Master Subscription Agreement

1.1 Definitions

● Ad Hoc Services mean the provision of additional services that are not specified as Services.

● Agent means a resident of the Philippines (or other jurisdictions as relevant) that is hired by Process Perfect Solutions pursuant to the executed Order Form as an Independent Contractor.

● Agent Unavailability means when agents do not make themselves available for work.

● Agreement means the Order Form and the Master Subscription Agreement including any annexure.

● Expertise means the unique skills, talents and knowledge of the Agent specifically selected to perform the tasks required.

● Fees mean the fees specified in any signed Order Form governed by this Master Subscription Agreement plus approved disbursements.

● Preferred Schedule means the hours specified in the Order Form that the client prefers for the Agent to work, unless otherwise agreed in advance at a later date.

● Valid Termination means written notice via email to your Process Perfect Solutions Client Success Manager.

● Performance package means a package which composes of both software and hardware equipments which can be used by the talent in the coarse of his/her work. This package will also be surrendered to the client and the next talent can use it. This is non-refundable, but only transferable.

1.2. Interpretation

In this Agreement:

(a) References to a person include an individual, form or a body, whether incorporated or

unincorporated;

(b) Clause headings are for references only and shall not form part of this Agreement

nor used in the interpretation of this Agreement;

(c) If the time of doing an act or thing under this Agreement falls on a day which is not a

Business Day, then the time of doing that act or thing shall be deemed to be the next

Business Day;

(d) Words in the singular include the plural and vice versa in accordance with the context

of which that word is used;

(e) Words importing a gender include other genders;

(f) A reference to a clause is a reference to a clause in this Agreement;

(g) A reference to any of the words ‘include’, ‘includes’ and ‘including’ is to be read as if

followed by the words “without limitation”;

(h) A reference to a statute, ordinance, code or law includes regulations and other

instruments under it and any consolidations, amendments, re-enactments or

replacements of any of them;

(i) A reference to any party include that party’s executors, administrators, substitutes,

successors and permitted assigns; and

(j) Each party has participated in the negotiating and drafting of this document and in the

event of ambiguity or a question of interpretation arising, this Agreement is to be

construed as if the Agreement was drafted jointly.

2. Expertise

The Agent is contracted by TradieVA on your behalf for their Expertise, and work pursuant to such Expertise shall be performed exclusively on an independent contractor basis, subject to the other terms and limitations in this Agreement, including but not limited to the provisions of Section 11 of this Agreement, and you agree to pay us the Fees as consideration.

3. Fees

(a) We will charge you the Fees at the beginning of each month or prior to the anniversary of the start date of talent basedon the terms specified in each signed Order Form.

(b) Your rights under this Agreement including the provision of Expertise will only be provided as long as all invoices are fully paid by their due date, including any approved third party expenses and disbursements incurred by TradieVA to carry out its obligations under this Agreement.

(c) If required, you will pay third party costs, such as software, telephony and other subscriptions, to carry out TradieVA obligations under this Agreement, directly or indirectly with the relevant third party, and if you request and agreed by both parties to hire local agents in Australia, you will indemnify us from any costs arising from such arrangement to the fullest extent permitted by law.

(d) A one month advance talent fee will be collected together with the Talent Order Form and shall serve as an advance payment for your designated Talent.

(e) If we partly deliver our obligations under this Agreement we will credit to you the

difference between the parts completed and pending on a pro rata basis.

(f) Talent fees can vary, and in the event of a talent change request, TradieVA reserves the right to invoice based on the corresponding talent fees.

4. Obligations

You agree to:

(a) Promptly respond to all reasonable requests from TradieVA to enable us to deliver our obligations under the Agreement;

(b) Confirm all communications in writing;

(c) Promptly notify us of any issues, concerns or disputes with respect to the Agreement and/or the talent;

(d) Ensure that any and all work done by our employees is legal in any jurisdiction in which you operate and where the talent is based; 

(e) Attend as much as possible meetings and sessions that needs my attention;

(f) Coordinate with my talent and make sure to provide support needed in ensuring a smooth transition of tasks (recording of Loom videos, providing credential assitance, and other necessary tasks); and

(e) Pay our Fees on time and in full.

5. Term and Termination

You can terminate this Agreement:

(a) If you do not intend to employ Agents, directly or indirectly through another service

provider or other entity or mechanism, at any time by giving TradieVA 30 days written notice;

(b) If you intend to employ our Agents directly or indirectly through another service

provider or another entity or mechanism, after termination, by making a one-off payment equal 35% of the yearly amount of the staff’s rate.

(c) In the event you terminate the Agreement pursuant to sub-clause 5(a), or the Agreement is terminated by TradieVA pursuant to the termination provisions set out in this Agreement, You agree:

(i) that TradieVA may continue to employ the Staff; and

(ii) that You will not in any way solicit our Agents for the purposes of direct employment with You or employment through another service provider or other entity or mechanism for a period of 12 months from the termination date.

(d) Your termination is a Valid Termination defined above.

Upon termination of this Agreement, clauses 7 and 8 survive termination of this Agreement. The expiry or termination of this Agreement will not affect the accrued rights of the parties including any amounts owed by you to us.

6. Confidential Information & Intellectual Property

(a) The parties and their staff and contractors may have access to financial or marketing information, trade secrets and know-how which is in relation to, developed by or on behalf of the other party, which information is not in the public domain, confidential or proprietary whether or not identified as such (Information). Each party agrees to keep the other party’s Information confidential and not to disclose the other party’s Information to third parties without prior written consent.

(b) The obligations of confidentiality set out in this clause do not extend to information that is in the receiving party’s possession, is public knowledge or is required by law to be disclosed. 

The obligations under clause 6 (a) survive termination of this agreement.

7. Indemnity and Release

You indemnify TradieVA and their respective directors and managers (Indemnified Parties) and agree to hold the Indemnified Parties harmless from and against:

(a) All actions, claims, demands or proceedings which may be instituted against the Indemnified Parties, and

(b) All liabilities, losses, damages, costs and expenses (including reasonable legal costs and expenses) which may be suffered or incurred by, any member of the Indemnified Parties in connection with or arising out of this engagement. TradieVA receives the benefit of this clause for itself and as agent for each of the other Indemnified Parties. The indemnity and other rights and obligations in this clause extend to the maximum extent permitted by law and remain in full force and effect not withstanding termination for whatever cause of this engagement.

(c) You expressly understand and agree that TradieVA and its Personnel shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by the you, however caused and under any theory of liability; including, but not limited to: any loss of profit (incurred directly or indirectly), any loss of goodwill or business reputation, death or personal injury and any other intangible loss.

(d) A waiver of any right, power or remedy under this agreement must be in writing signed by the party granting it. A waiver is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.

(e) The fact that a party fails to do, or delays in doing, something the party is entitled to

do under this agreement does not amount to a waiver.

You acknowledge and agree that Talents are solely responsible for delivering their Expertise based on your instructions and for all work performed, specifically with respect to the results thereof and not the means and methods of performing such work. TradieVA provides no express warranty of, will have no implied warranty of, and will have no responsibility for, quality of the Expertise, although we will be happy to find a replacement Talent if required. TradieVA expressly disclaims all express and implied warranties for the Expertise and tasks carried out, including, without limitation, warranties of non-infringement, merchantability, and fitness for a particular purpose. As between you and TradieVA deliverables are provided AS

IS.

8. Governing Law

This engagement is governed by and constructed in accordance with the laws of New South Wales. Both parties irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in, or the courts of appeal of New South Wales.

9. Severability

(a) Any provision of this Agreement will be read down to the extent necessary to prevent that provision or this Agreement being invalid, voidable or unenforceable in the circumstances.

(b) If despite this clause, a provision of this Agreement is still invalid or voidable;

(i) If the provision would not be invalid or voidable if a word or words were omitted, that word or those words will be deleted; and

(ii) In any other case, the whole provision will be deleted and the remainder of this Agreement will continue to have full force and effect.

(c) Headings are for convenience only and do not affect interpretation.

10. Assignment

Either party may assign their rights under this Agreement to any bodies corporate, assigns or successors following prior written advice to the other party.

11. Relationship

The relationship between the parties is one of independent contractors. No party nor

their employees or agents has the authority to bind the other party by contract or otherwise.

12. Waiver

(a) A waiver by party of a provision or of a right under this Agreement is binding upon the

party granting the waiver if it is emailed by an authorised representative of either party.

(b) A waiver is effective only in the specific instance and for the specific purpose for

which it is given.

(c) Failure by a party to exercise or delay in exercising a right does not prevent its

exercise or operate as a waiver.

13. Computer, Equipment & Performance Package

You authorise TradieVA Talent to use personal computers, personal mobile devices, and home internet services. However, should you avail any of the Performance Packages, the Talent will be using the equipment and softwares and shall surrender upon termination of services or forward to the next talent should there be a change of talent. The Performance Package is non-refundable but transferable.