1.1 The Term of the Service of this Contract will be 3 months commencing from The Start Date as determined pursuant to Clause 11.2 herein. These contract terms shall apply to the first staff placement and all future staff placements with Outsourced. After 3 months the contract will renew automatically, unless The Customer cancels pursuant to Clause 10.4 herein.
2.1 Payment Terms and conditions
- 100% advance payment for each month
- One month is considered 20 working days, 8 hours per day (160 hours)
- Any days not worked due to sick/leave/holiday are credited to the following month
- Invoices are sent on the 15th day of each month (for the following month) with 14 days to pay
2.2 Payment Method
Payment is accepted through:
- Wire Transfer
The processing fee charged by the bank or Merchant service provider or PayPal, is payable at The Customer’s end. Fees not paid will be added to the next periodic invoice.
2.3 Taxes and Duties
No taxes apply to any invoice forwarded to The Customer unless The Customer resides in the Philippines. The Customer is responsible to ensure that it pays relevant taxes as may be lawfully imposed within its country.
2.4 Other Costs:
a) If any third party licensed software is required (e.g. Adobe Photoshop) its cost will be borne by The Customer. Additional costs will only be incurred upon request and approval of the The Customer.
b) Phones and Phone Call Charges are not included within the scope referred to in Clause 1.1 herein. Outsourced can provide these on request at an additional agreed cost.
c) The Customer is required to pay any extra charges for additional hours (eg overtime) that staff may work during any particular month. These additional hours can only be worked following a request and approval from The Customer.
2.5 Payment in advance
The Customer shall make payment in advance. The details of how to pay via wire transfer or Credit Card will be sent separately. Payment in advance is required for the service to be provided. Payment transfer confirmation should be forwarded to email@example.com.
2.6 Staff Holidays
Dedicated staff are entitled to take standard Philippines holidays (approx. 13 days) as per the calendar at http://ag-outsourced.acidgreen-staging.com/public-holidays-in-the-philippines/. The Customer is only invoiced for 20 days each month. The Customer only pays for days worked. Any holiday, leave or sick days taken resulting in less than 20 days being worked are credited the following month. If staff work more than 20 days in a month these are considered in the following month’s invoice.
2.7 Replacement Staff
a) In case staff dedicated to The Customer leave Outsourced within the contract period, Outsourced will provide notice of seven (7) days prior to the staff leaving the Outsourced. Within that period of time, Outsourced will arrange a replacement at no cost to The Customer and carry out the knowledge transfer. The Customer will not be liable for any fees for the relevant position during the period between the date when a staff member stops work on the project and the date when a replacement staff member commences work on the project.
b) If, during the first three (3) months of this Contract, The Customer is not completely satisfied with any member of the Dedicated Staff, the Customer may, by giving seven (7) days notice in writing to Outsourced, request replacement staff. If such a request is made after the first three (3) months of this Contract, thirty (30) days notice is required to be given. In relation to the engagement of the said replacement staff the provisions of Clause 11.2 will apply. Furthermore, The Customer will not be liable for any fees for the relevant position during the period between the date when the original staff member stops work and the date when a replacement staff member commences work.
2.8 Dedicated Staff
a) work Monday to Friday, from 8AM to 5PM Manila unless otherwise agreed in writing.
b) work is under the guidance of The Customer and responsibility of the project and planning is on The Customer. The project is totally confidential as a development only for The Customer.
c) are provided with all necessary work specifications, technical documentation, data definitions, tasks, etc. by The Customer for working on the project(s). The Customer is responsible for allocating the task and reviewing the task on daily/weekly basis.
3. payment defaults
3.1 In case of default in payment as per the payment conditions mentioned in clause 2.1 to 2.8 above, the account may be forwarded to a collection agency who will add their collection charge and/or legal costs onto the cost of the outstanding payments.
4.1 Outsourced acknowledges that The Customer is the owner of and is in possession of valuable trade secrets, know-how and confidential information, and that the goodwill of The Customer depends, among other things, upon keeping such information confidential and that unauthorized disclosure would cause irreparable damage to The Customer, and that by reasons of Outsourced’s duties hereunder Outsourced may also come into possession of such information. All information concerning trade secrets, know-how/technical data, software, research products, processes, engineering techniques, strategies, internal procedures, the information pertaining to its business, is hereinafter jointly and severally referred to as “Confidential Information”.
4.2 The Customer and Outsourced shall at all times during the currency of this Contract and thereafter:
a) Use their best endeavours to keep all Confidential Information confidential and accordingly not to disclose any Confidential Information to any other person and
b) Not use any Confidential Information for any purpose other than the performance of their respective obligations under this Contract.
4.3 Any Confidential Information may be disclosed by Outsourced to any of its employees to such extent only as it is necessary for the purposes of carrying out its obligations under this Contract; subject in each case to Outsourced using all reasonable endeavours to ensure that the recipient employees keep the same confidential and do not use the same except for the purposes for which the disclosure was made.
5. rights on data
5.1 All equipment, plans, specifications, designs, software, report and other documents, which are procured or developed by Outsourced for The Customer, shall exclusively become and remain the property of The Customer. Dedicated staff are contractually bound to forgo intellectual property rights and assign or transfer the ownership of all the intellectual property to The Customer.
6. non – solicitation
6.1 Outsourced and The Customer agree that during the currency of this Contract and for one year after the date of completion of contract, for any reason whatsoever, not to solicit, induce or encourage directly or indirectly any person who was introduced by Outsourced, or who at such time was in the employment of either party or any of its subsidiaries, to leave the company. A penalty of USD$10,000 will apply to The Customer should it solicit any introduced candidate or any Outsourced employee to directly or indirectly work for it or a related entity. A penalty of USD$10,000 will apply to Outsourced should it solicit any employee or contractor engaged by The Customer to directly or indirectly work for it or a related entity
7.1 Outsourced provides no warranty over the software or code developed under this Contract.
8. limitation of liability
8.1 The Customer agrees to fully indemnify and hold Outsourced free from harm in any and all claims resulting from The Customer in not having obtained all the required copyright, and/or any other necessary permissions.
8.2 Outsourced will not be responsible for any damage, loss or liability that The Customer or any third party may suffer. This liability does not include loss of revenue, profits or data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by Outsourced or its employees.
8.3 The Customer agrees that it shall defend, indemnify, save and hold Outsourced harmless from any and all demands, liabilities, losses, costs and claims, including reasonable legal fees asserted against Outsourced, its agents, its customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by The Customer, its agents, employees or assigns.
8.4 The Customer agrees to defend, indemnify and hold harmless Outsourced against liabilities arising out of any injury to person or property caused by any products sold or otherwise distributed in connection with Outsourced, any material infringing or allegedly infringing on the proprietary rights of a third party, or causing a copyright infringement and any defective products sold to The Customer from Outsourced or its partners’ servers.
8.5 Should Outsourced be forced to advance the indemnity costs to protect its good name The Customer shall reimburse Outsourced of the same upon demand.
This Contract, its meaning and interpretation, and the relation between the Parties shall be governed by the Laws of The Republic of the Philippines. The Courts of Competent Jurisdiction in the Philippines, or by discretion of Outsourced in the country of The Customer, shall have jurisdiction, in respect of all matters, relating to or arising out of this Contract.
10.1 The Customer may, at any time during the term of this Contract terminate this Contract upon the occurrence of any of the following events:
- If Outsourced becomes insolvent or bankrupt or enters into any contracts with its creditors for relief of debt or takes advantage of any law for the benefit of debtors or goes into liquidation or receivership whether compulsory or voluntary;
- If Outsourced fails to comply with any final decision reached as a result of mutual agreement or arbitration proceedings.
- If Outsourced or any of the employees provided to The Cusomer by the terms of this Contract undertakes or performs any act which has a material effect on the rights, obligations or interests of The Customer.
10.2 Outsourced may, at any time during the term of this Contract terminate this Contract upon the occurrence of any of the following events:
- If The Customer becomes insolvent or bankrupt or enters into any contracts with its creditors for relief of debt or takes advantage of any law for the benefit of debtors or goes into liquidation or receivership whether compulsory or voluntary;
- If The Customer fails to comply with any final decision reached as a result of mutual agreement or arbitration proceedings.
- If The Customer or any of its employees undertakes or performs any act which has a material effect on the rights, obligations or interests of The Customer.
- If The Customer does not meet the trading terms in this Contract within seven (7) days from the date on which they are due to be performed.
10.3 If Outsourced terminates the Contract pursuant to the provisions of Clauses 10.2, then (i) Outsourced will, within a period of seven (7) days, refund to The Customer the unused portion of any fees paid by The Customer to Outsourced, or (ii) The Customer will be liable to Outsourced for services rendered by Outsourced, for the payment of any unpaid fees under this Contract up to the date of the notice of termination.
10.4 If The Customer decides to terminate the contract after the first three (3) months, thirty (30) days notice is required to be given.
11.1 Outsourced will need a specified period of lead-time to allocate the staff and prepare properly for commencing the service.
11.2 Once Outsourced has located appropraite staff it shall foreward to The Customer a notice in writing setting out the names and other relevant details of the nominated staff. Upon receipt of this notice The Customer shall have a period of seven (7) days within which to confirm that the said staff are acceptable and to nominate a starting date (“The Start Date” hereafter) for the performance of the services under this Contract.
11.3 Neither the The Customer nor Outsourced incur any obligations or liabilities under this Contract until The Start Date has been notified in accordance with Clause 11.2, and either party may cancel this Contract by notice in writing to the other party at any time prior to The Start Date being so notified.