leased by the client and paid per month. The client is responsible for providing the Teams By Design Team Member any hardware required

23. OVERTIME
The client agrees to pay any adjustment for over time of based on a “normal day” of 1.5x the base per hour rate payable on the following invoice.

• 23.1. The client agrees to pay any adjustment for over time based on a “public holiday” of 2x the base per hour rate payable on the following invoice.

24. PAYMENT TERMS
The client agrees to pay via direct debit credit card, by the due date of the invoice.

• 24.1. The client will pay a late payment fee of $199 for each failed payment after the payment due date.
• 24.2. The client agrees a penalty interest of 12.5% will be applied to any over due payment invoices and will be back dated to the day first due.

25. COMMENCEMENT & GO LIVE
This agreement is minimum 12 months from the official ‘go live’ date.

• 25.1. If a replacement or new team member commences with you, the minimum 12 months will refresh from the new ‘go live’ date.
• 25.2. The agreement is effective from the day of signing. The 12 months will be calculated as training days plus 12 months from the date the team member commences their first day with the client.

26. TERMINATION
The client must give Teams By Design 60 days notice in writing prior to the expiration of the fixed term, if the client wishes to terminate the agreement.

• 26.1. If the client wishes to terminate the contract prior to the end of the fixed term, the calculation of monthly invoice x months remaining will be used to calculate the final invoice. For example. 6 months remaining x monthly investment = final payment.

27. PERFORMANCE MANAGEMENT
The client is responsible to check for any errors, quality of work/tasks, accuracy and detail of the work. Teams By Design will provide support infrastructure (QA, HR, Supervisor) however it is your responsibility check and report any error or issues within 24 hrs of being made aware.

• 27.1. Where your virtual executive performs poorly, or makes consistent errors, we may terminate the virtual executive and provide you with a replacement.
• 27.2. If Teams By Design terminates the agreement with the virtual executive, this does not terminate your agreement with Teams By Design.

28. HOURS OF OPERATION
Your virtual executive will carry our their duties within your nominated time zone.

• 28.1. A full time virtual executive will work 9 hours as a standard day. The shift includes daily: a 1-hour meal break, 2 x 15-minute breaks, a 10-minute TBD morning huddle (per member of your scalable team)
• 28.2. A part time virtual executive will work 4.5 hours as a standard day. The shift includes daily: a 30-minute meal break, 1 x 15-minute break, a 10-minute TBD morning huddle (per member of your scalable team)

29. LEAVE
Your virtual executive is entitled to 10 days / 5 days annual leave for part time and full time team members.

• 29.1. Leave does not accrue over each year
• 29.2. The monthly amount payable includes local public holiday. Please see 23.1 for any extra fee for working on a public holiday.

30. TEAM GIFTS
Your virtual executive is entitled to any and all bonuses or gifts given by you.

• 30.1. All gifts (monetary or otherwise) must go through Teams By Design
• 30.2. TeamsByDesgn will invoice you for any bonus or monetary gift to be paid to the team member in their next pay cycle
• 30.3. TeamsByDesign can help arrange any local delivery and gifts, your team member is prohibited to share their actual address.

31. DIRECT HIRE
This agreement does not allow a provision for the client to direct hire the Teams By Design Executive without explicit approval.

• 31.1. Teams By Design at their discretion may approve a transfer of position of the team member at an agreed buy out of 12 times the monthly investment after 36 months of an ongoing agreement.

32. Set Up

• 32.1. A once-off Setup Investment of $3,000 + GST is payable after the first month. This covers the initial time required to set up the profile, the team member onboarding, TBD Training Academy (basic), set up of accounts and communcation tools and recruitment.

33. Specialty Skills
With every full time VA, the client may use on ad hoc basis the creative or finance team on an adhoc per hour basis. This amount would be added to the following month invoice and billed per hour. Specialty rates may be applicable.

34. Invoice Payment
Invoice payment is due on the 1st of each month and payable by direct debit credit card.

35. Security Deposit (refundable)
An amount approximate to one month installment is payable and held until your team member completes their contract with you. Any outstanding amounts will be deducted from this if the final invoice has not been paid.

36. Account Management (AM)
Teams By Design will provide you with an account manager who will help you execute your handover of tasks to your virtual executive. The amount of time required each week varies subject to the amount of doors you have under management. It is recommended that you allocate 1-3 hours each week over the first 6 weeks, and if required after this period to review monthly. The AM will focus on each task and help ensure your virtual executive learns the task and process, in addition to assist you with the onboarding.