YPC Virtual TeamYPC Virtual Team
Service Agreement Terms and Conditions
1. Definitions
“YPC Virtual Team” means the Business Name registered to Your Phones Covered Pty Ltd, , a company incorporated under the Corporations Act 2001 (Cth) of Australia. https://yourphonescovered.com.au/
“The Client” means the business, organization or person named in YPC Virtual Team Description of Services Document.
“Description of Services” means the document that describes the services that the Client has engaged YPC Virtual Team to deliver, this document may be Invoice issued by YPC Virtual Team to the Client.
“Service Agreement” means the Terms and Conditions published to YPC Virtual Team’s website at https://ypcvirtualteam.com/terms-and-conditions/
“Services” mean the activities the Client has requested and engaged YPC Virtual Team to perform and deliver as described in the Description of Services, this document may be the Invoice issued by YPC Virtual Team.
2. Term and Termination of Service Agreement
a. This Service Agreement shall remain in effect unless terminated as provided herein. Either party may terminate this Agreement without cause by providing the other party with twenty-eight (28) days’ written notice. For the purposes of this Agreement, “written notice” is deemed to include communications sent via the official and customary electronic mail (email) addresses utilized by the parties for their communications.
b. Should the Client elect to terminate this Agreement, the Client is obligated to settle all fees incurred up to the date specified for termination. Such payment must be made within two (2) business days following the issuance of the termination notice.
c. In the event that YPC Virtual Team initiates the termination of this Agreement, the Client is required to fulfill all outstanding financial obligations within seven (7) calendar days from the date of service or communication of the termination notice.
d. The obligations under this section regarding the settlement of fees shall survive the termination of this Agreement, ensuring that all financial obligations are met in accordance with the terms outlined herein.
3. Legality of Service Requests
a. The Client hereby agrees to request only those activities from YPC Virtual Team that are lawful within all jurisdictions where the Services are to be executed. It is the responsibility of the Client to conduct due diligence and ensure that their requests comply with all applicable laws and regulations.
b. The Client agrees to indemnify and hold harmless YPC Virtual Team, its officers, directors, employees, agents, and successors from and against any claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees), judgments, fines, and penalties based upon or arising out of any action, inaction, omission, or commission by the Client in connection with the requests or instructions provided to YPC Virtual Team, or the Client’s breach of this agreement.
c. This indemnification obligation will survive the termination or expiration of this agreement and the completion of the Services provided by YPC Virtual Team.
4. Warranty
a. Due Diligence by the Client: The Client confirms that it has conducted thorough investigations to verify that YPC Virtual Team possesses the necessary qualifications, resources, and capabilities to perform the Services outlined in the Description of Services. The Client’s decision to engage YPC Virtual Team for these Services is based upon these investigations.
b. Performance Commitment by YPC Virtual Team: YPC Virtual Team commits to making reasonable efforts to perform the Services as detailed in the Description of Services, adhering to the standards of professionalism and industry practices applicable to such Services.
c. Limitation of Warranties: YPC Virtual Team expressly disclaims all warranties, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. YPC Virtual Team does not warrant that the Services will meet the Client’s specific requirements or expectations, nor does it guarantee that the execution of Services will be uninterrupted or error-free.
d. Acknowledgement by the Client: The Client acknowledges and agrees that, by entering into this Service Agreement, reliance is solely based on the Client’s due diligence and not on any representations or warranties by YPC Virtual Team beyond those explicitly stated herein.
5. Indemnification
a. Indemnification Obligation: The Client shall indemnify, defend, and hold harmless YPC Virtual Team, its parent company, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns, and employees (collectively, “Indemnified Parties”), from and against any and all claims, demands, suits, actions, proceedings, losses, damages, costs, charges, reasonable attorneys’ fees, liabilities, and expenses (collectively, “Claims”), whatsoever either at law or in equity, that may arise or result, directly or indirectly, from:
i. any act or omission of the Client or its officers, employees, agents, or representatives;
ii. the Client’s use of Services;
iii. the Client’s breach of this Service Agreement;
iv. any infringement of third-party rights, including but not limited to intellectual property rights, by the Client.
b. Defense and Settlement: The Client will assume the defense of any Claim brought against the Indemnified Parties under this section, with counsel of the Client’s choosing subject to YPC Virtual Team’s approval, which shall not be unreasonably withheld. The Client shall not settle any Claim in a manner that admits guilt or liability on the part of the Indemnified Parties without their prior written consent, which shall not be unreasonably withheld or delayed.
c. Notice and Cooperation: YPC Virtual Team will promptly notify the Client of any Claim for which it seeks indemnification and will cooperate with the Client at the Client’s expense in defending the Claim. Failure to promptly notify the Client will not relieve the Client of their obligations under this section except to the extent that the failure materially prejudices the Client’s ability to defend the Claim.
6. Limitation of Liability
a. Scope of Liability: YPC Virtual Team’s liability to the Client for any and all causes of action arising out of or related to this Service Agreement, including but not limited to negligence, shall be limited to the total amount paid by the Client to YPC Virtual Team under this Agreement in the twelve (12) months preceding the event giving rise to the claim. In no event shall YPC Virtual Team be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of revenue, loss of business opportunity or advantage, loss of use, or interruption of business, regardless of the legal theory under which such damages are sought, and whether or not YPC Virtual Team has been advised of the possibility of such damages.
b. Exclusions: YPC Virtual Team shall not be liable for any claims, losses, expenses, or damages whatsoever, arising directly or indirectly from the Client’s use or operation of the Services, including any consequential loss, or to any third party, or from any failure of the Services, whether defective or not. This limitation applies regardless of the nature of the loss or damage, whether foreseeable or unforeseeable, and regardless of the failure of the essential purpose of any limited remedy.
c. Client Acknowledgment: The Client acknowledges and agrees that the limitations of liability set forth in this clause are a fundamental element of the basis of the bargain between YPC Virtual Team and the Client, and that YPC Virtual Team would not be able to provide the Services on an economically reasonable basis without such limitations.
d. Applicability: This limitation of liability shall apply to the fullest extent permitted by law and shall survive the termination or expiration of this Agreement.
7. Payment
a. Invoicing: YPC Virtual Team will issue an invoice to the Client for any Services provided under the terms of this Service Agreement. Each invoice will detail the Services rendered, the total amount due, and the payment due date.
b. Payment Obligations: The Client agrees to remit payment to YPC Virtual Team on or before the invoice due date. Payments shall be made in the currency specified in the invoice by the methods approved by YPC Virtual Team.
c. Late Payment: In the event an invoice remains unpaid after its due date, YPC Virtual Team reserves the right to:
i. Suspend the provision of Services until full payment is received.
ii. Charge a late payment fee on the outstanding amount at a rate of 10% per month or the maximum rate permitted by law, whichever is lower, calculated from the due date until the date payment is received in full.
iii. Initiate legal proceedings to recover the outstanding amount, the Client agrees to pay any legal fees and costs incurred by YPC Virtual Team connected to recovering the outstanding amount.
d. Disputes: Should the Client dispute any portion of an invoice, the Client must notify YPC Virtual Team in writing within 7 days of receipt of the invoice, clearly outlining the disputed amount and the basis of the dispute. The Client agrees to pay the undisputed portion of the invoice by the due date. The parties shall endeavor to resolve the dispute in good faith. However, unresolved disputes may be subject to resolution in accordance with the dispute resolution clause of this Agreement.
e. Changes in Services: Any changes to the Services that may affect the invoicing shall be documented in writing and agreed upon by both parties prior to implementation. This may include adjustments in rates, scope of services, or any other aspect that would impact the payment terms outlined herein.
8. Confidential Information and Non-Disclosure
a. Rights and Permissions: The Client confirms it has the express rights and/or obtained necessary permissions to share any information with YPC Virtual Team for service provision. This encompasses personal data, proprietary information, and other confidential data.
b. Confidentiality Obligations: YPC Virtual Team commits to maintaining the confidentiality of all information received from the Client, its customers, or third parties, using it solely for service delivery and not disclosing it without prior written consent, except as required by law. YPC Virtual Team will implement reasonable security measures to protect this information’s integrity and confidentiality.
c. Receipt and Treatment of Confidential Information: YPC Virtual Team may receive confidential information about the Client, its customers, or business operations, which will be treated with the utmost confidentiality, disclosed only to personnel as necessary, and protected from unauthorized disclosure.
d. Exclusions from Confidential Information: Does not cover information already known to YPC Virtual Team, publicly disclosed, received from third parties without confidentiality obligations, or independently developed by YPC Virtual Team.
e. Required Disclosure: If legally compelled to disclose Confidential Information, YPC Virtual Team will notify the Client to seek a protective order or similar, disclosing only the minimal required information and striving for confidential treatment.
f. Indemnification by Client: The Client will indemnify YPC Virtual Team against claims arising from information provided by the Client, including privacy, confidentiality, or proprietary rights infringements, and applicable law violations.
g. Duration of Confidentiality Obligation: Obligations extend indefinitely post-agreement termination, or for a specified duration for trade secrets as per applicable law.
h. Return or Destruction of Confidential Information: Upon termination, or at the Client’s request, YPC Virtual Team will return or destroy all confidential information, retaining only legally required copies.
i. Survival: The confidentiality obligations outlined herein will survive the termination or expiration of this Agreement, ensuring ongoing protection of the confidential information.
j. Breach of Confidentiality by YPC Virtual Team: In the event of a confidentiality breach by YPC Virtual Team, the Client is entitled to seek equitable relief, such as injunctions, to prevent or halt any further unauthorized use or disclosure of confidential information. This remedy is in lieu of monetary damages from YPC Virtual Team, the Client further agrees not to seek any form of monetary measures to address and rectify the breach.
10. Non-Solicitation
a. Restriction on Employment: The Client agrees not to hire, engage, or solicit for employment, either directly or indirectly, any current or former employee or officer of YPC Virtual Team, without the explicit prior written consent of YPC Virtual Team. This restriction applies during the term of this Agreement and for a period of two (2) years following the end of the employee’s or officer’s association with YPC Virtual Team.
b. Recruitment Fee: In the event the Client hires an employee or officer of YPC Virtual Team in violation of this clause, the Client shall be obligated to pay YPC Virtual Team a recruitment fee. This fee shall be the greater of US$10,000.00 or 20% of the hired individual’s total annual compensation, including any bonuses, at the time of their departure from YPC Virtual Team.
c. Scope of Restriction: This non-solicitation obligation covers all forms of direct and indirect recruitment, hiring, or engagement of YPC Virtual Team’s employees or officers, including but not limited to employment offers, consultancy contracts, and any other form of professional engagement.
d. Written Agreement Exception: Any exceptions to this non-solicitation clause must be agreed upon in writing by both the Client and YPC Virtual Team prior to any engagement or employment offer to the concerned employee or officer.
e. Duration of Obligation: The non-solicitation obligation is effective immediately upon the execution of this Agreement and remains in effect until two (2) years after the employee or officer has terminated their working relationship with YPC Virtual Team.
11. Force Majeure
a. Definition: For the purposes of this Agreement, “Force Majeure” refers to any event beyond the reasonable control of YPC Virtual Team, which prevents or impedes YPC Virtual Team from fulfilling any of its contractual obligations. These events may include, but are not limited to, natural disasters (e.g., typhoons, floods, landslides, earthquakes, volcanic eruptions, tsunamis, lightning), acts of God, technological failures, acts or regulations of governmental or supranational authorities, war, national emergencies, accidents, fires, riots, martial law, industrial disputes (including those involving YPC Virtual Team employees), epidemics, pandemics, and any other events of a similar nature or force.
b. Exemption from Liability: YPC Virtual Team shall not be held liable, nor deemed to be in breach of this Agreement, for any delay or failure in performance resulting directly or indirectly from acts of Force Majeure. This exemption includes any obligations under the Service Agreement that cannot be fulfilled due to the occurrence of Force Majeure events.
c. Notification: Upon becoming aware of an event of Force Majeure that affects its ability to perform its obligations under this Agreement, YPC Virtual Team shall promptly notify the Client, detailing the nature of the Force Majeure event, its expected duration, and the anticipated impact on its ability to fulfill its obligations.
d. Mitigation: YPC Virtual Team agrees to take all reasonable steps to minimize the effects of the Force Majeure event and to resume performance of its obligations as soon as reasonably possible. This includes deploying alternative means of service delivery, where feasible.
e. Termination: If the Force Majeure event persists for a continuous period of more than [specify number] days, either party may terminate the Service Agreement upon written notice to the other party. Any such termination shall be without prejudice to the rights of either party in respect of any breach of the Agreement occurring prior to the occurrence of the Force Majeure event.
12. Severability
a. Continuation of Valid Provisions: In the event that any provision of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the remaining provisions of this Agreement, which shall continue in full force and effect.
b. Modification for Validity: If any provision of this Agreement is found invalid or unenforceable, but could be made valid and enforceable by limiting its scope, then such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable. The court making such determination is hereby granted the power to reduce the scope, duration, or area of application of the provision, to delete specific words or phrases, or to replace any invalid or unenforceable provision with a provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable provision.
13. Governing Law and Jurisdiction
a. Governing Law: This Agreement, and any dispute arising out of or in connection with this Agreement, shall be governed by and construed in accordance with the laws of New South Wales, Australia, without regard to its conflict of law principles that would require the application of the laws of another jurisdiction.
b. Jurisdiction: The parties agree that the courts of New South Wales, Australia, shall have exclusive jurisdiction to resolve any disputes, claims, or controversies arising out of or in connection with this Agreement, including any questions regarding its existence, validity, interpretation, breach, or termination. The parties expressly submit and consent to the jurisdiction of said courts for such purposes.