Terms and Conditions

(‘PA Everyday’)
AND:
THE USER –
THIS AGREEMENT

This Agreement is a contract between the User and PA Everyday and applies to the use of PA Everyday services. The User must read, agree and accept all of the Terms and Conditions contained in this Agreement.

The User Agreement is subject to amendment by PA Everyday at any time, at its sole discretion, with advance Notice given to the User. Such Notice is to be given by PA Everyday to the User at least seven (7) days in advance to any amendment to the User Agreement, Privacy Policy or any other policy and/or issue.

The most current version of the User Agreement, which will supersede all earlier versions, can be accessed through the hyperlink at the bottom of the PA Everyday website. Your membership will constitute an acceptance of the User Agreement and continued membership an acceptance of the most recent version of the User Agreement.
PA Everyday standard operating hours are 8:30am to 5:30pm Australian Eastern Standard time.

The user agrees to a minimum term as selected in the sign-up form. The User may close its Account at any time by completing the online cancellation form. A minimum of 30 days notice is required for all accounts. If the User’s Account has not been closed before the next Billing Period the account will be automatically renewed.

The user agrees that it will at all times be responsible for providing clear and unambiguous instruction to PA Everyday and its representatives. When applicable, for reasons of uncertainty and / or ambiguity, PA Everyday may request the user to provide written instructions with respect to the task to be performed.

Please read the document carefully as it forms the agreement between PA Everyday and the User.

1. ISSUES AND INTERPRETATION
Definitions
1.1 In this Deed:
Account means an online direct debit account registered with Peoplehub Pty Ltd. All payments made to PA Everyday by the User are to be made via Gateway.

Agreement means this Agreement and includes any schedule or annexure to it.
Billing Period means the period between billings by PA Everyday for the Services to the User, fortnightly or 4-weekly.
Excess Usage means the User has exceeded its standard number of hours per month for Services by PA Everyday. This may take place by the user:

Exceeding the allocated number of hours as per the package selected; OR
Requesting that the Virtual Assistant work over-time on any given day

Overtime means work performed by the staff of PA Everyday on behalf of the user in which the work is performed outside the PA Everyday operating hours

Confidential Information means all technical and non-technical information disclosed for or in connection with the User Agreement including information related to current, future and proposed products and services of each of the parties. All confidential information remains the property of the disclosing parties. Confidential information includes, but is not limited to the following :
  1. Information which either orally or in writing is designated or indicated as being the confidential information of any party;
  2. Information derived or produced party or wholly from the information including any research, experimental work, development, financial information, calculation, conclusion, summary, report or computer modeling;
  3. Information derived or produced party or wholly from the information including customer lists, employees, business and contractual relationships, sales and marketing plans; and
  4. Trade secrets or information which are capable of protection at law or at equity as confidential information, whether or not the information is disclosed orally, in writing or in electronic form, before, on or after the date of this agreement, and is a result of the discussions between the parties consuming or arising out of this agreement.
Confidential information does not include any information which is already in the public domain, or can be proved to have been obtained by the receiving party from a source other than the other party to this agreement.

Intellectual property shall mean all right, title and interest and to all of the following:

  1. registered and unregistered trade marks, service marks and logos’
  2. patents, patent applications, and patentable ideas, inventions and/or improvements.
  3. trade secrets, proprietary information and know-how;
  4. registered and unregistered copyrights including, without limitation, any forms, images, audio visual displays, text, software and;
  5. all other intellectual property, proprietary rights or other rights related to intangible property which are used, developed, comprising, embodied in, or practised in connection with any of the technologies owned by BPA.
  6. Services means those services defined in clause 2.1.

Virtual Assistant means a business support individual in the employ of PA Everyday performing services for the User virtually.

Terminating Event means any event which occurs in clause 8.1 of this Agreement.

2. SERVICES TO BE PROVIDED BY PA EVERYDAY
2..1 Tasks on Tap Services
Access to the following staff on a pay-per-hour basis
  1. Virtual Assistant
  2. Call Centre Agents
  3. Graphic Designers
  4. Web Designers
  5. Online Marketing Staff
  6. Web Programmers
  7. Software Developers
  8. (viii) Other tasks – please refer to website
  9. (ix) Search engine optimisation (as guided and trained by the User)
2.2 Staff Leasing Services
Staff will work for the Users organisation during the set shifts decided upon at the time of commencing the agreement. PA Everyday agrees in consideration of the payment detailed in clause 3 below to provide the User the following services (‘the Services’) as agreed between PA Everyday and the User:
  1. Virtual Assistant
  2. Call Centre Agents
  3. Graphic Designers
  4. Web Designers
  5. Online Marketing Staff
  6. Web Programmers
  7. Software Developers
  8. (viii) Other tasks – please refer to website
  9. (ix) Search engine optimisation (as guided and trained by the User)
2.2.1 Staff Abences
The user agrees to a total of 2 paid absent days per quarter. This is to be calculated no the calendar quarter, with anypro-rata amounts for the initial quarter being taken into consideration.

2.3 Total Outsourcing
Call centre services as set out within a customised proposal to be approved and signed by both The User and PA everyday. The key components of Total Outsourcing include, but are not limited to the following:
  1. Call Centre configuration
  2. Call centre staff training
  3. Call centre list acquisition
  4. Call Centre CRM development and implementation
The cost of calls and softphones to be included in all proposal documentation

2.4 The performance of the above tasks is contingent upon the User providing staff from PA Everyday is dependent adequate instruction.

PA Everyday is not liable to the User for any delays, losses, expenses or costs of whatever nature which the User may incur or suffer as a result, whether directly or indirectly, of issues associated with the Administration Tasks performed by the Virtual Assistant if it can be shown that the User has failed to provide adequate instructions.

The user agrees that it will at all times be responsible for providing clear and unambiguous instruction to PA Everyday and its representatives. When applicable, for reasons of uncertainty and / or ambiguity, PA Everyday may request the user to provide written instructions with respect to the task to be performed.

2.5 The staff management website is sourced from a third-party and provided by PA Everyday to the User at no charge for the User’s benefit.

PA Everyday is not liable to the User for any losses, damages, expenses or costs of whatever nature which the User may incur or suffer as a result, whether directly or indirectly, of issues associated with the Project Management software.

3. HOURS OF OPERATION

3.1 PA everyday staff will be available between 8:30am and 5:30pm Australian Eastern Standard Time (‘AEST’).

3.2 To arrange services to be performed by Virtual Assistant/s outside of the working hours noted above at clause 3.1, the User should make contact with PA Everyday.

4. TERMS OF PAYMENT

4.1 Tasks on Tap Users agree to be billed $30 per month (plus tax) for membership debited monthly in advance from a credit card. The User also agrees to be billed every Tuesday for work performed on the Users account during the previous work week ending Sunday. The user agrees to view the online staff management website each week and provide feedback with respect to hours billed. Failure to provide feedback by 11:30am on the Monday prior to billing will be deemed as implied agreement of the billable hours for the previous week as stated in the staff management website.

4.2 Staff Leasing Users agree to pay PA Everyday in advance the fees in respect of the provision of the Service in the frequency set out in the PA everyday client agreement document. Excess Usage will be billed to the User’s Account at the end of each Billing Period. The User authorises PA Everyday to debit any Excess Usage from the User’s Account.

4.3 Failed Payments

4.3.1 Staff Leasing Users. You will be immediately notified of a failed payment. We will attempt to debit the amount (plus the failed payment fee) 5 working days after the initial failed payment. If the second (2nd) attempt also fails, you account will be immediately placed on hold until the payment is sent to PA everyday via direct deposit. During this on hold period, fees for the leasing of your staff member continue to be billed. you agree that the on hold period remains billable

4.3.2 Failed payments will incur a $25.00 administration fee. This will be added to the User’s next account and debited accordingly.The user authorises PA Everyday to reduce the regular billing amount in order to receiver unpaid fees.

4.4 Changes to PA Everydays' fee schedule are effective after the User is provided with Notice of seven (7) days. Any changes to the fees will become effective at the beginning of the next Billing Period for existing User’s.

Closing Account

4.5 The User may close its Account at any time by completing the online cancellation form. A minimum of 30 days notice is required for all accounts. If the User’s Account has not been closed before the next Billing Period the account will be automatically renewed.

5. PRIVACY POLICY

5.1 In addition to reviewing this Agreement, it is recommended that the User read the Privacy Policy in order to appreciate and better understand PA Everyday’s commitment to maintaining the User’s privacy, as well as PA Everyday’s use and disclosure of Confidential Information.

5.2 PA Everyday recognises its obligations under the Privacy Act 1988 (‘Cth’) and associated federal and state legislation to the User and assures it adherence to such legislation during performance of the Services.

5.3 By agreeing to the terms of this Agreement, the User is also agreeing to the terms of PA Everyday’s Privacy Policy, the terms of which are incorporated herein, and agree that the terms of such policy are reasonable.

6. CONFIDENTIALITY

6.1 Both PA Everyday and the User agree to keep the Confidential Information confidential and not to disclose it to any person except with the consent of the disclosing party, or if required to do so by law. This obligation extends for the period of this agreement and does not merge upon termination.

6.2 Both the User and PA Everyday mutually agree that they will not do or permit to be done any act or thing which might in any way impair the good will or rights that the other party has in relation to its trademarks and / or intellectual property, or which might otherwise prejudice or damage the reputation of either party, its trademarks or its intellectual property.

6.3 PA Everyday recognises that all intellectual property including the trademarks or other trademarks, registered designs, patents and copyright belonging to the User remain the property of the User and, if required, PA Everyday is granted a limited licence in such intellectual property to allow it to carry out its obligations under this agreement. For the avoidance of doubt, PA Everyday shall have no ownership rights in the User’s intellectual property or any improvements to the intellectual property including but not limited to any modifications, enhancements, or derivatives of the intellectual property developed and / or arising after the date hereof beyond the rights provided to PA Everyday under this clause.

7. INDEMNITY

7.1 The User agrees to release, indemnify, defend and hold harmless PA Everyday and their related bodies corporate against all losses, damages, expenses, liabilities and costs of whatever nature (including legal costs on a Solicitor and own client basis) which it or they incur or suffer as a result, whether directly or indirectly, of any breach of this agreement by the User.

7.2 In addition to point 7.1 above, and for the avoidance of doubt in the event that PA Everyday is threatened by suit or sued by a third party due to or arising out of the User’s breach of this Agreement and / or use of the services, or because the User has breached another agreement with a third party, whilst utilising the Services of PA Everyday, PA Everyday will rely upon this clause to seek indemnification for its legal fees in respect of such situation. For the avoidance of doubt the User will be obliged to pay for legal counsel of PA Everyday’s choice at the expense of the User.

8. TERMINATION

8.1 PA Everyday may immediately terminate this Agreement at any time during the period of the Agreement, by giving written Notice of termination to the User for any of the following reasons :

  1. where the User is an individual, he commits an Act of Insolvency.
  2. otherwise becomes liable to be dealt with under any law relating to bankruptcy and/or insolvency;
  3. where the User is a company, a resolution is passed or Court order made for the winding up of that party or an official manager is appointed to that party pursuant to any relevant law;
  4. a receiver or manager or receiver and manager is appointed to the assets or undertaking of the other party or any part thereof;
  5. the User fails to attend to payment of PA Everyday’s account as per terms set out in this Agreement.
  6. the User improperly uses PA Everyday’s services or the User fails to comply with the Terms and Conditions of this Agreement.

In the event or a terminating event PA Everyday undertakes to provide written notice, two (2) days prior to terminating the Agreement with the User.

Effect of Termination

8.2 Upon termination of this Agreement and these Terms and Conditions, all rights granted to the User will terminate and revert to PA Everyday as applicable.

8.3 On expiration or termination of this Agreement, all monies due to PA Everyday under this Agreement shall become payable immediately to PA Everyday.

Rights to Survive Termination

8.4 Termination of this Agreement shall not release either party from any liability or right of action which at the time of expiry or termination has already accrued to either party or which may thereafter accrue in respect of any act or omission prior to such expiry or termination. Such rights shall include but not be limited to the recovery of any monies due under this Agreement.

9. SEVERABILITY

These terms and conditions shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.

10. ASSIGNMENT

The rights of a party pursuant to this Agreement may not be assigned by a party nor may the obligations of a party be subcontracted.

11. WAIVER
Any waiver or forbearance by PA Everyday in regard to the performance of the Terms and Conditions by the User shall not affect the existence and continued applicability of the provisions of these Terms and Conditions.

12. ENTIRE UNDERSTANDING

This Agreement:

  1. is the entire Agreement and understanding between the parties on everything connected with the subject matter of this Agreement; and
  2. supersedes any prior Agreement or understanding on anything connected with that subject matter.
  3. Supersedes any agreement that may be entered into by the user and a staff member of PA Everyday

13. NOTICES

13.1 Service of any notice under or relating to these Terms and Conditions shall be sufficiently served if sent by email to the last known email address of the User to be served and shall be deemed to have been duly served at the time such an email has been sent, provided that the sender does not receive a message that the email has failed to reach the recipient.

14. DISPUTE RESOLUTION

14.1 Any dispute or difference whatsoever arising out of or in connection with this contract shall be submitted to mediation in accordance with, and subject to, The Institute of Arbitrators & Mediators Australia ‘Mediation and Conciliation Rules.’

14.2 The legal forum for the dispute shall be deemed to be the state of New South Wales.

14.3 If the dispute or difference is not settled within 30 days of the submission to mediation (unless such period is extended by agreement of the parties), either party may proceed to litigate the matter in a Court of competent jurisdiction within the State of New South Wales.

14.4 Notwithstanding the existence of a dispute or difference each party shall continue to perform the Agreement.
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