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Terms of Service

Last updated: 10/19/2021 LLC (together with its Affiliates, “”) provides the Service to you in accordance with and subject to the following Terms of Service (these “Terms”). These Terms form part of the Agreement and define the terms and conditions under which you’re allowed to use the Services in accordance with the Agreement, and govern your access to and use of all services, websites, and related products provided to you by (collectively, the “Services”).

Please read these Terms carefully before you start to use the Services. By using the Services or signing up for an account, you accept and agree to be bound and abide by these Terms, Privacy Policy, and other applicable policies and terms of the Agreement. If you do not agree to the full Agreement, you must not access or use the Services.

1.  Definitions.

“Administration Fee” means the service fee highlighted in Schedule “A”.
“Agreement” means this Agreement and any Schedules.
“Bookkeeper Virtual Assistant” or “BVA”, or “Staff” means the person or persons, who is contracted to or contacted or engaged by the Company and who will perform the Work for and at the direction of the Client.
“Business Day” means one calendar day that is not a weekend day or a public holiday in the applicable jurisdiction.
“Calendar Year” means the calendar year that runs from January 1 to December 31.
“Confidential Information” means all non-public, confidential or proprietary information that one party or its representative make available (“Disclosing Party”) to the other party (“Receiving Party”) in connection with this Agreement. Confidential Information includes, without limitation, the terms of this Agreement, Appendices, technical data, programs, code, trade secrets, marketing strategies, software, documentation, business information as well as information related to the past, present and future plans, ideas, business strategies, customers and suppliers of each party and its affiliates, as case may be. Information already known to the Receiving Party prior to the receipt from the Disclosing Party, or public knowledge is not considered Confidential Information.
“Currency” means United States Dollars by default, unless otherwise stated.
“Equipment” means equipment or a facility required by the staffer to undertake the Work and includes, but is not limited to, telephones, documents, software, online subscriptions, accessories, configuration, reports, technical information, studies, plans, charts, drawings, calculation tables, Schedules and data stored by any means.
“Fees” means the monthly fees to be charged by the Company to the Client as set out in Schedule A.
“Intellectual Property Rights” means all present and future rights of the following types, that may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patent and industrial property rights; (e) other proprietary rights in Intellectual Property of every kind and nature; and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (a) through (e) of this sentence.
Services mean the provision by the Company to the Client of BVA to undertake the Work.
Term means the period from the Commencement Date until the agreement is lawfully terminated by either party under this Agreement.
Work has the meaning defined in the Schedule “A”.

2.  Appointment.

2.1.  The Company offers various Services which enable the businesses to seamlessly hire distributed talent internationally in compliance with local labor laws. 

2.2.  The Client engages WeAssist to provide the Services for the Term and the Company accepts the engagement subject to the terms and conditions of this Agreement.

2.3.  The Company will appoint the BVA to perform the Work for the Client.

3.  Bookkeeper Virtual Assistant

3.1.  Bookkeeper Virtual Assistant, or BVA is contracted by the Company and is not employed by or an agent of the Client.

3.2.  If the Client is not satisfied with a BVA at any time during the Term, the following applies:

3.2.1  The Client must immediately inform the Company in writing of the reason(s);

3.2.2.  If the Client wishes the Company to replace the BVA without putting the BVA under performance review, the Client must give the Company 60 days’ notice except for cause or if BVA breaches any part of this Agreement; and/or

3.2.3.  If the Client considers that a BVA has engaged in gross misconduct then the Client may require the Company to remove the BVA immediately from their account whilst the Company investigates.

3.3.  If a BVA voluntarily resigns from or otherwise leaves the Company, the Company will present replacement candidates to the Client immediately and to the Client’s satisfaction.

3.4.  If the Company fails to replace a candidate to the Client’s satisfaction, no fee shall be due and payable until a suitable candidate is found.

3.5.  If the Client chooses not to replace the BVA, this can be facilitated via termination of the role.

4.  The Services

4.1.  BVA will have its equipment reasonably satisfactory to provide the Service.

4.2.  The Client may choose to provide equipment for BVA arranged in mutual agreement between the Client and BVA.

4.3.  The Client may provide simulation and training courses from time to time at the Client’s cost. All Intellectual Property relating to the training courses remains the property of the Client.

4.4.  If part of the Work includes the development of software, then any Intellectual Property in the software developed by BVA for the Client belongs to the Client.

4.5.  The Client and BVA may agree to vary or add to the Services however any variation must be agreed to by the parties in writing.

4.6.  The Client will determine the scope and extent of the Work. BVA has no role and no responsibility in either defining the Work or directing how the Work is performed.

5.  Non-Exclusivity

5.1.  Nothing in this Agreement shall bind the Company to an exclusive arrangement with the Client and nothing in this Agreement shall bind the Client to an exclusive arrangement with the Company.

5.2.  Each party to this Agreement is an independent contractor. This Agreement does not create any agency, partnership, joint venture, employment or franchisor or franchisee relationship. Furthermore, no labor relationship between the Company and the Client employees is created hereby. Neither party has the right or authority to, and will not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever. The parties do not intend to create any legal relationship of partnership between them, and neither will assert to any third party or otherwise claim that such a legal relationship exists between them.

6. The Company’s Obligations

6.1.  The Company will provide the Services in accordance with this Agreement, including but not limited to any Schedule of Work, Statement of Work or any future amendment(s) mutually signed by both parties in writing.

6.2.  The Company will provide the Services in a thorough, lawful and professional manner to a reasonable standard and manner.

6.3.  The Company will complete the Services in accordance with the Client’s instructions and directions.

7.  Confidentiality

7.1.  During the term of this Agreement and following the expiration of this Agreement, all Confidential Information related to or obtained from either party shall be held in confidence by the Receiving Party to the same extent and in at least the same manner as its own confidential information. The Receiving Party will not use Confidential Information for any purpose outside the scope of this Agreement. The Receiving Party will limit access to Confidential Information to its employees, contractors, advisors and agents, who need access for purposes consistent with this Agreement. The Receiving Party will not disclose Confidential Information to any third party without a prior written consent of the Disclosing Party. Upon notice to the Disclosing Party, the Receiving Party may disclose Confidential Information to the extent compelled by law, to do so. Each party further acknowledges that all records, data, list of Customers, data belonging to Customers, list of Clients, data belonging to Clients, files and other input materials in each party’s possession are Confidential Information that belong to such party.

7.2.  Both parties acknowledge and agree that each party exclusively owns and shall retain all right, title, and interest in and to its Confidential Information and its materials, including all Intellectual Property Rights therein, irrespective of whether such Confidential Information and/or materials were stored or processed through the other party’s services of Platform. Nothing in this Agreement shall effect a transfer of copyright or any other intellectual property rights from a party to the other. A party’s materials and Confidential Information shall not be used or exploited by the other without a prior written consent or as otherwise expressed authorized in this Agreement.

8.  The Client’s Obligation

8.1.  The Client must provide sufficient information and guidance to the Company or to BVA in order for the Company or BVA to properly provide the Services.

8.2.  The Client must not ask the Company or BVA to perform duties that are in violation of any applicable laws. 

8.3.  Should the Client require the Company to comply with any critical business processes, policies and procedures of the Client, the Client must inform both the Company and BVA of its practicality.

8.4.  The Client will provide commercially reasonable feedback to the Company regarding the performance of the Work of BVA.

8.5.  The Company shall advise the Client in accordance with applicable law on standard working hours, holidays, overtime. The parties shall come to a mutual understanding of expected work hours and fees accordingly prior to the commencement of BVA.

8.6.  Should the Client wish to provide any money payment, bonus, gratuity or other form of incentive to BVA, it must advise the Company in writing of this payment as it may have tax implications for BVA.

8.7.  The Client must not make any verbal promises to BVA with regards to the payment to BVA by the Client or the Company of any money payments, bonuses, gratuity or incentives.

9.  Fees

9.1.  The Client will pay the Company for the Services as contemplated in Schedule “A”.

9.2.  The Client must pay the Company within 3 days after subscription or invoice is issued. If the payment is not received by the Company, the Company shall cause BVA from working and immediately pause any of its obligations until all the outstanding Fees are satisfied.

10.  Hiring Directly and Non-Compete

10.1. VBA is considered a part of Confidential Information of the Company. Under no circumstances the Client is allowed to hire VBA directly or indirectly, except by a written consent by the Company and the Client shall pay US $6,000 release. Such request will be made with a minimum 60 day notice and the Company shall provide its response within 30 days. Once all of the required steps are taken, VBA’s obligation under this Agreement will terminate.

11.  Termination

11.1.  Either party may terminate this Agreement by giving the other party in writing with 90 day prior written notice. The Company may terminate this Agreement immediately if the Client does not satisfy its obligation to pay Fee. Upon termination, any outstanding fees will be settled with commercially reasonably efforts. 

11.2.  Either party may terminate this Agreement without notice if: (a)the other party becomes the subject of administration, receivership, liquidation or winding up proceedings or threatens to become insolvent; (b) the other party breaches any legislation, rule or regulation in the provision, or attempted provision, relating to workplace health and safety; (c) the other party breaches a material term of this Agreement, or fails to remedy a breach of any other term of this Agreement within five Business Days of being asked to do so; or (d) conduct of a party would or is likely to damage the other party or its reputation.

11.3.  Immediately upon the termination or assignment of this Agreement, or upon request at any time by the Company, the Client must return to the Company any of the Company’s Intellectual Property in the Client’s possession or control.

12.  Other Terms

12.1.  Indemnification. Each party agrees to indemnify, defend and hold harmless against the other party and its and their respective present and former officers, members, member institutions, directors, employees, agents, successors, heirs and assigns from and against any and all losses, liabilities, claims, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees, disbursements and administrative or court costs) paid or incurred in connection with any claim by any third party arising out of or resulting from (i) any breach or alleged breach by the party and its affiliates of its obligations, representations or warranties under this Agreement, or any willful, intentional or negligent action or failure to act by the party and its affiliates under this Agreement. 

12.2.  Limitation of Liability. In no event shall the Company’s aggregate liability under this Agreement exceed the lesser of US $5,000 or the total amount paid by the Client for the six months period immediately preceding the event that gave rise to the liability. The foregoing limitation will apply regardless of whether such liability is based on breach of contract or tort, negligence, strict liability, breach of fundamental term or otherwise.

12.3.  Jurisdiction. This Agreement is governed by, and is to be construed in accordance with, the laws of the State of California, U.S.A. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of the State and courts entitled to hear appeals from those courts.

12.4.  Each party will bear its own costs in relation to the preparation and execution of this Agreement.

12.5.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

12.6.  No party to this Agreement may assign nor purport to assign this Agreement or any right under this Agreement without the prior written consent of each of the other parties to this Agreement, which consent may not be unreasonably withheld.

12.7.  Severability. If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect.

12.8.  Nothing in this Agreement constitutes any relationship of employer and employee or partnership, joint venture or franchise agreement between the parties. No party has any authority to bind the other party in any manner without the prior consent of the other party.

12.9.  Force Majeure: Neither party shall be liable for any delay or failure in performance due to force majeure, which shall mean acts of God, earthquake, labor disputes, changes in law, regulation or government policy, riots, war, fire, flood, insurrection, sabotage, embargo, epidemics, acts or omissions of third parties.

13.  Eligibility

13.1.  In order to use the Service, you must: (i) be at least eighteen (18) years old and able to enter into contracts; (ii) complete the account registration process; (iii) agree to these Terms and the Agreement; (iv) provide true, complete, and up-to-date contact and billing information; (v) not be based in Cuba, Iran, North Korea, Syria, or any other territory that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist-supporting” country; and (vi) not be listed on any U.S. government list of prohibited or restricted persons. By using the Service, you represent and warrant that you meet all the requirements listed above, and that you won’t use the Service in a way that violates any laws or regulations. Note that by representing and warranting, you are making a legally enforceable promise. may refuse service, close accounts of any Customer, and change eligibility requirements at any time.

14.  Legal notice may modify these Terms or any additional terms, and such modification shall be effective and binding on you upon notice by via email to the email account provided by you upon registration for the Service. If you do not agree to any modification of these Terms, you should discontinue your use of the Service.

You further agree, represent, and warrant to that: (i) you will obtain and maintain all necessary permissions and valid consents or other valid legal bases required to lawfully transfer data to and to enable such data to be lawfully collected, Processed, and shared by for the purposes of providing the Service or as otherwise directed by you; and (ii) to the extent processes your data or information protected by Data Protection Laws as a Data Processor on your behalf, you and shall be subject to and comply with the Data Processing Agreement, which is incorporated into and forms an integral part of these Terms and the Agreement. You agree to indemnify and hold us harmless from any losses, including all legal fees and expenses that result from your breach of this Section.

The parties hereto have abide by the Terms as set forth above.