BPO, KPO & Digital Agency

Terms of Service

Last Updated On: July 1, 2020

Please read these Terms of Service (“Terms”, "ToS", or “Terms of Service”) carefully before using www.stafify.com or availing any Stafify Solutions, Products, or Services, and any other URL/links associated to this website (the "Solutions", “Services”, "Products" or "Work Products") operated by Stafify ("Company", “Us”, “We”, or “Our”).

THIS TERMS OF SERVICE AGREEMENT (this “Agreement,” “ToS,” or this “Terms of Service Agreement”) is made and entered into on the date (“Effective Date”) of your access, use, account registration, availment or purchase as specified and in accordance with the proposal, job order, booking invoice, the Statement of Work ("SOW"), and this agreement, by and between STAFIFY BPO & DIGITAL AGENCY SOLUTIONS WORLDWIDE a Business Process Outsourcing & Digital Agency company, also known as the (“Company”) and YOU, also known as the (“Client”, "Visitor", "Guest", "User" or “Independent Contractor or Service Provider”).

Stafify is a BPO (Business Process Outsourcing) and a Digital Agency Solutions company providing Offshore Staff Leasing (Managed Operations), Project Based Outsourcing, Onshore Staff On-Demand and other related solutions, products and services through its E-Commerce Marketplace Platforms, Sales Channels and neither a Health Care Provider, Medical Practitioner, Manpower Agency, Educator, Advisor, Attorney-at law, Legal Counsel, Specialist nor alike.

By accessing Stafify website, downloading, installing and using its web or mobile-based applications including all of its other platforms or simply availing any Stafify Solutions, Products or Services, you as the Client, Visitor, Guest, User, Independent Contractor, Service Provider and others who access, avail, or use any Solutions, products or services in the platform hereby acknowledge and agree that you have read and understood the accompanying engagement benefits, risks, and alternatives, and to be bound by Stafify Terms of Service, Privacy Policy, Refund Policy, DisclaimerCompany Policy, Penalties and Independent Service Provider’s Agreement (For Service Provider) including all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws and international law and you agree that you consent us including our partner independent service providers to perform your requested service. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this website are protected by applicable copyright and trademark law.

The Company, Client, Independent Contractors, and Service Providers are sometimes referred to collectively herein as the “Parties” and individually as a “Party.”  This Agreement is made in pursuance of the Service or Project described herein, on the website, web app, mobile app or marketplace for services owned by Stafify BPO & Digital Agency Solutions Worldwide (“Stafify”) at the domain and subdomains of www.stafify.com (the “Site”).  All capitalized terms not defined in this Agreement have the meanings given to such terms in the Terms of Service Agreement (“Terms of Service”) available at the Site, unless the context requires otherwise.

Terms of Service (For Clients, Visitors, Guests, Users, Independent Contractors or Service Provider and Others)

1. BACKGROUND, INITIAL OBLIGATIONS AND SCOPE OF WORK

1.1. SERVICES. “Services” means the services to be performed by the Company and/or its assigned employee, independent contractors, sub-contractors, agents, or service providers to the Client as set forth in each mutually agreed upon and executed Job Order, Booking Invoice or Statement of Work (each a “Job Order”, “Booking Invoice” or “Statement of Work”). If Company and Client have agreed to a written job order, booking invoice, statement of work, written proposal, written project plan, or other written communication to specify in more detail the product or service scope, required features, deliverables, milestones, development methods, resources, communications, training, acceptance, change control, payment, or other terms, such writing (“Job Order”, “Booking Invoice” or “Statement of Work”) is incorporated in and made a part of this Agreement. Each Job Order, Booking Invoice or Statement of Work entered into by the parties shall reference this Agreement; provided, however, the contents of any Job Order, Booking Invoice or Statement of Work shall take precedence over any conflicting provision in this Agreement to the extent necessary to resolve any such conflict. Company and/or its assigned employee, independent contractors, sub-contractors, agents, or service providers shall perform the specified Services during the term provided for in such Job Order, Booking Invoice or Statement of Work.

1.2. RELATIONSHIP OF THE PARTIES. Company shall be deemed an independent contractor of Client. As between Company and Client, all persons retained by Company to perform Services for Client hereunder shall be employees or independent contractors of Company and shall not be employees or independent contractors of Client.

1.3. PLACE OF WORK. Client understands and agrees that all of the Services shall be performed online, offshore and remotely through Work from Home, Home Office or Office Based setup specifically a place outside the Client’s Location, using employees or independent contractors of the Company, not unless the Client requested the Company including its employees or independent contractors to work at the Client’s location.

2. ENGAGEMENT, PERFORMANCE OF SERVICES AND CLIENT RESPONSIBILITIES.

2.1. PROJECT WORK PRODUCT (PROJECT BASED). Client hereby engages Company to deliver the Work Product to Client, and Client will pay Company for the Project Work Product, in accordance with the terms and conditions of this Agreement and the Terms of Service.  As used in this Agreement, the “Work Product” means any and all work products developed by the Company as required to complete the Project and delivered to the Client in the performance of the Project, as specified in the SOW, and this Agreement.

2.2. PERFORMANCE (PROJECT BASED). Company will perform the services necessary to complete the Project in accordance with the procedures described on the Site, in a timely and professional manner, consistent with industry standards, at a location, place and time that Company deems appropriate, and all in accordance with the SOW, and this Agreement.  The manner and means that Company chooses to complete the Project are in Company sole discretion and control.  In completing the Project, the Company agrees to provide its own equipment, tools, and other materials at its own expense.

2.3. DURATION OF SERVICES (PROJECT BASED). The duration of performance of services under this Agreement commences on the Effective Date and terminates on the Ending Date or Final Delivery Date set forth in, unless the Parties otherwise agree in a writing signed by both parties.

2.4. CHANGE CONTROL (PROJECT BASED). “Company” will provide “Client” project management with status reporting on a regular basis.  These reports will indicate the work activities performed, progress against project milestones, as well as any expenses incurred in the furtherance of this work to date. 

Material deviations from the baseline scope and budget documented herein will be mutually reviewed and agreed by Company and Client. The following provides the process to be followed for any such material change to the SOW:

  1. A Change Request (“CR”) will be the vehicle for requesting a change to the SOW.  The CR will describe the change, the rationale for the change, the impact on the implementation timeline, and the impact on the fees and payments. Both Company and Client may initiate a CR.
  1. The designated Project Manager of the requesting party will review the CR and determine whether to submit the CR to the other party.
  1. Both Project Managers will review the proposed CR and either approve for further investigation or reject.  Company may specify additional charges for such investigation.  If the investigation is authorized, the Project Managers will sign the estimation portion of the CR, which constitutes authorization for the investigative changes. The investigation will determine the effect that the implementation of the CR will have on fees and payments, schedule and other terms and conditions of the Agreement.
  1. A written CR must be signed by both Client and Company to authorize implementation of the CR.

2.5. SERVICE LEVEL AGREEMENT (PROJECT BASED). Service Level Agreement for this project is subjected to the terms and service levels of the respective third party Background Technology used by the Company, including but not limited to: Domain Name Registration, Hosting, Customer or Content Management System and other 3rd party background technologies. Any other general after sales support request or inquiry can be sent through the Company’s official support email address support@stafify.com

2.6. RESTRICTIONS (PROJECT BASED). In no event shall Stafify or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials on Stafify’s site, even if Stafify or a Stafify authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to the Client.

2.7. COOPERATION. Client shall cooperate with Company by providing to Company such information and documents and access to Client's personnel as reasonably required by Company to perform the Services specified in a Job Order, Booking Invoice or Statement of Work.

3. FEES AND PAYMENTS.

3.1. FEES (PROJECT BASED). Client will pay the Company the fee specified for the Project in accordance with the proposal, the SOW, the Terms of Service and this agreement.  Payment will be made by Client to Company through the Site in accordance with the Stafify Payment Service and, if applicable, the Escrow Terms and Conditions, promptly upon each acceptance of the Project Work Product deliverable.  Company will be responsible for all expenses incurred in performing services under this Agreement, except and only to the extent expressly provided in this Agreement, or the SOW.

3.2. SYSTEM MAINTENANCE FEE (PROJECT BASED). Client agrees and acknowledges to pay the Company and the 3rd party technologies for the monthly recurring system maintenance fee, if applicable, as stated, and in accordance with the proposal, job order, booking invoice, the SOW (Statement of Work), the Terms of Service, and this agreement. Client’s failure to pay for the monthly recurring system maintenance fee will result in temporary service interruption or permanent service disconnection. Client further agrees and warrants the Company to act and process payments on their behalf as needed, to the third party background technologies used to develop and maintain the work product. In addition, actual System Maintenance Fee may change or be subjected to additional charges based on the existing or additional thirty party background technologies requested by the Client in order to maintain, perform and install any additional functionalities, feature requests, or other customization outside the initial project scope.

3.3. ADDITIONAL FEES OR CHARGES (PROJECT BASED). The Client hereby agrees and understands that additional charges applies for additional functionalities, feature requests, or other customization outside the project scope or after the Company delivers or transfers the ownership of the work product as stated, and in accordance with the proposal, job order, booking invoice, the SOW (Statement of Work), the Terms of Service and this agreement.

3.4. AUTO DEBIT AUTHORIZATION (PROJECT BASED). The Client hereby authorize the Company to regularly schedule recurring fees or charges to the Client’s nominated Debit or Credit Card via the Online Recurring Payment Facility. Client will be charged the amount indicated in the proposal, job order, booking invoice, SOW (Statement of Work), the Terms of service, and this agreement. A receipt for each payment will be provided to you and the charge will appear on your credit card statement. Client agrees that no prior-notification will be provided unless the date or amount changes, in which case the Client will receive notice from the Company at least (30) days prior to the payment being collected.

The Client also understands that this authorization will remain in effect until the Client cancels it via the Online Recurring Payment Facility and in writing to the Company thirty (30) days prior to the intended date of cancellation or next billing date. The Client also certifies to be an authorized user of the Debit or Credit Card and will not dispute these scheduled transactions; so long as the transactions correspond to the terms indicated in this authorization clause.

3.5. FEES. The fees for Company's Services will be charged in U.S. dollars or equivalent to agreed local currency for local clients on the terms and at the rates specified in the applicable proposal, job order, booking invoice, or Statement of Work. Payment will be made by Client to Company through the Site in accordance with the Stafify Payment Service and, if applicable, the Escrow Terms and Conditions, promptly upon each acceptance of the Job Order, Booking Invoice, Statement of Work or Project Work Product deliverable. Company will be responsible for all expenses incurred in performing services under this Agreement, except and only to the extent expressly provided in this Agreement, or the ("SOW").

3.6. ADVANCE PAYMENT. Client shall pay the Company a one (1) Month advance including the remaining working days for that month if any, on the terms and at the rates specified in the applicable proposal, job order, booking invoice, or Statement of Work before commencing and signing the Client Services Agreement exclusive of any remittance charges, intermediary bank charges and/or other related charges.

3.7. SECURITY DEPOSIT (IF APPLICABLE). Client shall also pay the Company a one (1) Month Security deposit as stipulated in the proposal, job order, booking invoice, or Statement of Work to secure Company’s severance pay upon contract expiration, or in case of any unforeseen circumstances from the Client such as bankruptcy, business closure, delayed payments and/or other related circumstances.

3.8. EXPENSES. Client shall reimburse Company for all actual and mutually accepted expenses that are authorized by Client in an applicable proposal, job order, booking invoice, Statement of Work or otherwise agreed in writing in advance, reasonably incurred by Company and Company personnel in the course of performing the Services hereunder and evidenced by receipts provided to Client (“Expenses”).

3.9. INVOICES. Unless otherwise specified in the applicable proposal, job order, booking invoice, or Statement of Work, Company will invoice Client every 1st of the month as an advance payment for the next month’s Services and Expenses exclusive of any remittance charges, intermediary bank charges and/or other related charges. Invoices for Services rendered on a time and materials basis will indicate a breakdown and distribution of charges, by individual, at the rates specified in the applicable proposal, job order, booking invoice, or Statement of Work. Proposal, Job Order, Booking Invoice, or Statement of Work for Services rendered on a fixed fee basis will indicate the basis upon which the fees are due and payable (e.g., milestones achieved or dates reached).

3.10. TAXES. In addition, Client shall be responsible for paying any applicable sales, use, excise, value added, or similar taxes, duties, or assessments imposed upon the Services rendered hereunder by any federal, state, local, or foreign government authority, exclusive of any taxes based upon Company's income or payroll.

3.11. PAYMENTS. Each invoice shall be due and payable to Company’s nominated bank account or in any money remittance facility at the address specified in the preamble to this Agreement, in U.S. dollars within three (3) calendar days after receipt of such invoice and any past due undisputed amounts shall thereafter accrue 3.5% interest, until paid, at the maximum interest rate permitted under applicable law.

3.12. NO OTHER CHARGES. Except as expressly set forth in this Agreement, including in an applicable proposal, job order, booking invoice, or Statement of Work, there shall be no other charges, fees, expenses, costs or other amounts payable by Client in respect of the Services.

3.13. COMPENSATION OF COMPANY'S PERSONNEL. Company shall bear sole responsibility for the payment of compensation to its required personnel, independent contractors and employees. Company shall pay and report, for all personnel assigned to Client' work, any employment-related taxes or charges applicable to such personnel as independent contractors or employees of Company. Company shall bear sole responsibility for any health or disability insurance, retirement benefits, or other welfare or pension benefits, if any, to which such personnel may be entitled.

Independent Contractors or Subcontractors shall bear sole responsibility for any engagement-related taxes or charges applicable to such engagement. Independent Contractors or Subcontractors shall bear sole responsibility for its own health or disability insurance, retirement benefits, or other welfare or pension benefits, if any, to which such personnel may be entitled.

3.14. AUTO DEBIT AUTHORIZATION. The Client hereby authorize the Company to regularly schedule recurring fees or charges to the Client’s nominated Debit or Credit Card via the Online Recurring Payment Facility. Client will be charged the amount indicated in the proposal, job order, booking invoice, or SOW (Statement of Work), the Terms of service, and this agreement. A receipt for each payment will be provided to you and the charge will appear on your credit card statement. Client agrees that no prior-notification will be provided unless the date or amount changes, in which case the Client will receive notice from the Company at least (30) days prior to the payment being collected.

The Client also understands that this authorization will remain in effect until the Client cancels it via the Online Recurring Payment Facility and in writing to the Company thirty (30) days prior to the intended date of cancellation. The Client also certifies to be an authorized user of the Debit or Credit Card and will not dispute these scheduled transactions; so long as the transactions correspond to the terms indicated in this authorization clause.

3.15. BUYOUT OF INDEPENDENT CONTRACTORS OR SUBCONTRACTORS. If the Client expresses to buy out the Company’s Independent Contractor or Subcontractor, the Client agrees to pay the Company equivalent to 30% of the offshore or onshore Staff’s one year salary.

4. OWNERSHIP, ASSIGNMENT AND BACKGROUND TECHNOLOGY.

4.1. INVENTIONS AND INTELLECTUAL PROPERTY RIGHTS (PROJECT BASED. As used in this Agreement, the term “Invention” means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights therein.  The term “Intellectual Property Rights” means all trade secrets, copyrights, trademarks, mask work rights, patents and other intellectual property rights recognized by the laws of any country. 

4.2. BACKGROUND TECHNOLOGY (PROJECT BASED). As used in this Agreement, the term “Background Technology” means all Inventions used or developed by the Company other than in the course of providing services to Client hereunder, and all Inventions acquired or licensed by Company that Company uses in performing services under this Agreement or incorporates into Work Product.  Company will disclose any Background Technology which the Company proposes to use or incorporate.  If Company discloses no Background Technology, Company warrants that it will not use Background Technology or incorporate it into Work Product provided pursuant thereto.

4.3. LICENSE TO BACKGROUND TECHNOLOGY (PROJECT BASED). Company hereby automatically upon receipt of the full payment from Client, assigns and transfers to Client a non-exclusive, fully-paid, and world-wide right, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, exercise, assume and maintain any and all present or future license to use, subscriptions, rights and liabilities in the Background Technology incorporated or used in Work Product.

4.4. OWNERSHIP AND ASSIGNMENT OF WORK PRODUCT (PROJECT BASED). Company agrees that upon receipt of the full payment from Client, any and all Work Product will be the property of Client.  If Company has any rights to the Work Product that are not owned by Client upon creation or embodiment, Company hereby automatically upon receipt of full payment from Client assigns and transfers to such Client all rights, liabilities, titles and interests worldwide in and to such Work Product. 

Moreover, after the Company successfully assigned and transferred the ownership of Work Product to the Client, the Client hereby automatically upon receipt of ownership of the Work Product from the Company assumes all rights, liabilities, titles and interests worldwide including paying the recurring subscriptions, if applicable, in order to retain access to any third party Background Technologies incorporated or used in the Work Product by the Company.

4.5. CLIENT PROPERTIES. As between Company and Client, Client will at all times be and remain the sole and exclusive owner of any documents or other tangible or intellectual property (“Client Properties”) provided by Client to Company under this Agreement. Including any softwares, designs, content, methodologies, techniques, processes, inventions, materials or other deliverables developed in whole or in part by Company or its independent contractors, or otherwise provided to Client in connection with this Agreement (and associated intellectual property rights) shall be the property of Client (“Client Properties”). As between Company and Client, Client shall at all times be and remain the sole and exclusive owner of the Client Properties.

5. CONFIDENTIALITY, NON-CIRCUMVENTION, NON-COMPETE, NON-SOLICITATION, NON-DEALINGS, AND NON-DISPARAGEMENT.

5.1 GENERAL. In the performance of this Agreement or in contemplation thereof, each party and its employees, agents and independent contractors may have access to confidential information owned or controlled by the other party (hereinafter “Confidential Information”). All Confidential Information supplied by one party to the other which is clearly marked “Confidential” or which is derived there from shall remain the exclusive property of the party supplying the same. The receiving party shall use a reasonable degree of care, which in any event shall not be less than the same degree of care which the receiving party uses to protect its own Confidential Information, to keep, and have its employees, agents and independent contractors keep, confidential any and all Confidential Information. In keeping therewith, the recipient shall not copy, publish or disclose the Confidential Information to others, or authorize its employees, agents, independent contractors or anyone else to copy, publish or disclose it to others, without the disclosing party’s written approval, nor shall the receiving party make use of the Confidential Information except for the purposes of executing its obligations hereunder, and shall return the Confidential Information to the disclosing party at its request. The parties agree that the Company Properties and the Client Properties shall be deemed Confidential Information, as are all documentation, descriptions, and embodiments thereof.

Confidential Information” includes, but is not limited to, all information related to both parties’ business and its actual or anticipated research and development, including without limitation to (i) trade secrets, background technologies, inventions, ideas, processes, computer source and object code, formulae, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques; (ii) information regarding products or plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers; (iii) information regarding the skills and compensation of Company service providers, employees, contractors, and any other Company; (iv) the existence of any business discussions, negotiations, or agreements between Company and any third party; and (v) all such information related to any third party that is disclosed to Client or to Company during the course of business (“Third Party Information”).

5.2. LIMITATIONS ON CONFIDENTIALITY OBLIGATIONS. These non-disclosure obligations will not apply to Confidential Information which: (a) becomes generally known to the public by publication or by any means other than a breach of duty on the party of the recipient hereunder; (b) is information previously known to the recipient; (c) is information independently developed by or for the recipient; or (d) is information released by the owning party without restriction or released pursuant to a judicial or governmental decree; (e) Company own skill, knowledge, know-how, and experience. If required by order of any government authority, recipient may disclose to such authority the other party’s Confidential Information to the extent required by such order, provided that recipient shall first use its best efforts to obtain a protective order reasonably satisfactory to the disclosing party sufficient to maintain the confidentiality of such data, information, or materials.

5.3 NON-CIRCUMVENTION. The Parties hereby agree and will not for the duration of this agreement and for the duration of the Non-Circumvention period (listed in Part 1) that their business involves, among other activities, introducing, participating, effectuating, and consummating transactions between their respective contacts, including other Parties and Affiliates (each, a "Transaction"). In consideration of the foregoing, each undersigned Party hereby irrevocably agrees and warrants that it and its Affiliates shall not, directly or indirectly, interfere with, circumvent, attempt to circumvent, avoid or bypass any Party from any Transactions between the Parties' contacts, or obviate or interfere with the relationship of any Party and its contacts for the purpose of gaining any benefit, whether such benefit is monetary or otherwise. The Parties also undertake not to make use of any third party to circumvent this paragraph.

The Parties hereby legally and irrevocably bind themselves and guarantee to each other that they shall not directly or indirectly contact or communicate with, or submit a request for a product or service outside the scope of work as stated in each statement of work, proposal, invoice or any other similar vehicle  to, any contact, entity, or institution introduced by a Disclosing Party to a Receiving Party without the prior case-by-case written approval of the Disclosing Party authorizing such contact or communication.

This Agreement shall be binding upon all Affiliates and other related entities of a Party and upon the principals, employees, assignees, heirs, and/or successors-in-interest of each Party, and none of the Parties shall have the right to assign this Agreement without the express written consent of the other Parties, any violation of this clause shall be dealt accordingly.

(“Affiliate”) Any Person that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, the Persons specified. Affiliates shall additionally mean the Parties' present and future related parties, including, but not limited to, partners, directors, officers, managers, equity holders, associates, agents, representatives, assignees, employees, contractors, successors, and any other Persons contractually bound in any instance by them.

(“Person”) should cover any business entity, trust, or natural person.

5.4 NON-COMPETE. Client and its representatives agree and will not for the duration of this agreement and for the duration of the Non-compete period (listed in Part 1) beginning after termination of this agreement (for whatever reason) become or remain personally engaged, concerned or interested either directly or indirectly and whether as principal, employee, agent, consultant, director or shareholder (other than shareholder in a public listed company) in an enterprise located in Philippines which provides Similar Services except with our written consent.

5.5 NON-SOLICITATION AND NON-DEALINGS. During the term of this agreement and for the Non-solicitation period (listed in Part 1) after termination or expiry of this agreement, the Client and its representatives severally covenant not to, whether on their, his or her own account or jointly in conjunction with or on behalf of any other person, partnership, company or entity, directly or indirectly in any capacity:

I. Approach (by whatever means or media) our Clients, Strategic Partners, or Supporters, with the intention of enticing them away from us or assisting anyone else to do so; or

II. Employ or otherwise engage any employee or contractor of ours or induce or attempt to induce any employee or contractor of ours to terminate his or her employment or relationship with us; or

III. Personally provide or offer to provide or arrange Similar Services to or for any Client, Strategic Partner or Supporter of ours or with whom you have at any time during the term of this agreement had dealings otherwise than through us in accordance with this Agreement.

5.6 NON-DISPARAGEMENT. Client and its representatives agree that will not, both during the term of this agreement and at any time after termination:

I. Make any disparaging or derogatory comments, whether oral or in writing, about us, our agents, employees, or contractors for any reason; or

II. Do anything calculated to damage our reputation, goodwill or Intellectual Property.

6. INDEMNIFICATION.

6.1. INTELLECTUAL PROPERTY. If either party (each, as applicable, an “Indemnitee”) becomes subject to a claim against it that any portion of the Properties supplied by the other party (an “Indemnitor”) (i.e., the Client Properties in the case of Client as Indemnitor, and the Company Properties or Deliverables, in the case of Company as Indemnitor) infringes a proprietary right of a third party, the Indemnitor shall, with respect to and to the extent of the portion of the claim pertaining to such Property, at its sole expense, defend, indemnify and hold harmless the Indemnitee with respect to such claim. and all costs, expenses (including reasonable attorneys' fees), fines, penalties, deficiencies, losses, liabilities (including settlements and judgments) resulting from, arising from or relating to such claim. THIS SECTION SETS FORTH THE COMPLETE LIABILITY OF THE PARTIES WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

7. REPRESENTATIONS AND WARRANTIES

7.1. REPRESENTATIONS AND WARRANTIES OF CLIENT.

7.1.1. RIGHTS AND TITLES. Client hereby represents and warrants that it has and for the duration of this Agreement shall have all rights required for the performance of its obligations hereunder and has and for the duration of this Agreement shall have the authority and the legal right to enter into this Agreement.

7.1.2. PRIVACY LAWS. Client hereby represents and warrants that the information to be provided to Company in connection with the Services is not subject to any local, foreign laws specifically U.S. or U.K. privacy laws or regulations and can be processed outside the United States and United Kingdom without violation of any U.S. and U.K. privacy laws or regulations.

7.2. REPRESENTATIONS AND WARRANTIES OF COMPANY.

7.2.1. RIGHTS AND TITLES. Company hereby represents and warrants that it has and for the duration of this Agreement shall have all rights, titles or interests in the Company Properties and Deliverables required for the performance of its obligations hereunder and has and for the duration of this Agreement shall have the authority and the legal right to enter into this Agreement.

7.2.2. SERVICES. Company further represents and warrants that the Services provided under this Agreement will be of commercially reasonable quality in accordance with any specifications or requirements set forth in a proposal, job order, booking invoice, or Statement of Work and will be performed in a good and workmanlike manner and in accordance with industry standards. Any claim for breach of Company's warranties under this Section 7.2.2 must be made, by written notice to Company, within thirty (30) days following the date of completion of the Services for which the claim is made. Company shall have a thirty (30) day period following receipt of any such notice in which to cure a breach. Client’s sole and exclusive remedy for any breach of this Section 7.2.2 shall be for Company to repertory the Services that are the subject of the written notice.

7.2.3. COMPLIANCE WITH LAW. Company is and for the duration of this Agreement shall be in compliance with all federal, state, local and foreign laws, governmental regulations, rules and requirements and binding administrative and court orders (collectively “Laws”) applicable to Company, including all Laws applicable to its provision of the Services.

7.2.4. USE WARRANT. Permission is granted to provisionally download one copy of the materials (information) on Stafify’s web site for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license, Client may not (i) Modify or copy the materials; (ii) Use the materials for any commercial purpose, or for any public display (commercial or non-commercial); (iii) Attempt to decompile or reverse engineer any software contained on Stafify’s website; (iv) Remove any copyright or other proprietary notations from the materials; or (v) transfer the materials to another person or “mirror” the materials on any other server.

7.2.5. DISCLAIMER. The materials on Stafify’s website are provided “as is”. Stafify makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Furthermore, Stafify does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its website or otherwise relating to such materials or on any sites linked to this site.

7.2.6. LINKS. Stafify has not reviewed all of the sites linked to its website and is not accountable for the contents of any such linked site. The inclusion of any link does not suggest endorsement by Stafify of the site. Use of any such linked website is at the user’s own risk.

7.2.7. REVISIONS AND ERRATA. The materials appearing on Stafify’s website could include technical, typographical, or photographic errors. Stafify does not warrant that any of the materials on its website is accurate, complete, or current. Stafify may make changes to the materials contained on its website at any time without notice. Stafify does not, however, make any commitment to update the materials.

7.3. NO OTHER WARRANTY. EXCEPT AS PROVIDED IN THIS AGREEMENT, (A) NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, FROM A COURSE OF PERFORMANCE OR DEALING, TRADE USAGE, OR OF UNINTERRUPTED OPERATION WITHOUT ERROR, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND (B) WITHOUT LIMITING COMPANY'S OBLIGATION TO DELIVER THE SERVICES AND/OR DELIVERABLES SET FORTH IN A PROPOSAL, JOB ORDER, BOOKING INVOICE, OR STATEMENT OF WORK, COMPANY MAKES NO GUARANTEES WITH REGARD TO THE RESULTS OBTAINED FROM THE OPERATION OR USE BY CLIENT OF THE CLIENT PROPERTIES OR COMPANY PROPERTIES. THE LIMITED WARRANTY SET FORTH IN THIS AGREEMENT IS MADE FOR THE BENEFIT OF CLIENT ONLY.

8. LIMITATION OF LIABILITY

8.1. COMPANY'S OR CLIENT'S LIABILITY FOR ANY REASON (EXCLUDING CLIENT'S LIABILITY FOR PAYMENT OF COMPANY'S SERVICES FEES) AND UPON ANY CAUSE OF ACTION, WHETHER SOUNDING IN TORT, CONTRACT, OR ANY OTHER LEGAL THEORY, SHALL AT ALL TIMES AND IN THE AGGREGATE BE LIMITED TO THE AMOUNTS ACTUALLY PAID BY CLIENT TO COMPANY UNDER THE APPLICABLE PROPOSAL, JOB ORDER, BOOKING INVOICE, OR STATEMENT OF WORK DURING THE PREVIOUS SIX (6) MONTHS.

8.2. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3. THE FOREGOING LIMITATIONS OF LIABILITY (INCLUDING THE DAMAGES CAP AND THE EXCLUSIONS SET FORTH IN THE IMMEDIATELY PRECEDING TWO PARAGRAPHS) SHALL NOT APPLY TO THE INDEMNIFICATION OBLIGATIONS SET FORTH HEREIN, A BREACH OF THE CONFIDENTIALITY AGREEMENT, OR DAMAGES CAUSED BY GROSS NEGLIGENCE, RECKLESS CONDUCT OR WILLFUL MISCONDUCT.

9. TERM AND TERMINATION

9.1. TERM. The term of this Agreement shall commence on the Effective Date based on your access, use, account registration, availment or purchase as specified and in accordance with the proposal, job order, booking invoice, the Statement of Work ("SOW"), and this agreement and, unless earlier terminated in accordance with this Section 9, shall continue through the end of the last extant of the proposal, job order, booking invoice, Statement of Work and this agreement.

9.2. TERMINATION. This Agreement may be terminated (a) by either party if the other party defaults in the performance of any of its material obligations (or repeatedly defaults in the performance of any of its other obligations) under this Agreement (i) upon at least thirty (30) days' notice to the breaching party if such default is capable of being cured and the breaching party does not cure such default within thirty (30) days from the non-breaching party's default notice or (ii) immediately upon notice to the breaching party if such default is not capable of being cured, and (iii) by either party upon notice received (90) days prior to the end of the then current term; provided that this Agreement shall not be terminated under this clause (b) with respect to all outstanding Statements of Work until such Statements of Work expire or are completed or terminated in accordance with their terms, including any notice requirements provided therein. Client's obligation to make payment for Services performed by Company or its contractors or subcontractors prior to termination shall survive any termination of this Agreement.

9.3. TERMINATION OF WEBSITE/WEB-APP/MOBILE-APP OR OTHER PLATFORM'S USAGE. The license shall automatically terminate if the Client violate any of these restrictions and may be terminated by Stafify at any time. Upon terminating the Client viewing of these materials or upon the termination of this license, the Client must destroy any downloaded materials in possession – whether in electronic or printed format.

9.4 RETURN OF CLIENT PROPERTIES. Upon termination of the Agreement, the expiration or termination of a Proposal, Job Order, Booking Invoice, Statement of Work (a) any and all licenses granted to Company to perform Services under such Proposal, Job Order, Booking Invoice, or Statement of Work, shall automatically terminate, and (b) Company shall deliver to Client, in the manner requested by Client all of the Client Properties (including all Deliverables, whether completed or in-progress) relating to such Proposal, Job Order, Booking Invoice, or Statement of Work in the form then in use. 

10. GENERAL PROVISIONS. 

10.1. COMPLETE AGREEMENT. This Agreement, including any Statements of Work hereunder, is the complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior proposals, understandings, and agreements, whether oral or written, between the parties with respect to the subject matter hereof. This Agreement may not be modified except by a written instrument executed by authorized representatives of the parties. The pre-printed terms and conditions of any purchase order or other ordering document issued by either party in connection with this Agreement shall not be binding on the other party and shall not be deemed to modify this Agreement.

10.2. NO WAIVER. No failure to exercise, and no delay in exercising, on the part of either party, any right, power or privilege hereunder will operate as a waiver thereof, nor will any party's exercise of any right, power or privilege hereunder preclude further exercise of the same right or the exercise of any other right hereunder.

10.3. SEVERABILITY. If any part of this Agreement shall be adjudged by any court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby and shall be enforced to the maximum extent permitted by applicable law.

10.4. FORCE MAJEURE. Either party shall be excused from performance and shall not be liable for any delay in whole or in part, to the extent caused by the occurrence of any events beyond the reasonable control either of the excused party or its subcontractors or suppliers, for as long as such event continues and the excused party continues to use its best efforts to recommence performance whenever and to whatever extent possible without delay, including through the use of alternate sources, workaround plans or other means.

10.5. NOTICES. Any notice required or permitted hereunder to the parties hereto will be deemed to have been duly given if in formal email and/or in writing to the email or physical address of the receiving party as set forth on the initial page hereof or such other address as may be specified by such party in a notice delivered to the other party in accordance with this Section and delivered by: (i) corporate or business email, certified mail, return receipt requested, postage prepaid; (ii) nationally recognized overnight courier, delivery charges prepaid; or (iii) by hand delivery with signed receipt. Any notice shall be deemed delivered: (a) on the fifth (5th) business day following deposit of such notice with the Postal Service if notice is given in accordance with (i), above; (b) on the second (2nd) business day following deposit of such notice with the courier if notice is given in accordance with (ii), above; or (c) on the date of actual delivery if notice is given in accordance with (iii), above.

10.6. GOVERNING LAW, JURISDICTION AND VENUE. This Agreement shall be deemed to have been made in the City of Olongapo, Philippines, and shall be construed pursuant to the Laws of the Republic of the Philippines, excluding its choice of law principles.

10.7. ASSIGNMENT. Neither party may assign or delegate any or all of its rights (other than the right to receive payments) or its duties or obligations hereunder without the consent of the other party, which consent shall not be unreasonably withheld; provided, however, that either party may assign this Agreement, without the need to obtain consent of the other party, to a successor in interest to substantially all of the business of that party to which this Agreement relates. An assignee of either party authorized hereunder shall be bound by the terms of this Agreement and shall have all of the rights and obligations of the assigning party set forth in this Agreement.

10.8. SUBCONTRACTING. Company shall have the right to subcontract some or all of the Services specified in a Proposal, Job Order, Booking Invoice, or Statement of Work to an individual or entity offshore or located outside the Client’s Location. No subcontracting shall release Company from its responsibility for its obligations under this Agreement. Company shall be responsible for the work and activities of each of its contractors, including compliance with the terms of this Agreement. Company shall be responsible for all payments to its independent contractors. Company shall enter into confidentiality agreements with any independent contractors with provisions at least as restrictive as the provisions of Section 5 of this Agreement.

10.9. EXPORT. Company shall not knowingly export or re-export any personal computer system, part, technical data or sub-elements under this Agreement, directly or indirectly, to any destinations prohibited by the Philippine Government. The term “technical data” in this context, means such data as is defined as technical data by applicable Philippines export regulations.

10.10. SURVIVAL. Each of the provisions of this Agreement shall remain in full force and effect through the End Date of this Agreement, and the terms which by their nature should survive, shall survive such Ending Date. The “Ending Date” shall be the effective date of the expiration or termination of this Agreement.

10.11. TERMS OF SERVICE CHANGES OR UPDATES. Although most changes are likely to be minor, Stafify may change its Terms of Service from time to time, and in Stafify’s sole discretion. Stafify encourages visitors to frequently check this page for any changes to its Terms of Use. If you have a WordPress.com account, you should also check your blog’s dashboard for alerts to these changes. Your continued use of Stafify websites, platforms, products, work products, solutions and services after any change in this Terms of Service will constitute your acceptance of such change. Stafify may revise these terms of use for its website at any time without notice. By using Stafify websites, platforms, products, work products, solutions and services, you are agreeing to be bound by the then updated version of these Terms of Service.

11. DURATION.

This Terms of Service ("ToS") agreement will be in effect from the EFFECTIVE DATE up to the final DELIVERY DATE as specified and in accordance with the Proposal, Job Order, Booking Invoice, the Statement of Work ("SOW"), and this agreement, and may be updated at any time. Either party can terminate this agreement with (90) days written notice without prejudice, or upon failure to perform the said responsibilities stated above.

Terms of Service (For Independent Contractors or Service Providers)

I. THE MAIN TERMS OF OUR AGREEMENT

Our Name & Address:

Stafify 2F, Lot 17, Greenwoods Park, Rizal Highway, SBFZ, PH, 2222

Your Full Name & Complete Address:

Based in your Supplied Information in the Account Registration (Sign-Up)

Short Description of the Services:

Based in the Published Service Description in the Website, Web or Mobile based applications, sales channels and other platforms.

Effective Date & Ending Date

The term of this Agreement shall commence on the Effective Date based on your access, use, account registration, availment or purchase as specified and in accordance with the proposal, job order, booking invoice, the Statement of Work ("SOW"), and this agreement and, unless earlier terminated in accordance with this Section 13, shall continue through the end of the last extant of proposal, job order, booking invoice, Statement of Work and this agreement.

Engagement Type TBA
Engagement Period TBA

Compensation/Retainer

Based on our Mutually Accepted Hourly Rate

Working Schedule TBA

Locations & Areas Where Services to be Provided :

Anywhere in the Philippines (On-Site, On-Demand, Online)

Product’s & Equipment’s Provided By You:

You will provide a range of paraphernalia’s and other related service equipment’s and consumables based by the Stafify’s Accepted Standards.

Name(s) of Required Personnel Provided By You 

 Not Applicable

Terms of this Agreement: This agreement shall automatically terminate upon the occurrence of any one of the following: A) Cessation of the COMPANY’s business; B) Bankruptcy, receivership, or dissolution of the company. C) Written notice by company. E) Expiration of this Agreement F) Violation of Company Policy prescribing you and the required personnel to be terminated or disengaged.
Assigned Client or Company TBA
Probationary Period 6 Months
Non-Disclosure & Confidentiality During and After Termination
Non-Circumvention During and After Termination
Non-Compete Period: 36 Months

Non-Solicitation & Non-Dealings Period:

36 Months

Non-Disparagement Period

36 Months

Notice Period:

3 Months

Special Conditions:

In case, the SERVICE PROVIDER wants to terminate service engagement with valid reason(s) the SERVICE PROVIDER shall first settle unpaid balance as stipulated in the Stafify Training Agreement (Annex B) if any and, shall look for replacement, and render work based from the prescribed notice period following the receipt date of the service disengagement letter for proper service turnover.

II. HOW THIS AGREEMENT WORKS

1. YOUR STATUS AS AN INDEPENDENT CONTRACTOR OR SERVICE PROVIDER

A. You (Including the Required Personnel) are and shall remain at all times an independent self-employed contractor and not our servant, agent, employee or partner. You hereby acknowledge and confirm that nothing expressed or implied herein shall create the relationship of employee and employer between you and us.

B. You shall be responsible for your own tax affairs (including the Required Personnel), payment of any remuneration to the Required Personnel, and payment of any social security, health care or any other applicable compulsory or regulatory contributions or levies both on your own behalf and on behalf of the Required Personnel.

2. EFFECTIVE DATE

A. You shall start providing the Services on the effective date and shall end on the ending date as stated in Part 1.

3. TERMINATION WITHOUT REASON

A. Either party may terminate this agreement without giving a reason by providing written notice for the period stated in Part 1.

4. TERMINATION FOR SERIOUS BREACHES OF THIS AGREEMENT

A. Without limiting clause 5a, we may terminate this agreement by immediate notice if:

I. You or the Required Personnel commits any act of dishonesty;

II. You or the Required Personnel is charged with any offence which in our opinion is likely to adversely affect our business or standing;

III. You, being a corporation, are insolvent, have a receiver or an administrator appointed over the whole or any part of your property, enter into any compromise or arrangement with your creditors or have a liquidator or an Interim liquidator appointed;

IV. You or the Required Personnel commits an act of bankruptcy;

V. You and/or the Required Personnel commit a serious breach of this agreement which is incapable of remedy;

VI. You and/or the Required Personnel commit any act which in our opinion is incompatible with your continued due performance of the Services; or

VII. You and/or the Required Personnel breaches any clause in Part 5.

5. TERMINATION FOR NON-SERIOUS BREACHES OF THIS AGREEMENT

A. We may terminate this agreement by immediate notice if you and/or the required personnel:

I. Breach any part of clause 15 or clause 17 on more than one occasion in any 4-week period.
II. Breach this agreement, and where the breach is capable of remedy, have failed to remedy it within the time (being a reasonable time in all the circumstances, but in no event greater than 5 days) specified in a notice to you requiring its remedy.

6. CONSEQUENCES OF TERMINATION

A. In the event that we terminate this agreement pursuant to clause 4 or clause 5 we shall have the right, without prejudice to any other rights or remedies we may have, to deduct from or set-off against moneys due and owing to you such reasonable sum as we may determine for any loss or damage we sustain in consequence of such breach.

B. Termination shall not affect:
I. The rights and liabilities of the parties in relation to any matter arising prior to termination;
II. Those provisions of this agreement which are intended to survive termination or cancellation including, without limitation, Part 5 of this agreement (which shall survive termination or cancellation of this agreement).

7. YOUR LIABILITY

A. You and/or the Required Personnel shall be personally liable for and pay any fines which may be imposed on you, the Required Personnel or on us for breaches by you and/or the Required Personnel of any statute or regulations during performance of the Services.

B. You and the Required Personnel shall jointly and severally indemnify and keep indemnified us, our servants and agents from and against all losses, damages, costs, actions, proceedings, claims and demands which we may incur, or be subject to, arising out of or as a consequence of, any breach by you of any term of this Agreement or the negligent or wrongful act or default on your part.

C. Neither you nor the Required Personnel have authority to pledge credit, enter into any commitment or incur liability on our behalf without our written approval.

8. AMENDMENTS TO THIS AGREEMENT

A. No amendment or waiver of any provision of this agreement, nor any consent to any departure by either of us from any such provision, shall in any event be of any effect, unless it is in writing, signed by both of us or, in the case of a waiver, by the party giving it.

10. WAIVERS

A. No failure, delay or relaxation on the part of either of us in exercising any right or power conferred upon such party pursuant to this agreement will operate as a waiver of such power or right, nor will any single or partial exercise of any such power or right or any single failure to do so, preclude any other or future exercise thereof, or the exercise of any other power or right under this agreement.

11. NO ASSIGNMENT

A. You may not sell, transfer, assign or subcontract all or any part of your interests or obligations under this agreement.

12. NOTICES

A. Our address for service of any notice from you under this agreement is the address of our registered office for the time being, and your address for service of any notice from us shall be the address stated in this agreement unless you notify us in writing to the contrary.

13. DISPUTE RESOLUTION

A. Apart from issues relating to your legal status as an independent contractor, we acknowledge our intention that all questions or differences which may arise between us concerning this agreement, its subject matter or interpretation, will be resolved amicably by negotiation.

B. Where any question or difference is not resolved pursuant to clause 13a, either of us may require the dispute to be referred to mediation by giving notice to the other party setting out the nature of the mediation. The mediation shall be conducted in Olongapo City, Philippines.

C. We shall agree on the appointment of a mediator but in the absence of agreement a mediator shall be appointed by us.

D. We will both appoint a representative with authority to settle the matter who will participate in the mediation and use their best endeavors to reach an agreed solution.

E. All proceedings and disclosures in the course of the mediation will be conducted and made without prejudice to the rights and position of the parties and any subsequent arbitration or other legal proceedings.

F. No decision or recommendation of the mediator will be binding on the parties in respect of any matters other than the conduct of the mediation.

G. The costs of the mediation other than the parties’ legal costs will be borne equally by the parties, who will be severely liable to the mediator in respect of their respective share of the mediator’s fees.

III. THE SERVICES YOU HAVE AGREED TO PROVIDE

14. THE SERVICES YOU AGREE TO PROVIDE

A. You agree to provide the services stated or referred to in Part 1 (the “Services”).

15. PERFORMANCE OF THE SERVICES BY REQUIRED PERSONNEL

A. Personal performance: You have been engaged to provide services to us on the clear understanding that you and/or the Required Personnel will (except as expressly provided otherwise in paragraph (b) of this clause) perform the Services and therefore it is a requirement of this agreement that you and/or the Required Personnel perform the Services.

B. Prompt and expeditious performance of Services: You (including the Required Personnel) will promptly commence and expeditiously carry out the performance of the Services and will give priority to the Company’s requirements over and above your other business commitments (if any). If, for whatever reason, you and/or the Required Personnel is unable to perform or complete the Services, you shall either:

I. Immediately inform us in order to give us sufficient time to make alternative arrangements;

II. Arrange at your own expense a qualified competent substitute to perform the Services, subject to our right (exercised reasonably) to reject any substitute person and subject further to the substitute person (if accepted by us) having first signed a written undertaking to observe and abide by the provisions of Part 5 of this agreement.

C. Failure to attend to or complete tasks: In the event that you and/or the Required Personnel is or becomes, in our opinion, unable to attend to or complete a task assigned, we may at our discretion withdraw the task from you and give it to another contractor or complete the task ourselves without any liability to pay fees to you for the task (or any part of the task) which you and/or the Required Personnel was not able to attend to or complete.

D. Our representative: Subject always to paragraph (e) of this clause, in the performance of your obligations under the agreement, you and the Required Personnel shall take instructions from, and liaise with, our representative stated in Part 1.

E. Manner of performance: Subject always to the express requirements of this agreement, the manner in which you perform the Services shall be at your discretion but such discretion shall be exercised at all times in such a way as to ensure that our interests (including, but not limited to, the instructions given by our representative) and those of our clients are recognized as paramount and are met.

16. WHERE YOU WILL PERFORM THE SERVICES

A. The Required Personnel shall perform the Services at the place stated in Part 1 or such other place as we may, from time to time, specify.

17. THE STANDARDS YOU MUST KEEP

A. Service levels: Subject to the provisions of this agreement, you and the Required Personnel will perform the Services competently, promptly and diligently in accordance with industry standards and in accordance with our directions, as notified to you and or the Required Personnel from time to time.

B. You and the Required Personnel shall ensure that in providing the Services the Required Personnel is up to date with the latest standards and practices within the industry.

C. You and the Required Personnel will endeavor to maintain, improve and extend our business and to protect our interests at all times and will not be engaged directly or indirectly in any capacity in any enterprise or activity which might conflict with our interests and, if so required by us, provide (at our cost) a statutory declaration to that effect.

D. The Services shall be performed in accordance with, and shall not violate applicable laws, rules or regulations.

E. You will indemnify us against any loss, claims or legal proceedings and any costs incurred in respect of the foregoing (including legal costs on a full indemnity basis) which may arise from your performance of the Services.

F. Health and Safety: You and the Required Personnel shall at all times comply with all legislation, regulations and any industry codes of practice applying to the provision of the Services including all applicable health and safety requirements.

IV. OUR OBLIGATIONS TO YOU

18. PAYMENT FOR SERVICES RENDERED

A. Your fee: You shall be paid the retainer stated in Part 1. You acknowledge and confirm that apart from the amounts stated in Part 1, you are not entitled to, and we will not be liable to pay to you, any fees or monies (including, but not limited to, any expenses incurred by you) for the Services.

B. Payment: We will pay the retainer to you in the currency and on the frequency stated in Part 1. Our accounts team will automatically generate on your behalf an invoice for each payment cycle stated in Part 1 thereby releasing you from the need to provide us with an invoice.

C. Deductions: We will be entitled to deduct from or set-off against payments due to you:

I. amounts payable by you and/or the Required Personnel to us; and

II. withholding tax and other taxes (if any) we are legally required to deduct.

D. Accounts: You will keep an up to date record of all accounts relating to the Required Personnel’s your (including the Required Personnel's) performance of the Services, and shall make such accounts available for our inspection at our request.

19. EQUIPMENT AND TOOLS

A. To assist you and/or the Required Personnel in providing the Services, we shall supply you with any equipment and resources listed in Part 1. Otherwise it shall be your responsibility to provide all equipment or tools necessary for the purposes of performing the Services as also listed in Part 1.

B. If you or the Required Personnel damage any equipment we provide or make available to you (excluding damage caused by fair wear and tear) you and the Required Personnel shall either repair such damage to our satisfaction or pay us for its replacement value.

C. Any equipment provided by us must be returned immediately on termination of this agreement.

V. RESTRICTIONS, COVENANTS AND OTHER OBLIGATIONS IMPOSED BY THIS AGREEMENT

20. DEFINITIONS

A. In this Part, unless the context otherwise requires:

I. “Background Information” means all Company Information, Confidential Information and all Client Materials which exists as at the date of this agreement and all materials, reports and all technical and other information and Intellectual Property Rights which is not Foreground Information;

II. “Company” means us and shall include our subsidiaries, associates and related companies, including but not limited to Stafify Business Process Outsourcing or Stafify Business;

III. “Company Information” includes information of any kind and in any form or state which is capable of any visual or audible representation, which relates to the Company, including Client Materials; know-how; information relating to, or provided by, its shareholders, Customers, clients, directors, officers, employees, professional contractors, Strategic Partners, Supporters, suppliers or agents; information relating to its products, services, business systems, business policies and procedures, business transactions and contracts, business risks and business opportunities; its financial accounts and records and legal advice; and shall include Records; Reports; Background Information; Foreground Information; as well as information derived or developed from any of the foregoing;

IV. “Confidential Information” means all Company Information and know-how and Client Materials which are not in the public domain which at the time of provision is either marked or otherwise designated to show expressly that it is imparted in confidence, or by its very nature it can be reasonably implied that it is imparted in confidence, and includes any copy of the foregoing;

V. “Client” means a client of ours determined as a matter of common sense;

VI. “Client Materials” includes all photographs, diagrams, images, sound recordings, musical, artistic and literary works and all other content material and information of every kind produced, developed or otherwise created for a Client;

VII. “Foreground Information” means all materials, Reports and all technical and other information (including but not limited to any Company Information or information derived or developed from Company Information), results, designs, concepts, processes, systems, formulations, refinements, inventions and other matters or materials capable of intellectual property protection which is created, conceived, or developed (in whole or in part) by you in the course of providing the Services;

VIII. “Intellectual Property Rights” means any patent, invention, design right, copyright, trademark or service mark (whether registered or unregistered), and any application to register any of these rights, any trade secret, right in unpatented know-how, right of confidence, database right and any other intellectual property right of any nature whatsoever in any part of the world, currently existing or arising in the future;

IX. “know-how” means all trade secrets, technical data and formulae, technical analyses, pricing information, computer programs, know-how, research records, market surveys, market analysis, sales processes, Client, Strategic Partner, Supporter and supplier lists and similar data, competitor information and all derivations, developments or representations of such material, including without limitation, know-how in the form of designs, design rights, copyright and any other Intellectual Property Rights;

X. “Records” has the meaning given to that term in clause 24(a);

XI. “Reports” include any analysis, records (including records of the Required Personnel’s activities in providing the Services), reports, instructions, specifications prepared by you and/or the Required Personnel as required under this agreement and in relation to and arising out of the provision of the Services; and

XII. “Services” means the services you and/or the Required Personnel provide to us under this agreement as described or referred to in Part 1.

XIII. “Similar Services” includes the services which we carry out for our Clients; any other services which form part of the industry in which we operate; and any other services customarily provided by us as part of our business or (to your knowledge during the currency of this agreement) about to be introduced by us to our Clients.

XIC. “Strategic Partner” means any individual, organization, company, trust, contractor or any other entity that formally or informally refers prospective Clients, business or business opportunities to us (including, but not limited to, Client or business leads, sales or sales opportunities).

XV. “Supporter” means any individual, organization, company, trust, contractor or any other entity that is a part of our supporters’ program which we operate to reward any of the foregoing for supporting us and our business by way of referrals.

21. OBLIGATIONS EXTEND TO REQUIRED PERSONNEL

A. In consideration of us entering into this agreement and providing access to our Confidential Information and Intellectual Property, you and the Required Personnel each covenant to observe and perform the obligations in this Part 5.

B. This agreement is conditional upon the Required Personnel agreeing to the covenants and obligations contained in this Part and in the event of the Required Personnel not executing this agreement or agreeing to, observing or performing any of the covenants or obligations in this agreement we may terminate this agreement immediately.

22. NON-DISCLOSURE & CONFIDENTIALITY

A. During the period of this agreement, we will provide you and/or the Required Personnel with access to Confidential Information to enable and assist you to perform the Services. You and the Required Personnel each agree:

I. To treat as confidential all Confidential Information unless required to disclose it by law;

II. To use the Confidential Information only in performance of the Services and for the benefit of our business and for no other purpose;

III. Not to divulge or disclose, directly or indirectly, any Confidential Information to any third party except with our prior written consent;

IV. Not to remove, copy or distribute any Confidential Information from our premises without our prior written consent.

V. Not to use the Confidential Information to harm the Company whether by using it without paying us for its economic value, to compete against us, or to give someone else a competitive advantage or a springboard for development or commercialization;

VI. Not to make any statement to the media either directly or indirectly related to us;

VII. To use any password or other means of access to our Confidential information which we may provide to you solely for the purpose of providing the Services and not disclose such password or means of access to any third party; and

VIII. To return to us on termination of the agreement all Confidential Information which is capable of being returned, in whatever form such information may comprise (including computer software) and any copy of such information held by you.

B. These restrictions shall continue to apply after the termination of this agreement without limit in point of time for as long as the Confidential Information remains confidential and treated by us as confidential, but shall not apply to any information which is or becomes public knowledge or a matter of public record without any breach of the restrictions by you.

23. NON-CIRCUMVENTION

The Parties hereby agree and will not for the duration of this agreement and for the duration of the Non-Circumvention period (listed in Part 1) that their business involves, among other activities, introducing, participating, effectuating, and consummating transactions between their respective contacts, including other Parties and Affiliates (each, a "Transaction"). In consideration of the foregoing, each undersigned Party hereby irrevocably agrees and warrants that it and its Affiliates shall not, directly or indirectly, interfere with, circumvent, attempt to circumvent, avoid or bypass any Party from any Transactions between the Parties' contacts, or obviate or interfere with the relationship of any Party and its contacts for the purpose of gaining any benefit, whether such benefit is monetary or otherwise. The Parties also undertake not to make use of any third party to circumvent this paragraph.

The Parties hereby legally and irrevocably bind themselves and guarantee to each other that they shall not directly or indirectly contact or communicate with, or submit a request for a product or service outside the scope of work as stated in each statement of work, proposal, invoice or any other similar vehicle  to, any contact, entity, or institution introduced by a Disclosing Party to a Receiving Party without the prior case-by-case written approval of the Disclosing Party authorizing such contact or communication.

This Agreement shall be binding upon all Affiliates and other related entities of a Party and upon the principals, employees, assignees, heirs, and/or successors-in-interest of each Party, and none of the Parties shall have the right to assign this Agreement without the express written consent of the other Parties, any violation of this clause shall be dealt accordingly.

(“Affiliate”) Any Person that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, the Persons specified. Affiliates shall additionally mean the Parties' present and future related parties, including, but not limited to, partners, directors, officers, managers, equity holders, associates, agents, representatives, assignees, employees, contractors, successors, and any other Persons contractually bound in any instance by them.

(“Person”) should cover any business entity, trust, or natural person.

24. RECORDKEEPING, REPORTS, AND INTELLECTUAL PROPERTY OWNERSHIP

A. You and the Required Personnel shall maintain a record of all the Required Personnel’s activities relating to and arising out of the provision of the Services (“Record”) and the record shall be made available to Our Representative each day.

B. The Required Personnel will provide daily Reports in the format as required by our Representative.

C. If requested by Our Representative the Required Personnel shall disclose in writing all Foreground information generated in the course of providing the Services.

D. All Background Information, Foreground Information, Confidential Information and Company Information and Client Materials, and all modifications, enhancements and adaptations of such know-how, Company Information and Client Materials developed or created in whole or in part by you or the Required Personnel arising from or in connection with the Services or your engagement by us shall be the absolute property of the Company unless we formally declare otherwise in writing. You and the Required Personnel shall not acquire any Intellectual Property Rights in, and irrevocably waive all rights including moral rights (if any) to be identified as the author of, such Know-How, Company Information and Client Materials.

E. You and the Required Personnel acknowledge and agree:

I. That the Services have been specially commissioned and paid for by the Company and that the Company is the owner of the Services including, but not limited to, any Foreground Information and the Intellectual Property Rights in or relating to any Foreground Information;

II. That any actual or potential modification, improvement, development or adaptation in relation to any Background Information, Foreground Information, our business or know how (“Improvement”) must be promptly advised to us in circumstances which enable us to properly consider the use and exploitation of the Improvement;

III. Not to make any claim to ownership of or other rights in such Improvements; and

IV. To irrevocably waive all moral rights (if any) to be identified as the author of any such Improvements.

F. You shall, if and whenever required to (whether during or after your term with us), at our expense apply or join in applying for letters patent, registration, filing or other similar protection in Philippines or any other part of the world for such Know-How or Company Information created, made or discovered, and shall execute all instruments and do all things necessary for vesting such letters patent or other similar protection when obtained and all right, title and interest in and to such protections in us absolutely as sole legal and beneficial owner.

G. You irrevocably appoint us as your attorney with full power to act in your name in fulfilling all of the matters set out above as fully and effectively as you could do if personally present at our absolute discretion.

25. NON-COMPETE

A. You and the Required Personnel will not for the duration of this agreement and for the duration of the Non-compete period (listed in Part 1) beginning after termination of this agreement (for whatever reason) become or remain personally engaged, concerned or interested either directly or indirectly and whether as principal, employee, agent, consultant, director or shareholder (other than shareholder in a public listed company) in an enterprise located in Philippines which provides Similar Services except with our written consent.

26. NON-SOLICITATION & NON-DEALINGS

A. During the term of this agreement and for the Non-solicitation period (listed in Part 1) after termination or expiry of this agreement, you and the Required Personnel severally covenant not to, whether on your, his or her own account or jointly in conjunction with or on behalf of any other person, partnership, company or entity, directly or indirectly in any capacity: 

I. Approach (by whatever means or media) our Clients, Strategic Partners, or Supporters, with the intention of enticing them away from us or assisting anyone else to do so; or

II. Employ or otherwise engage any employee or contractor of ours or induce or attempt to induce any employee or contractor of ours to terminate his or her employment or relationship with us; or

III. Personally provide or offer to provide or arrange Similar Services to or for any Client, Strategic Partner or Supporter of ours or with whom you have at any time during the term of this agreement had dealings otherwise than through us in accordance with this Agreement.

27. NON-DISPARAGEMENT

A. You and the Required Personnel agree that you will not, both during the term of this agreement and at any time after termination: 

I. Make any disparaging or derogatory comments, whether oral or in writing, about us, our agents, employees, or contractors for any reason; or 

II. Do anything calculated to damage our reputation, goodwill or Intellectual Property.

28. OUR BUSINESS

A. You and the Required Personnel each acknowledge that we are the owner of the business to which you are to supply the Services and the goodwill (including the benefit of all contracts and its associations with suppliers, Strategic Partners, Supporters and Clients) of such business is and will remain our sole property.

B. You must not, without our prior written consent, use our name in any advertising or promotional material (in whatever media) or make any publication relating to us, this agreement or the Services.

29. CONFLICT OF INTEREST

A. At all times during the term of this agreement, you and the Required Personnel shall not to do anything that:

I. Conflicts or may conflict with your (or the Required Personnel's) obligations under this agreement;

II. place yourself and/or the Required Personnel in a situation where a conflict of interest occurs or may occur.

30. CONSIDERATION & SEPARATE RESTRAINTS

A. You acknowledge and agree that the restrictions contained in this Part 5 are an intrinsic part of the agreement. The benefits of the engagement have been formulated to provide consideration for these restrictions.

B. You agree that the benefits provided by this engagement are adequate consideration for the undertakings given by you in this Part 5.

C. You agree that the restraints and restrictions provided in this Part 5 are considered reasonable and necessary to protect our goodwill, Confidential Information, Intellectual Property Rights and know-how and each operates as a separate and independent obligation enforceable to the full extent permitted by law, and will not be affected by any invalidity in that or any other restraint or restriction contained in this agreement.

D. For the avoidance of doubt, you further agree that all the provisions in this Part 5 shall survive termination or cancellation of this agreement.

VI. YOUR AGREEMENT TO THESE TERMS

31. ACKNOWLEDGEMENT

A. In signing this agreement you and the Required Personnel jointly and severally warrant and acknowledge:

I. The Required Personnel holds the appropriate qualifications and/or experience to enable you to perform the Services.

II. You have read and understood this agreement and the nature of the legal relationship created by it.

32. REQUIRED PERSONNEL’S ACKNOWLEDGMENT

A. The Required Personnel acknowledges, confirms, warrants and undertakes that:

I. The Required Personnel has carefully read and understand the provisions of this agreement and agrees to be bound by the obligations in this agreement and in particular the covenants, restrictions and undertakings in Part 5;

II. The Required Personnel acknowledges and understands that this agreement imposes limitations on your ability and the ability of the Required Personnel to be engaged either directly or indirectly in the supply or provision of services that are the same as or similar to the Services both during the term of this agreement and for a period of time after expiry or termination of this agreement;

III. The required Personnel has been provided the opportunity to take independent legal advice before signing this agreement and has done so; and

IV. The Required Personnel signed this agreement without coercion and duress.

33. MANDATORY PROVISIONS. It is the duty and responsibility of every Independent Service Provider, Sub-contractors, Employees and Agents to know and familiarize himself with every Company Policy and/or rules and regulations. Any Independent Service Provider, Sub-contractors, Employees and Agents who claims lack of knowledge shall not be excused from non-compliance with the policy and/or rules and regulation herein or those policies, rules and regulations which the Company may issue from time to time.

34. SPECIFIC PENALTIES FOR SPECIFIC OFFENSES. Stafify Penalties for Specific Offenses (Employees, Agents and Independent Service Providers)

35. SPECIFIC PENALTY FOR VIOLATION OF SECTION VII AND ITS SUB PROVISIONS. Any violation of this Provision (Section VII) shall render the Service Provider liable to a liquidated penalty of PhP200,000.00 Any violation thereof shall give right to the employer to file not only administrative charges but also civil and criminal charges against the Service Provider.

36. ACKNOWLEDGEMENT (UPON SIGN-UP, REGISTRATION, USE AND STARTING TO PROVIDE SERVICE). You as the "Independent Contractor or Service Provider" hereby acknowledged that you have been oriented and the Company Policies, Rules and Regulations were explained to you accordingly; further that you understand and agree to be governed by these policies/rules and regulations during your employment/engagement in this Company.

You as the "Independent Contractor or Service Provider" hereby solemnly swear to abide and be guided by this policies / rules and regulations as set forth by the Company; and you understand that upon your violation of any policies/rules and regulations as set forth by the Company, you will be penalized accordingly.

37. DURATION OF THE CLIENT SERVICES AGREEMENT. This agreement will be in effect from {{EFFECTIVE DATE}} to {{ENDING DATE}} and may be updated at any time through the written agreement of each party. Either party can terminate this agreement with (90) days written notice without prejudice, or upon failure to perform the said responsibilities stated above.