Parties to this Agreement
1. Introduction
Virtual@Work is a private business specialising in business support services to its clients. This document offers some ground rules for a mutually beneficial relationship between Virtual@Work and their clients.
2. Payment terms
2.1 The Service Provider will provide Services to the Client at the rate as indicated by individual pricing for each package on the “Pricing” page.
2.2 Services will only commence once payment has been received by the Service Provider. This (the “effective date”) will become the Client’s billing date.
2.3 To provide uninterrupted services, payment for the following month (from the start billing date) is due no later than (five) 5 working days prior to the start of the next subscription period.
2.4 If any payment is not paid on time or any payment is rejected or refused, the amount owing will be treated as unpaid and the Service Provider will be entitled to immediately cease or suspend the provision of the relevant Services until payment has been received.
2.5 Fees for additional work or any expenses that have to be incurred, on behalf of the Client are due prior to any additional work commencing or such expenses being incurred.
2.6 The Service Provider cannot make any purchases on behalf of the Client unless the Client gives the Service Provider written consent to perform such a purchase and make the necessary funds available for the Service Provider to incur the purchase on behalf of the Client.
3. Support Services
The Client is aware that a team of support staff will execute the services as stipulated in “Description of Services”. The Client will be informed, in advance, should further outsourcing or sub-contracting be required. The Client and the Service Provider will discuss options as and when the need arises.
4. Performance and Duration of Agreement
4.1 The Service Provider shall perform the Services with reasonable skill and care. However, the Service Provider does not guarantee that the Services will be uninterrupted, secure or error-free or that any data generated, stored, transmitted or used via or in connection with the Services will be complete, accurate, secure, up to date, received or delivered correctly.
4.2 The Services shall continue indefinitely, unless and until terminated in accordance with clause 4.3
4.3 Either party may terminate this agreement (as regards some or all of the Services) for any reason by providing written notice.
4.3.1 During the first 30 days, cancellation shall be deemed to take effect
immediately upon receipt of written notice.
4.3.2 After the first 30 days, cancellation shall be deemed to take effect 30 days
after the Customer’s next Bill day following receipt by the Service Provider of
the written notice.
4.3.3 Any payments due following cancellation shall remain payable.
4.3.4 No changes can be made to the agreed upon package during the notice
period.
4.3.5 The Service Provider may terminate this agreement (as regards some or all of
the Services) or suspend some or all of the Services immediately on written
notice if the Client breaches any term of this agreement.
5. Rights of Service Provider
The Service Provider reserves the right to periodically update any prices shown on the Website, which cannot be guaranteed for any period of time. The Service Provider shall make every effort to ensure any prices shown are correct at the point at which the Client places an order.
If the Service Provider updates the price paid by an existing Client, notice shall be provided to the email address held on record for the account no less than one full month prior to the change taking effect.
The Service Provider reserves the right to withdraw the Services from the Website at any time.
6. Relationship between the Parties
It is understood by both parties that the Service Provider is an Independent Contractor and is not an Employee of the Client. The Client will not provide tax payments or benefits, including health insurance, paid vacation or any other Employee benefit for the Service Provider. Nor shall the Service Provider be treated as an employee, but rather as a respected virtual team member and thinking partner.
7. Confidentiality
7.1 Client Information
The Service Provider recognizes that the Client has and will have proprietary information and the Service Provider agrees not to, at any time or in any manner, either directly or indirectly, use any Information for the Service Provider’s own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior written consent of the Client. The Service Provider will protect the Information and treat it as strictly confidential. A violation of this article shall be a material violation of this Agreement.
7.2 Service Provider Information
The Client recognizes that the Service Provider has and will have proprietary information and the Client agrees not to, at any time or in any manner, either directly or indirectly, use any Information for the Client’s own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior written consent of the Service Provider. The Client will protect the Information and treat it as strictly confidential. A violation of this article shall be a material violation of this Agreement.
7.3 Confidentiality After Termination
The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement for a time period of twelve (12) months.
8. Limitation of Liability
8.1 To the extent permitted by law, the Service Provider shall not be liable to the Client save as expressly provided for in this agreement and shall have no other obligations, duties or liabilities whatsoever in contract, tort or otherwise to the customer, specifically:
8.2 The Service Provider will not be responsible for any damages the Client’s
business may suffer.
8.3 The Service Provider makes no warranties of any kind, expressed or implied
for the services provided
8.4 The Service Provider disclaims any warranty or merchantability or fitness for
a particular purpose.
8.5 The Service Provider is not responsible for any loss of data resulting from
delays, non-deliveries, wrong delivery, and any and all service interruptions
caused by The Service Provider and its Virtual Team Assistants. The Service
8.6 Provider cannot guarantee that the service will be uninterrupted or error-free
or meet the Client’s requirements.
9. Return of Records
Upon termination of this Agreement, the Service Provider shall deliver all records, notes, data, memoranda, models and equipment of any nature that are in the Service Provider’s possession or under the Service Provider’s control and that are the Client’s property or relate to the Client’s business. Should there be any outstanding invoices the Service Provider holds the right to keep such records until said invoices are settled in full.
10. Entire Agreement
This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement, whether oral or written. This Agreement supersedes any prior written or oral agreement between the parties. This Agreement may be modified or amended if the amendment is made in writing and signed by both parties.
Notices
All notices required or permitted under the Agreement shall be in writing and shall be deemed delivered when delivered by email, or deposited in the South African mail service, postage prepaid, to the intended party’s current mailing address.
Both parties will alert the other of any changes to contact information.
11. Severability
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of the said Agreement is invalid or unenforceable, but that by limiting such provision/s, it would become valid and enforceable, then such provision shall be deemed to be written, construed and enforced as so limited.
12. Waiver of Contractual Right
The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
Governing Law
This Agreement shall be governed by the laws of the Republic of South Africa, the Service Provider’s state of business registration.