This Team as a Service Agreement (“Agreement”) is made and entered into by and between:
Company means PATONA DIGITAL PTY LTD (ABN 92 654 805 437) T/A teamified
– and –
[CLIENT COMPANY NAME] (ACN or ABN) (“CLIENT”).
WHEREAS, teamified is an independent service provider with the necessary capital, equipment and expertise, primarily engaged in the business of providing professional services;
WHEREAS, CLIENT is in need of an independent contractor capable of providing Professional Services;
WHEREAS, teamified has offered its services and expertise to perform the provision of Professional Services for CLIENT and the latter has accepted the offer;
NOW THEREFORE, for and in consideration of the foregoing premises, the parties hereto have agreed as follows:
A. This Agreement shall take effect on
B. The Agreement shall remain in effect until terminated in accordance with the terms below.
C. The CLIENT may, at any time, terminate this Agreement, as mentioned in Section I, upon prior written notice to teamified of at least Ninety (90) days. The CLIENT shall be required to pay all the fees, charges and entitlements due and payable to the Personnel under applicable labour laws in accordance with Section IV.
D. Both parties may terminate this Agreement in the event of a material breach made by the BREACHING PARTY, by serving a written notice (Notice of Breach) to said BREACHING PARTY. The BREACHING PARTY shall be given a period of fifteen (15) calendar days counted from the receipt of Notice of Breach to correct or remedy the said material breach, otherwise the Agreement shall be automatically terminated, without need of judicial action. Any payments due to the NON-BREACHING PARTY shall be due immediately and shall be made within three (3) banking days from the date of termination of the Agreement. The Notice of Breach must describe with particularity the material breach alleged to have been committed by the BREACHING PARTY and that this is without prejudice to the right of either Party to
pursue any other appropriate legal action against the BREACHING PARTY.
A. teamified shall provide the following services to the CLIENT:
B. Team as a Service. teamified shall provide the CLIENT with the necessary Personnel (TEAMIFIED and/or third party Personnel) to assist with the accomplishment of the professional service. If teamified subcontracts all or any part of its obligations under this Agreement to a third party (Third Party), it will not be discharged from any liability under this Agreement, and will be liable for the acts or omissions of the Third Party and any personnel engaged by the Third Party (Third Party Personnel). In this regard, both TEAMIFIED and the CLIENT agree to abide by the terms and conditions stated in Appendix A herein in relation to the management and supervision of the Personnel to be assigned to the CLIENT account. To avoid doubt, a reference to Personnel includes persons engaged by or on behalf of teamified and any Third Party Personnel.
C. Additional Services teamified may from time to time agree to undertake additional services for the CLIENT on a case-by-case basis. Any additional services will be the set out in a separate Statement of Work (SOW) to be provided by teamified and will be subject to any further terms and conditions set out in the SOW.
D. In performing its obligations under this Agreement, teamified agrees that it will supply the services and the Personnel to perform the following obligations under this Agreement:
a. in accordance with this Agreement;
b. with due care, skill and diligence;
c. in a timely and professional manner;
d. in a manner which will be fit for its intended purpose;
e. in accordance with all reasonable instructions from the CLIENT; and
f. with the degree of skill, care and diligence expected of a contractor performing the same or similar services
E. teamified will at its own expense replace any personnel that have been supplied and deemed not suitable for the role.
F. teamified undertakes to provide all Personnel with a serviced office environment as detailed in Section V and all other materials, equipment and resources necessary so as to allow the Personnel to perform their obligations under its own cost.
G. teamified must require all Personnel assigned to the CLIENT’s account to sign, and will take all reasonable steps to ensure that they Personnel comply with, an agreement that requires such Personnel to:
H. in terms that are substantially consistent with those set out in Section VI below, not disclose the CLIENT’s Confidential Information and agree that any intellectual property created during the services
contemplated by this Agreement shall remain with or be assigned to the CLIENT;
I. not gain unauthorised access to any of the CLIENT’s data, or any environment, system, Confidential Information or Intellectual Property of the CLIENT;
J. maintain the confidentiality and security of any account details or passwords;
K. comply with all obligations under all privacy and security laws applicable at all times;
L. not publish, post, upload or otherwise transmit data that contains any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with information or property of any person;
M. not use or knowingly permit the use of any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the CLIENT without express permission;
N. comply with any other security requirements or policies of the CLIENT, as may be provided from time to time.
O. comply with any other policies or procedures prescribed by the CLIENT from time to time; and
P. undergo applicable compliance training as assigned by the CLIENT.
A. teamified shall provide the CLIENT with Personnel in accordance with the qualifications set forth by the CLIENT under paragraph B hereof.
B. Prior to the hiring and assignment of Personnel to the CLIENT’s account, the CLIENT shall supply teamified with:
a. The positions to be occupied by the Personnel;
b. A job description for each position type;
c. The qualifications for each position;
d. Related tools or methods specific to the CLIENT (e.g. company values, technical exams, etc.), necessary in determining the qualifications of the Personnel;
e. A list of the work performance expectations from the prospective Personnel;
f. Conduct expectations from the prospective Personnel; and
g. Any other related method for evaluating Personnel’s performance;
C. teamified shall screen Personnel in accordance with its standard hiring procedures, which must include police/criminal background checks. The CLIENT may require Personnel to undergo additional checks reasonably necessary for the position to be occupied.
D. teamified shall take all reasonable steps to ensure that it, and its Personnel, do not have any actual, apparent or perceived conflict of interest in providing services under this Agreement to the CLIENT and
teamified must implement appropriate screening processes to ensure any conflicts are promptly identified and addressed throughout the term of the Agreement.
E. The terms and conditions for supervising the work to be performed by the Personnel providing services under this Agreement shall be governed by the terms and conditions set under Appendix A of this Agreement.
F. The CLIENT may, at any time, terminate Personnel provided by teamified under this Agreement, upon prior written notice to teamified of at least Thirty (30) days. The CLIENT shall be required to pay all the fees due hereunder until the termination date of the personnel.
A. For and in consideration of the services to be rendered by the positions hired and assigned to CLIENT, the latter hereby agrees, during the term of this Agreement, to pay the fees as agreed by the parties.
B. The agreed cost to the CLIENT for Personnel employed on a permanent basis shall be as follows:
a. the cost of personnel (their salary) to teamified, and
b. an additional margin of 30%, and
c. an additional cost of $450/ month for all personnel employed with an annual cost lower than $60,000 AUD, and
d. additional charges for any entitlements which it is found that Personnel are entitled to pursuant to the laws and regulations of the nation state, region or town in which they are residing per person for each member of Personnel
C. Payment Procedure – The CLIENT shall pay the MONTHLY FEES in advance. The CLIENT shall receive an invoice of the MONTHLY FEES in Australian Dollars amounts on or around the 21st day of the preceding
billable month, the payment of which shall be made within fourteen (14) days from the issue of that invoice, and that invoice payment by CLIENT will cover teamified’s expenses anticipated to be incurred by CLIENT for the following billable month. Upon receipt of the invoice statement of account by the CLIENT, the amount stated therein shall be due and demandable upon receipt, and the CLIENT has fourteen (14) days from the date of the Invoice to make full payment.
D. Late Payments - If a CLIENT fails to make a payment within fourteen (14) days from the date issuance, CLIENT shall pay interest on the overdue amount at the rate of 0.15% per day. Interest shall accrue on
a daily basis from the due date until actual payment of the overdue amount is received, whether before or after judgment. CLIENT agrees to pay all accrued interest along with the overdue amount.
E. Currency Fluctuation - teamified and the CLIENT agree that the applicable exchange rate between AUD and relevant region currency I.e INR, PHP and USD will be calculated as the average benchmark rate
(per www.xe.com) for the billable month + 2.5%.
F. Monthly fees will be charged at a fixed rate which is amortised yearly to cover leave entitlements of the Personnel. Leave types covered; vacation / service incentive / holiday, public holidays, bereavement
and calamity, casual, compensatory, earned, optional, maternity, paternity, solo parental, special, victims of violence against women and their children, and sick. e.g if a Personnel member takes leave the
CLIENT will still be charged the same monthly fee even if the employee takes the full month off as part of their entitlements.
G. Any outstanding accrued leave entitlements shall be paid by the CLIENT at the termination of the employee.
H. The CLIENT agrees and accepts that all Personnel will be entitled to annual salary reviews with annual salary increases at a rate equivalent to the current Consumer Price Index (CPI) (or a higher rate subject to
agreement with the CLIENT).
A. teamified shall provide the CLIENT with the Personnel necessary who shall accomplish professional services.
B. teamified undertakes to provide all Personnel with a serviced office environment with computer hardware with specifications sufficient to provide the services set out in this Agreement.
C. teamified shall provide the Personnel with standard workstations with its own standard cablings. In the event that CLIENT desires the workstations to have a different type or kind of cabling, the CLIENT shall pay for the cost of such desired cabling as well as any related expenses in the installation of the same.
D. teamified shall only assign such Personnel to the services who have been approved by the CLIENT.
E. teamified shall perform the contracted services in accordance with the scope and description set forth herein. CLIENT may, however, upon a written request, require teamified to provide additional services or personnel, as the CLIENT may deem appropriate and necessary, subject to approval by teamified and payment of the additional service fees agreed by the Parties, as provided under this Agreement.
F. teamified agrees to follow all applicable labour laws, especially those relating to proper payment of salaries, termination, benefits and other labour regulations within the country from which the subject Personnel were outsourced.
G. teamified will maintain ownership of all equipment purchased by teamified. Equipment must meet CLIENT’s minimum standards, which will be made known to teamified prior to the commencement of this Agreement and which shall not be higher or more extensive than is reasonable in all the circumstances. CLIENT shall have the right to install their own Antivirus solution, must be provided with serial numbers of devices, and all devices must be wiped securely when services are terminated.
H. teamified will assist the CLIENT in the purchase of any such new equipment/ computer/ hardware at the sole cost of the CLIENT. Equipment purchased by the CLIENT will be of ownership of the CLIENT, provided further that any and all software installations and/or updates must originate from a genuine source. Any damage resulting by reason of the CLIENT’s installation of an unauthorized software or software from an unverified source, shall be for the CLIENT’s exclusive account.
I. teamified shall provide adequate security measures within its premises for the protection of its Personnel, office environment and the CLIENT’s or CLIENT’S PROJECT ACCOUNT REPRESENTATIVE’s account including through provision of a) a closed-circuit television system to monitor staff at all times and the CCTV and b) a Biometrics Door Access System to regulate access and record the identity of each person who enters the office and such other security measures as reasonably necessary.
J. teamified shall ensure its premises have reasonable backup/redundancies for power and internet connectivity.
CONFIDENTIALITY
The Disclosing Party’s Confidential Information shall not include information that
Provided, however, that in the case of paragraph (e), the Receiving Party shall so far as is reasonably possible in the circumstances, first have given notice to the Disclosing Party so that a protective order, if appropriate, may be sought by the Disclosing Party.
teamified must return all documents and materials, regardless of form, which contain or embody Confidential Information, delete any electronic copies of Confidential Information and cease to use the Confidential Information or any part of it immediately when requested by the Disclosing Party to do so.
B. INVENTIONS ASSIGNMENT
i. “Intellectual Property” means all intellectual and technological property of whatever kind including but not limited to all inventions, designs, patterns, packaging, circuit layouts, artwork, protocols, patents, formula, compositions, computer programs, mathematical equations, databases, trade secrets, know-how, processes, application, treatment and methodology, trademarks, brand names, domain names, internet addresses, logos, words and phraseology, including all other non-descript material, documents and merchandise, copyright material, all registrable and non-registrable designs, registered or unregistered patents, trademarks, service marks, know-how, business names and all mental and human thoughts, ideas and intellect.
ii. “Intellectual Property Rights” means all trade secrets, copyrights, trademarks, mask work rights, patents and other industrial or intellectual property rights recognized under international laws and treaties, whether registrable or not, including in respect of Intellectual Property.
iii. “Moral Rights” means the right of the author to exercise acts of ownership over his work such as but not limited to alteration, distortion, and recognition of authorship.
Provided that, the above shall not authorize the CLIENT to: (a) use the teamified’s name, or the title of its work, or otherwise to make use of teamified’s reputation with respect to any version or adaptation of its work which, because of alterations therein, would substantially tend to injure the literary or artistic reputation of another author; or (b) to use teamified’s name with respect to a work that it did not create. Provided further, that if any of teamified’s Background IP is included or incorporated into the Inventions, then teamified grants CLIENT with a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide licence to use the Background IP in connection with the Invention. teamified warrants and represents that it has the legal right and entitlement to grant the licence to its Background IP to the CLIENT as contemplated in this Section.
All expenses that may result by reason of the assignment of inventions such as but not limited to transfer documentation, taxes, Intellectual Property registration, and upkeep fees, shall be shouldered by the CLIENT.
Notwithstanding anything to the contrary hereunder, each Party will retain all right, title and interest in Intellectual Property Rights owned by or otherwise licensed to a party before the commence of services under this Agreement (Background IP).
A. teamified must comply with the requirements of the Privacy Act 1988 (Cth) in relation to any Personal Information it receives or which is otherwise made available by the CLIENT.
B. teamified must:
C. For the purposes of this clause:
A. teamified represents and warrants to CLIENT that it is a duly registered company under Australian law with the necessary capital, equipment and expertise to independently perform all its obligations under this Agreement.
B.CLIENT represents and warrants to teamified that CLIENT is a duly registered corporation under the laws of Australia, with full right, power and authority to enter into this Agreement.
C. CLIENT warrants that it has the necessary capital to independently perform its obligations under this Agreement.
D. CLIENT warrants that by entering into this Agreement, it shall not violate any laws of Australia, including but not limited to labour and taxation laws.
E. The CLIENT represents and warrants to teamified that for the term of the Agreement and for a period of one (1) year following its termination or expiration, it will not directly, indirectly or through third parties solicit or hire any of the teamified Personnel (including Personnel from Third Parties that the CLIENT may meet through teamified) including but not limited to key personnel, or senior employees, or anyone who directly or indirectly conducted work for the CLIENT through teamified unless it seeks permission from teamified to do so and receives written permission from teamified. A breach by the CLIENT of this clause is a material breach by the BREACHING PARTY of this Agreement.
F. teamified represents and warrants to CLIENT that (i) teamified possesses the business, professional and technical expertise and the resources, to perform its obligations under this Agreement; (ii) teamified is aware of the standards and services required by the CLIENT under Section III par. B of this Agreement; and (iii) teamified possesses, as of the date of this Agreement, and shall maintain in effect for the term of this Agreement, the requisite permits, licenses, certificates, insurances and approvals under any applicable law to perform its Services under this Agreement.
G. teamified shall exercise reasonable care and diligence to ensure that all Personnel hired and assigned under the CLIENT’s account shall be in accordance with Section III paragraph B of this Agreement.
H. Without limiting clause VII.E. TEAMIFIED represents and warrants that it will, at its own expense, effect and maintain such insurances throughout the term of the Agreement that a reasonable and prudent person operating a business substantially similar to that conducted by TEAMIFIED would effect and maintain.
I. Without limiting clause VII.E. teamified represents and warrants that it will, at its own expense, effect and maintain such insurances throughout the term of the Agreement that a reasonable and prudent person operating a business substantially similar to that conducted by teamified would effect and maintain.
A. teamified will defend, indemnify and hold harmless CLIENT, its officers and directors, from and against any and all losses, liabilities, claims, damages, expenses and costs (including reasonable attorney’s fees) (“Losses”) resulting solely from third party claims, demands, suits or proceedings arising out of:
Provided that, in relation to items 1 to 4 above, teamified shall have no obligation to indemnify, defend, or hold harmless CLIENT to the extent of any Losses caused by CLIENT’s negligence, recklessness, willful, or intentional misconduct or material breach of its duties under this Agreement.
A. This Agreement is non-exclusive and shall not in any manner prohibit or preclude either Party from entering into similar agreements with other parties for the same purpose.
B. teamified’s relationship with CLIENT will be that of an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship. teamified will be solely responsible for all tax returns and payments required to be filed with or made to any government and its agencies with respect to teamified’s performance of services and receipt by Personnel of compensation.
C. All notices, demands or other communication given by either Party pursuant to the provisions of this Agreement shall be in writing and shall be sufficiently sent by prepaid registered post to the other Party at the registered office of that Party or at the address specified in this Agreement.
D. teamified shall not be responsible for delays or failures in performance resulting from acts beyond its reasonable control and without its fault or negligence. Such excusable delays or failures may be caused by, among other things, riots, rebellions, accidental explosions, floods, storms, acts of God and similar occurrences.
E. No waiver, amendment or modification of this Agreement shall be effective unless in writing and signed by the Party against whom the waiver, amendment or modification is sought to be enforced. Failure or delay by either Party in exercising any right, power or remedy under this Agreement shall not be construed as a waiver of the right power or remedy. Waiver of any term or condition of this Agreement shall not be construed as a waiver of any other term or condition.
F. The validity, construction and performance of the terms and conditions of this Agreement shall be governed by the laws of Victoria, Australia.
G. This Agreement constitutes the complete and final agreement between the parties and supersedes any and all prior agreements and negotiations concerning the subject matter of this Agreement.
H. If any provision of this Agreement is rendered void by a court or tribunal of competent jurisdiction, the other provisions shall not be affected thereby.
I. Consents or approvals: Except as provided in this Agreement, a Party may give, attach conditions to or withhold any consent or approval under this Agreement at its sole and absolute discretion. A Party is not obliged to give reasons for giving or withholding its consent or approval or for giving its consent or approval subject to conditions.
J. Assignment: CLIENT may not assign, transfer or otherwise deal with all or any of its rights or obligations under this Agreement. teamified may assign, transfer or otherwise deal with all or any of its rights or obligations under this Agreement in its sole discretion upon reasonable notice being provided to CLIENT.
K. Powers, rights and remedies: Except as provided in this Agreement or permitted by law, the powers, rights and remedies of a Party under this Agreement are cumulative and in addition to any other powers, rights and remedies the Party may have.
L. Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.
M. Entire understanding: This Agreement contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
N. Amendment: This Agreement may only be amended by a written instrument executed by all Parties.
O. Counterparts: This Agreement may be executed in any number of counterparts that together will form one instrument.
P. Costs and expenses: Each Party must pay its own costs and expenses (including legal costs) in connection with the negotiation, preparation and execution of this Agreement and any instrument relating to it.
Q. Further assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to this Agreement and their obligations under it.
A. A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Document (including any question regarding its existence, validity or termination) (Dispute) without first meeting with the other Party to seek (in good faith) to resolve the Dispute within seven days of the Dispute arising, unless a longer period is mutually agreed to.
B. If the Parties cannot agree how to resolve the dispute at that initial meeting, any Party may refer the matter to the Resolution Institute to have a mediator appointed. Each party must bear the mediator’s fees equally, but pay their own costs and expenses in relation to the mediation.
C. The dispute resolution process will be deemed to be complied with if:
Nothing in this clause will prevent a Party from seeking urgent injunctive or declaratory relief.
.svg)
