Terms and Conditions
STATEMENT OF WORK
This STATEMENT OF WORK (the “Agreement” or “SOW”) is made as of the Start Date (agreed on Annex A.1) by and between CLIENT (listed on Annex A.1) and InsBOSS USA, Inc. with a principal place at 450 Sunrise Highway, Unit 2H, Rockville Centre, NY 11570
1. Scope of Work
1.1 Services. InsBOSS US shall perform the services described in this Agreement as well as the statements of work negotiated and executed by the Parties a (each, together with any amendments, modifications, or supplements thereto, a “Statement of Work” or “SOW”).
1.2 Performance of Services. Commencing on the Official Start Date (Billing Date), InsBOSS US shall perform the services described and specified in Annex A.1. The Parties acknowledge and agree that InsBOSS US’s ability to perform its obligations under this Agreement and each SOW is conditioned upon the timely and reasonable performance by CLIENT of its obligations according to this Agreement and each SOW. Each Party shall cooperate reasonably with the other Party in carrying out the obligations pursuant to this Agreement and each SOW in a timely and efficient manner and accordance with the terms hereof.
2. Term and Termination
2.1 Term. This Agreement shall commence as of the date hereof and continue until the
termination of all SOWs pursuant to Section 2.2, 2.3, or 2.4 hereof. Official start date of service shall
begin at a scheduled time agreed upon by both parties.
2.2 Termination of Convenience. CLIENT may terminate this Agreement or any SOW for any
reason or no reason, provided that, a 30-day prior written notice is given to InsBOSS US. A pretermination fee shall apply based on the following termination guidelines:
Table 2.2a
2.3 Grounds for Termination. CLIENT may terminate this Agreement, or any one or more of SOW, immediately upon notice to InsBOSS US: (a) If InsBOSS US materially breaches any term,
provision, representation, or warranty of this Agreement and fails to cure such breach within thirty (30) calendar days of receipt of written notice of such breach from CLIENT or upon the occurrence and after a continuance of an event of force majeure. CLIENT may also terminate this Agreement
with immediate effect if InsBOSS US becomes insolvent, invokes as a debtor any laws relating to the
relief of debtors from creditor’s rights, has one or more such laws invoked against it, is the subject of liquidation or termination of business, is adjudicated bankrupt or is involved in an assignment for
the benefit of its creditors.
2.4 Termination for Non-Payment. InsBOSS US may immediately terminate its services if CLIENT fails to pay its obligation based on section 3.3.
2.5 Transition Services. Upon termination for any reason other than non-payment, InsBOSS US will provide the Transition Services as necessary. Upon completing such Transition Services,
InsBOSS US shall return CLIENT all confidential information and intellectual property.
2.6 Early Termination Fee Due. In the event CLIENT terminates this Agreement pursuant to Section 2.2 (Termination of Convenience), CLIENT shall pay to InsBOSS US within thirty (30) calendar days from the effective date of such termination.
2.7 Money Back Guarantee. In the event that this Agreement, or any one or more of the SOW, does not deliver a significant impact in your organization or result in an improvement of your company statistics, which resulted in InsBOSS US incurred nature of cancellation, InsBOSS US will offer CLIENT a refund of the payment within the forty-five (45) calendar days based on table 2.2a. In order to qualify for our money-back guarantee, CLIENT must communicate daily with the assigned Virtual Assistant and assign specific tasks for processing within the 10-Business Day Integration Period up to the last day of the 1st Month’s Coverage.
3. Fees, Invoices, Payment, Taxes, and Incentives
3.1 Fees. In consideration of the complete and proper fulfillment of InsBOSS US’s obligations, CLIENT agrees to pay InsBOSS US the Fees indicated in Annex A.1 or as otherwise agreed to by the Parties in writing. All amounts referred to in this Agreement are in US Dollars unless otherwise agreed to by the Parties in writing.
3.2 Invoices. InsBOSS US shall deliver to CLIENT an electronic or paper invoice, as mutually agreed by the Parties, seven (7) calendar days before the last day of each coverage period for services rendered and other charges payable pursuant to each SOW for the applicable invoice period. Such invoices shall include reasonable detail. InsBOSS US shall keep accurate records and documentation to substantiate the amounts invoiced, which records shall be made available to CLIENT upon reasonable request. Such invoices and payments can be automated should the payment method be improved by technology to avoid past due and suspension of service. Should there be changes in the service agreement within the current coverage period, InsBOSS US must notify CLIENT with the updated invoice immediately before the effective date of the change.
3.2a Semi-Annual plan. CLIENT will be billed seven (7) calendar days before the last day of the current semi-annual plan coverage period. If seat upgrades or downgrades overlap with the current billing, billing for the seat upgrade or downgrade shall be merged with the current billing coverage period as applicable.
3.3 Payment. All invoices are due before the next coverage period, payable in US Dollars. CLIENT shall pay the full invoice amount, less any disputed account. CLIENT shall only dispute invoices in good faith. Any disputed amount withheld by CLIENT shall be subject to the same fee used for undisputed amounts due whenever InsBOSS US is found to prevail. The Parties shall use commercially reasonable efforts to resolve all invoice disputes in a timely manner. Any undisputed amount payable by CLIENT to InsBOSS US hereunder that is not paid shall bear the penalties listed below:
(a) 15 Calendar Days Past Due: late fee of 2% of the monthly rate
(b) 30 Calendar Days Past Due: suspension of service (with continuous notice and
weekly warnings, formalized, and documented via email)
(c) Reactivation fee: 20% of monthly rate with no guarantee of same VA assignment/s. Fee is payable before resumption of services.
(d) 180 Calendar Days Past Due: automatic termination of this agreement without prior notice
3.3a Recurring Payment Charges for Semi-Annual Plans Annex A.1. The terms of the coverage and rates need not be revisited every six (6) months. Instead, the same semi-annual rates will automatically be charged every six (6) months unless otherwise a downgrade to monthly charge or change with the number of seats or type of seat service is requested by CLIENT. This request must be in writing and be sent to InsBOSS US within thirty (30) days prior to its implementation. Effectivity of change in billing shall commence at the beginning of the next Coverage Period after confirmation of the request from CLIENT to InsBOSS US.
4. Account Management
4.1 Each Party shall provide to the other, in writing, the names, business address, and telephone numbers of an individual or individuals designated by each Party as its Point of Contact/s to coordinate all aspects of the relationship contemplated by this Agreement. A Party may change its Point of Contact/s upon written notice to the other Party’s Point of Contact/s pursuant to the notice provisions contained herein. If requested by CLIENT in good faith, InsBOSS US will use reasonable commercial efforts to change its Point of Contact/s to a person reasonably acceptable to
CLIENT.
5. Changes
5.1 Changes. CLIENT may, at any time, request additions, deletions, amendments, or any other changes to the SOW. InsBOSS US shall respond within ten (10) Business Days of receipt of CLIENT’s request, or such reasonable time as necessary, indicating whether it can comply with the request, and any Fees increase or decrease, if any, or other changes required to the Agreement to comply with such request provided that where a change is required to be made for InsBOSS US or CLIENT to comply with all applicable laws (a “mandatory change”), InsBOSS US shall implement such Mandatory Change if directed to do so by CLIENT.
(a) Downgrades. The balance will become a consumable credit for the succeeding months under the same payment bracket (monthly/semi-annual). The downgrade request will be effective on the succeeding coverage period. Please refer to Figure 1 for sample scenarios.
(b) Upgrades. The balance will be collected upon request of an upgrade. The upgrade request will be effective during the succeeding coverage period. Please refer to Figure 2 for sample scenarios.
5.2. Change request of InsBOSS US service staff. If CLIENT requests to add or deduct seats, this change request must be sent in writing to InsBOSS US thirty (30) days in advance. InsBOSS US shall be responsible for ensuring change requests are accommodated promptly. InsBOSS US must inform CLIENT of availability if it is a seat increase request. Should the request deduct seats, InsBOSS US shall acknowledge and ensure the end date of said seat deduction in relation to cease seat service and billing.
5.3 No Refusal. InsBOSS US will not unreasonably refuse a request by CLIENT for new services, or an addition, deletion, amendment, or any other change to a Schedule or a Statement of Work requested by CLIENT (for certainty, InsBOSS US may not refuse to take additional work volume under an existing Statement of Work, subject to InsBOSS US capacity restrictions, negotiation of any additional fees and required ramp schedules.)
6. Information Security
6.1 InsBOSS US shall maintain recognized industry practice safeguards against the destruction, degradation, loss, disclosure, or alteration of CLIENT’s Intellectual Property, Confidential
Information, assets, third party software, customer data, in the possession or under the management of InsBOSS US or the destruction or alteration of any component of the system. Such
measures shall include the installation of software which requires:
a) Management. InsBOSS US shall ensure that CLIENT’s software, Intellectual Property, and third-party software and Customer data under its care are properly managed by using recognized
industry practices configuration management, document control, back-ups, and inventory management practices
7. ACCESS AND SECURITY
7.1 InsBOSS US shall unless otherwise indicated:
a) Adequately protect CLIENT’s Intellectual Property Rights and Confidential Information, including, but not limited to, Customer data and information including Personal Information. The
obligation to protect CLIENT’s Confidential Information shall extend beyond the end of the Term and shall continue for so long as InsBOSS US is in possession of any CLIENT’s Confidential Information.
b) Screen and security clear its employees (and InsBOSS US’s Subcontractor’s employees) to meet CLIENT’s requirement as specified in an applicable Statement of Work.
c) Maintain adequate audit trails for all security-related functions and tasks in which InsBOSS US is involved and for environments running CLIENT’s processes.
d) Research and respond to actual threatening security problems in all environments processing CLIENT’s data or Customer data under its management and control.
e) Provide incident investigation support to CLIENT.
7.2 Non-Disclosure Agreements. InsBOSS US’s Virtual Assistants and other staff (including staff of InsBOSS US’s Subcontractors or Affiliates) who have access to any CLIENT data, including any Personal Information will be required by InsBOSS US to sign non-disclosure agreements with InsBOSS US in respect of the protection of InsBOSS US and CLIENT data. InsBOSS US shall, when
requested by CLIENT, provide CLIENT with copies of the said non-disclosure agreements. InsBOSS US shall fully enforce such agreements to protect any actual or threatened authorized disclosure of
CLIENT. InsBOSS US shall indemnify CLIENT from any Losses arising from a breach of such agreement by staff or a failure by InsBOSS US to enforce such agreements.
8. CONFIDENTIALITY, PRIVACY, INTELLECTUAL PROPERTY
8.1 Limit on Confidential Information. The Receiving Party shall not use the Confidential Information of the Disclosing Party for any purpose other than to exercise or perform its rights or obligations under this Agreement. Receiving Party shall not copy or otherwise reproduce Disclosing Party’s Confidential Information, or disclose (or permit the disclosure of), disseminate, or otherwise communicate, in whole or in part, Disclosing Party’s Confidential Information to any third party, without the prior written consent of the Disclosing Party. Receiving Party further agrees that it shall safeguard Disclosing Party’s Confidential Information from disclosure and, at minimum, use efforts commensurate with those Receiving Party employs to protect the confidentiality of its Confidential Information that it does not desire to disclose or disseminate, but in no event less than reasonable care.
8.2. Personal Information. InsBOSS US agrees that, in the course of performing the Services, CLIENT may collect, use and/or receive personal information pertaining to CLIENT, Customers, or their respective customer’s customers that can be linked to identifiable individuals (“Personal Information”) including without limitation names, addresses, telephone numbers, transactional history, account numbers, social insurance numbers, any information or an opinion (including information or an opinion forming part of a database) and whether recorded in a material form or not, about or relating to an identifiable person, including an individual who can be identified directly or indirectly from the information or opinion and includes all such information relating to customers, CLIENT, CLIENT’s customers, suppliers, partners of CLIENT, its Affiliates, each Customer and their respective employees, other personal information as defined in applicable Privacy Legislation, and other personal information.
8.3 Privacy. Without limiting to InsBOSS US’s obligations hereunder with respect to maintaining the confidentiality and security of Personal Information, and notwithstanding anything to the contrary in this Agreement, InsBOSS US agrees to the following:
a) InsBOSS US will receive, collect, use, store, process, record, disclose, dispose of, manage and otherwise handle Personal Information solely to provide the Services and for no other purpose and in compliance with all applicable Privacy Legislation, all other applicable laws, and the instructions of CLIENT.
b) InsBOSS US will have written agreements with its employees who have any ability to access Personal Information requiring them to use Personal Information only as expressly permitted hereunder and prohibiting them from providing, disclosing, or providing access thereto to any person not expressly authorized hereunder.
c) InsBOSS US will implement and use appropriate audit and tracking processes to ensure that any access to Personal Information not authorized hereunder is automatically and immediately identified and disclosed to CLIENT and the relevant customer, as applicable, and will promptly notify CLIENT and the relevant customer, as appropriate, of any disclosure of Personal Information not authorized hereunder, in order that corrective measures can be taken.
9. Service Level Agreement
InsBOSS US shall implement and actively maintain the Service Level Agreement, which is attached hereto as Annex A.2, and actively maintain a disaster recovery plan or a business continuity plan that, among other things, ensures that all CLIENT files and processes can be executed in the event of significant interruption or impairment of the operation of the facilities.
10. License to InsBOSS US
CLIENT grants InsBOSS US a limited, non-exclusive, and fully paid-up, royalty-free license during the Term to use CLIENT Intellectual property (including, as between the Parties hereto, the Scripts, solely for and to the limited extent necessary to perform InsBOSS US obligations under this Agreement. InsBOSS US shall have the right to sublicense its rights hereunder.
11. Representations, Warranties, and Covenants
11.1 Authority. Each Party represents and warrants to the other Party that it has full power and authority to enter into and perform its obligations pursuant to this Agreement and that the person signing this Agreement on its behalf has been properly authorized to enter this Agreement.
11.2 Breach. The failure of any of the representations and warranties to be accurate in any material respect at any time during the Term shall constitute a material breach of this Agreement, and, in addition to all other rights and remedies available to CLIENT under this Agreement and at law or in equity, CLIENT shall have the right to terminate either this Agreement or the relevant Statement of Work. The rights and remedies available to InsBOSS US under this Agreement and at law or in equity shall be limited solely to recover damages, unless and except in the event CLIENT’s material breach of this Agreement prevents InsBOSS US from performing the relevant Statement of Work or subjects InsBOSS US to liability under any applicable laws, in which case InsBOSS US will be excused from performance, but only to the limited extent
(a) that it is prevented from performing by CLIENT, or
(b) necessary to avoid such liability.
11.4 Disclaimer. EACH PARTY DISCLAIMS, ANY AND ALL OTHER WARRANTIES, CONDITIONS,
OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), INCLUDING ANY AND ALL
IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR
FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT SUCH PARTY KNOWS, HAS
REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE, IN FACT, AWARE OF ANY SUCH
PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE
TRADE, OR BY COURSE OF DEALING. IN ADDITION, EACH PARTY EXPRESSLY DISCLAIMS ANY
WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN THE OTHER PARTY.
12. Indemnification and Limitation of Liability
12.1 InsBOSS US’s Obligations. InsBOSS US shall indemnify and hold harmless CLIENT and its officers, directors, and employees from and against any damages and all losses that relate to or arise out of either:
(a) a material breach of this Agreement or any SOW by InsBOSS US
(b) bodily injury, death, or personal property damage proximately caused by the gross
negligence or willful misconduct of InsBOSS US or any of its employees, agents,
contractors, or subcontractors, or
(c) InsBOSS US’s material breach of any representation or warranty hereunder.
Notwithstanding the foregoing, InsBOSS US shall not be responsible for any losses to the extent that they directly result from the acts or omissions of CLIENT or any of its employees, agents, contractors, or subcontractors.
12.2 CLIENT’s Obligations. CLIENT shall indemnify and hold harmless InsBOSS US and its
officers, directors, and employees from and against any and all Losses that relate to or arise out of
either:
(a) a material breach of this Agreement or any SOW by CLIENT
(b) bodily injury, death, or personal property damage proximately caused by the gross negligence or willful misconduct of CLIENT or any of its employees, agents, or contractors, or
(c) CLIENT’s material breach of any representation or warranty hereunder.
Notwithstanding the foregoing, CLIENT shall not be responsible for any losses to the extent that
they directly result from the acts or omissions of CLIENT or any of its employees, agents, or
contractors.
13. Limitation of Liability
13.1 NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, REGARDLESS OF THE FORM OF ACTION OR THE CLAIM (e.g., CONTRACT, WARRANTY, TORT, MALPRACTICE, OR OTHERWISE), FOR ANY “EXCLUDED DAMAGES,” MEANING ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, TREBLE OR SIMILAR DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST REVENUE, PROFIT, BUSINESS, USE OR DATA, OR FOR ANY FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS), EVEN IF ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING.
14. Insurance
14.1 InsBOSS US shall at all times throughout the Term, maintain, pay for, and keep in force the following Professional Liability Insurance:
(a) Errors and Omissions shall be maintained
(b) Cyber Liability Insurance shall be maintained
15. General Provisions
15.1 Non-Solicitation. Without the prior written consent of the other Party, during the term of this Agreement and continuing through the second (2nd) anniversary of the termination or expiration of this Agreement, neither Party shall directly or indirectly solicit or attempt to solicit for employment any persons employed by the other Party who are directly involved in carrying out the obligations of the Parties pursuant to this Agreement. The foregoing prohibition shall not apply to solicitations by means of general advertisements or media of broad circulation not specifically targeted at the employees of the other Party.
15.2 Relationship. The Parties acknowledge and agree that their relationship shall be solely and exclusively that of independent contractors and that in no event shall either Party be, claim to be, or be deemed to be an employee, agent, or partner of the other Party by reason of or concerning this Agreement or any services provided pursuant to this Agreement. Without limiting the generality of the foregoing, each Party agrees (a) to conduct itself strictly as an independent contractor pursuant to this Agreement, and (b) to comply with all applicable laws, rules, and regulations, including without limitation all laws, rules, and regulations governing the payment of federal and state income taxes, self-employment taxes, estimated taxes, sales, use and service taxes, and all other federal, state, local, and foreign taxes of any nature imposed with respect to any obligations pursuant to this Agreement or payments thereof.
15.3 Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance, at any time or to any extent, is held invalid, illegal, or unenforceable by a court of competent jurisdiction by reason of any rule of law or public policy, all other conditions and provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transaction contemplated is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement to affect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transaction contemplated hereby is fulfilled to the maximum extent possible.
15.4 Binding Nature. Each Party has read and understands this Agreement and consents to be bound by its terms and conditions. Each Party acknowledges that this Agreement has undergone several revisions based on the input of the Parties and their respective legal counsel and agrees that no presumption should arise favoring either Party by virtue of the authorship of any of its provisions.
16. Schedule of Services and Holidays
16.1 Schedule of services. Both parties agree that the schedule of services rendered is attached to
this contract. Please refer to Annex A.1.
16.2 Holidays. The schedule of holidays wherein InsBOSS US (and InsBOSS US’s Subcontractor’s
employees) will not be in operation in any given year shall be provided by InsBOSS US to CLIENT.
The said schedule shall be attached to this contract under Annex A.3, and CLIENT shall be notified
electronically of the next year’s holiday schedule at the end of the current calendar year. CLIENT
agrees that the said holidays