Statement of Work (2023)
STATEMENT OF WORK
As of October 2023
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
For good and valuable consideration, including the mutual covenants contained in this Agreement, CLIENT and InsBOSS USA, Inc (InsBOSS US) (together, the “Parties” and individually, a “Party”) agree as follows:
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 (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.
1.3 Virtual Assistant (VA) Selection and VA Service. InsBOSS US shall source, hire, and train VAs for assignment to the CLIENT. InsBOSS US shall also deploy its own Support Team which consists of, but not limited to, subject matter experts, managers, trainers, quality assurance specialists, human resources, IT specialists, of which complements the VA in the performance of their tasks.
1.4 VA Performance of Assignment. VAs shall be trained for 4 weeks on basic insurance knowledge as deemed by InsBOSS US. CLIENT shall be responsible for providing VAs’ additional guidance and other information reasonably necessary for the successful and timely completion of VAs’ Job description, in collaboration with working with InsBOSS Support Team. CLIENT shall be responsible for the submission of all work product produced by the VAs to third parties and will ensure that the VA produces original materials and materials that do not infringe upon the copyrights, patents and/or trademarks of third parties including, without limitation, photographs, print media, visual media, digital media, or any other form of expression. InsBOSS US accepts no responsibility whatsoever for any infringing material created and/or distributed by VAs, as this is CLIENT’s obligation to monitor before submission to third parties. InsBOSS US, however, shall perform Random Quality Audits to ensure that the tasks performed by the VA are aligned with the agreed upon processes/steps with CLIENT.
1.5 VA Status. Except as otherwise provided herein, InsBOSS US assumes full responsibility for compensating, promoting, demoting, terminating, disciplining (or any other employment status and management) of its VAs. InsBOSS VAs shall not to be considered or be treated as employees of CLIENT for any reason whatsoever, including, but not limited to, salary, raise, entitlement to disability or unemployment insurance, workers’ compensation, medical insurance, sick leave, pensions, severance, or any other employment benefit of any nature offered or provided by CLIENT.
1.6 Dedicated Work hours and equipment. Schedule of work shall be determined on Annex A.1. CLIENT understands that InsBOSS US may assign its VAs to another CLIENT outside of the dedicated work hours as agreed on Annex A.1 for CLIENT. This includes part time services. InsBOSS US shall also provide its VAs the basic equipment setup of a computer with up-to-date specifications conducive for office work, two computer monitors, headset, web cam, electronic mail address, windows operating system, antivirus, and access to the Internet. If CLIENT requires that VA possess and/or utilize upgraded equipment, software, or other tools other than basic equipment, CLIENT will be solely responsible for any and all costs associated with the acquisition and maintenance of the additional equipment. Such responsibility shall include but is not to be limited to prompt reimbursement of any expenses incurred by InsBOSS US or any VA in connection with the additional equipment. InsBOSS US will secure the approval from CLIENT for the additional needed tools and equipment prior to purchasing.
1.7 Limitation of Duties. CLIENT will not require VAs to engage in any illegal, unethical, immoral, and/or hazardous duties, or perform any act that is in violation of Federal, State, or local laws regarding privacy or undesired solicitation, including, but not limited to applicable “Do Not Call” phone lists and email “Opt In/Out” statutes. CLIENT acknowledges that InsBOSS US VAs are not licensed and will not require them to work outside of the assigned duties agreed upon by InsBOSS US and CLIENT, to the extent that such work violates applicable licensing laws. By signing this Agreement, CLIENT acknowledges that many States require outbound phone calls soliciting transactions to be licensed, and that responsibility for compliance with all such laws rests solely with the CLIENT, and not with InsBOSS US or any VA provided to CLIENT by InsBOSS US.
1.8 Disputes and concerns. Should there be disputes arising from the services being rendered by InsBOSS US, CLIENT shall refer to the Escalation Matrix listed in Annex A.4 to receive proper coordination and remedies.
1.9 VA Resignation/Replacement. Should a VA resign or be replaced, CLIENT will be informed urgently and a replacement and transition shall occur to avoid business interruption as much as possible. Given that a transition of work shall occur, it is expected that there will be a decrease in output. This decrease is primarily due to the VA and Support Team’s focus during and immediately after a transition is on understanding and quality of work. CLIENT understands that during this period, the VA replacement is learning and shall soon get up to speed. Should the CLIENT wish to discuss further changes, CLIENT can discuss with the team’s managers for his/her concerns.
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 pre termination fee shall apply based on the following termination guidelines:
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.
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) 1 Calendar Days Past Due: late fee of 2% of the monthly rate
(b) 7 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) 30 Calendar Days Past Due: automatic termination of this agreement without prior notice
(e) For Recontracting account, delinquent payments must be resolved first before the service restarts
(f) All fees are separate from your normal billing charges.
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.
3.3b Pre-payment. CLIENT, at the time of the agreement, shall sign the agreed service pricing schedule and confirm prepayment of the availed service. Prepayment by CLIENT must be settled before starting any strategic planning with InsBOSS US operations team. Confirmation or proof of payment is required before scheduling the strategic planning with InsBOSS US operations team. Once confirmed, InsBOSS US shall commence with scheduling the strategic planning session.
3.3c Payment Method. Automatic payment is required at each billing date via recurring debit or credit card charge, or bank account withdrawal. CLIENT shall place and leave card or bank account information on file with InsBOSS US, along with express authorization, for the purposes of automated charge or withdrawal for regular monthly services and other outstanding charges billed to CLIENT. InsBOSS US will notify CLIENT within 24 hours if the bank account draft or card charge fails. If payment fails for any reason, and CLIENT fails to resolve within the listed penalties listed under 3.3,, CLIENT’s account shall follow the penalty listed immediately at InsBOSS US’ sole discretion, and CLIENT shall be responsible for all unpaid services and costs.
3.3d Overdue Balances. If payment in full for any and all outstanding invoices has not been received by InsBOSS US within fifteen (15) calendar days of billing, regardless of the status of CLIENT’s Account, the matter may be referred to collections and all remedies available to InsBOSS US at law and in equity will be pursued, including but not limited to reasonable attorneys’ fees and costs of collection to recover such amounts from CLIENT. InsBOSS US’ failure to seek such collection immediately shall not constitute a waiver of its right to do so later.
3.4 Taxes. The fees and other amounts payable to InsBOSS US by CLIENT under the Agreement include all applicable taxes. InsBOSS US, shall be responsible for all its related government taxes.
3.5 Incentives. Incentives or bonuses by CLIENT are customarily based on CLIENT’ initiative and will be added to the invoice upon request. The full amount will be transferred to the intended recipient in full.
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.
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.)
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.
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.
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.
d) InsBOSS US will relinquish every and all applicable CLIENT personal information and its customers by removal of access to CLIENT’s systems and following procedural deletion from InsBOSS’ systems and databases.
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.
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.
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.
11.3 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.
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.
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.
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
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.
15.1a No-solicitation, hiring, or unauthorized use of VA’s. CLIENT acknowledges that InsBOSS US incurs substantial sourcing, recruitment, screening, training, administrative, and marketing expenses with respect to its VAs and all of InsBOSS US’ employees and affiliates,, and that the identity, telephone number, address, skills, qualifications, references, and work history of each VA constitutes the trade secrets of InsBOSS US. Accordingly, CLIENT and its agents, employees, divisions, parents, subsidiaries, affiliates, and successors or assigns, will not solicit, hire, or offer employment to, or otherwise directly or indirectly use the services of, on a full-time, part time, or temporary basis, any VA or InsBOSS US employees and affiliates who has been assigned to CLIENT, or any prospective VA who has been recommended or introduced to CLIENT as a result of InsBOSS US, until the expiration of five (5) years after the termination of this Agreement. CLIENT acknowledges that violations of this section will cause significant damage to InsBOSS US that is difficult to determine. Therefore, CLIENT agrees to pay InsBOSS US $25,000.00 as liquidated damages for each violation of this section. If CLIENT violates this section while this Agreement remains in force, then CLIENT agrees that InsBOSS US may immediately charge the $25,000.00 in liquidated damages to CLIENT’s credit card or bank account on file with InsBOSS US. If CLIENT violates this section after the termination of this Agreement, then CLIENT agrees that InsBOSS US may seek all recovery of the $25,000.00 in liquidated damages, injunctive relief, and any other legal or equitable relief to which it may be entitled. CLIENT shall be responsible to pay all attorney fees and costs incurred by InsBOSS US.
15.1b Transfer of VA. If CLIENT desires to hire, offer employment to, or otherwise use the services of a VA who has been assigned to CLIENT, or any prospective VA who has been recommended or introduced to CLIENT as a result of InsBOSS US, during or after this Agreement, CLIENT must do two things: (1) notify InsBOSS US in writing at least 30 days before CLIENT intends to hire, offer employment to, or otherwise use the services of the VA and (2) pay a $25,000.00 conversion fee for each VA. During the 30-day notice period, CLIENT must pay the Recurring Monthly Rate agreed. This monthly rate will be charged to CLIENT’s credit card or bank account on file with InsBOSS US. The failure to do either of the above is a material breach of this Agreement and CLIENT shall pay InsBOSS US $25,000.00 or InsBOSS US’s actual damages, whichever is greater, plus any attorney fees or costs. In addition, InsBOSS US may seek injunctive relief and any other available legal or equitable remedies.
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 Injunctive Relief. The parties agree that in the event of a breach of any provision of this Agreement, the aggrieved party may be without an adequate remedy at law. The parties therefore agree that in the event of a breach of any provision of this Agreement, the aggrieved party will be entitled to obtain injunctive relief. Both parties waive any requirement that a bond be posted as a condition to any injunctive relief. By seeking or obtaining injunctive relief, the aggrieved party will not be precluded from seeking or obtaining any other relief to which it may be entitled.
15.4 Entirety of Agreement. This Agreement constitutes the entire agreement between the parties with respect to the matters contained herein and supersedes all prior and contemporaneous agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written, with respect to the subject matter of this Agreement.
15.5 No Waiver. No waiver of any breach of any provision or condition of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same time or any prior or subsequent time.
15.6 Jurisdiction and Venue. This Agreement shall be governed by, and construed under, the laws of the State of New York. Any dispute, suit, action, or proceeding arising out of or related to this Agreement shall be commenced in a federal or state court located in Rockville Centre, New York. The Parties to this Agreement: (i) irrevocably submit to the exclusive jurisdiction and venue of any such court in any such dispute, suit, action, or proceeding and (ii) irrevocably waives (to the extent permitted by applicable law) any objection which it now or hereafter may have to venue in these courts and any objection on the ground that any such dispute, suit, action, or proceeding has been brought in an inconvenient forum.
15.7 Attorney Fees. In the event of any dispute, suit, action, or proceeding being brought for any breach of this Agreement, the prevailing party shall be entitled to recover its attorneys’ fees and other costs.
15.8 Assignment. Neither this Agreement nor any duties or obligations hereunder may be assigned by CLIENT without the prior written consent of InsBOSS US.
15.9 Acts of God. If InsBOSS US is prevented from performing its obligations under this Agreement by an act of God or by any other occurrence that is beyond the control of the parties to this contract, then it shall be excused from any further performance of its obligations and undertakings under this contract.
15.10 Effect of Waiver. The failure of InsBOSS US to insist on strict compliance with any of the terms, covenants, or conditions of this Agreement shall not be deemed a waiver of that term, covenant, or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times.
15.11 Execution in Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but which together shall constitute one in the same instrument. The section headings contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.
15.12 Modifications. Any modifications to this Agreement shall be in writing and shall be signed and dated by both parties.
15.13 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.
15.14 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.
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
Annexes:
Annex A.1: Service, Terms and Conditions
Annex A.2: Service Level Agreement (SLA)
Annex A.3: Schedule of InsBOSS Holidays
Annex A.4: Escalation Process
1. Service Pricing Schedule. CLIENT must choose from the following service pricing schedule (please see below) agreed upon between both parties. Please see section 4 of Service Terms & Conditions for upgrades or downgrades.
1.a Service Pricing Schedule Chart
Annex A.2 Service Level Agreement
InsBOSS US shall, in the best of its capabilities, reach service level agreements as indicated in the agreed package services. This shall include, but not be limited to, replacement of VAs, assigning other VAs, or support members.
- SLA for Insurance Back-Office Virtual Assistance Services
Defines the level of service expected by CLIENT from InsBOSS US. Please refer to the SLA Matrix below.
1.a SLA Breach. An SLA breach occurs when InsBOSS US fails to meet the service expected as per SLA Matrix above. The following are SLA breach instances:
- Back-Up Coverage – if InsBOSS US failed to provide back-up coverage to Premium Seat/s Package at any given month.***
- Utilization Score – if InsBOSS US failed to meet the Utilization percentage target scores at any given month.
- Quality Assurance Score – if InsBOSS US failed to meet the Quality Assurance percentage target scores at any given month.
- Non-Coverage – if InsBOSS US failed to provide coverage outside the one (1) business day allowable absence at any given month. Applicable only to Regular Seat Package.*** *** Does not apply to InsBOSS US declared Holiday Schedule
1.b SLA Breach Credit. The total monthly amount CLIENT is entitled to breaches incurred by InsBOSS US. Please see the Breach Credit Matrix (Table 5) below.
1.c SLA Breach Redemption. In the event that a breach happens, InsBOSS US has the chance to redeem performance by meeting the targets the following month from the date of the breach. If the performance target is met, this shall void the breached credit. Credit can be used for future billings/invoices. Applies to *Utilization and **Quality Assurance Score only.
1.d Breach Credit Matrix: *Quality Assurance and Utilization Percentage Scores
Simulation of Credit from SLA breach :
In this scenario, InsBOSS US committed an SLA breach in January. The following month (February) was the redemption period wherein InsBOSS US still committed an SLA breach. CLIENT will be credited the corresponding credit based on the Breach Credit Matrix above.
In this scenario, InsBOSS US committed an SLA breach in January. The following month (February) was the redemption period wherein InsBOSS US did not commit an SLA breach. The SLA Breach Credit will be voided.
2. SLA for Insurance Telemarketing Virtual Assistance Services
2.a. Internet Connectivity
Metric – Downtime is recorded as the time when the customer and supplier identify service is unavailable
Recovery time is recorded as when supplier confirms service is available
Target
Green – Service is not available for more than 30mins
Amber – service is not available for more than 1 hour but less than 120 mins
Red – service is not available for more than 120min during applicable hours
2.b. Telemarketing Specialist (Leaves). Where Telemarketing Specialist is allowed to take planned leaves as per company policy.
Where InsBOSS staff is responsible providing notification for planned leaves 2 days prior.
Where emergency leaves as defined by InsBOSS company policy is allowed. In such events where emergency leave is extended to more than 5 days, InsBOSS will be responsible to find replacement.
Metric – Unavailability of staff is recorded as the time when the customer and supplier identify service is unavailable without any prior advise
Target
Green – service is not available for more than 1 hour
Amber – service is not available for more than 1 hour but less than 120 mins
RED – service is not available for more than 120min during applicable hours
2.c. Information Security and Data Privacy. Where InsBOSS is responsible for ensuring controls and security infrastructure is in place to ensure Data Privacy and Information Security is maintained.
Metric – Data security breach is recorded as the time when the customer and supplier identify incident through escalation or control checks
Target
Green – where information involved is non-proprietary and non-confidential information Amber – where information involved are deemed internal company information but will not cause reputational, financial or operational risk to the client
RED – where information would have a regulatory, legal, financial, reputational and operational impact to client
2.d. Telemarketing Campaign Completion. Where InsBOSS is responsible for ensuring that all telemarketing campaigns are finished within the day.
Where InsBOSS is responsible for ensuring that unaccomplished tasks that are carried over the following day is in agreement with the client
Metric Unaccomplished task is recorded as the time when the customer and supplier identify incident through escalation or control checks
Target
Green – where set telemarketing campaigns are accomplished within the day and client is aware of unfinished queues that requires action the following day
Amber – No action done on tasks within 24 hours and Telemarketing Specialist was not able to inform client
RED – where an unaccomplished campaign resulted in a client complaint, impact caused reputational, regulatory, financial and operational risk to the client.
2.e. Quality Assurance. Where InsBOSS is responsible for ensuring the quality of work is at par with Client’s standards.
Metric Major and Minor errors are recorded as the time when the customer and supplier identify incident through escalation or control checks
Target
Green – minor errors are below X (Volume) per month
Amber – minor errors are below x (Volume) per month
RED – 1 major error identified and/or x (Volume) of minor errors per month
Method:
Risk Focus:
First Week: 20 calls per day
Second Week: 10 calls per day
Third Week: 5 calls per day (Standard)
2.f. Commissions. As agreed between customer and supplier, a commission of $5 will be charged to the supplier for every warm transfer.
Annex A.3 Schedule of InsBOSS 2023 Holidays
InsBOSS will be closed on the following days.
Annex A.4 Escalation Process
Listed below is the guide for the escalation process specific to CLIENT’s requests or concerns as applicable:
