This document sets out the major terms included in Profitmaster's service agreement.
1. During the Term Profitmaster shall:
1.1duly and punctually and in a proper and efficient manner render and provide the Services to the Company at the times and in the manner and containing the documents information and reports the Company from time to time directs;
1.2refrain and forebear from disclosing to any Person (other than a duly authorized employee of the Company) any documents report, or other information furnished or provided by Profitmaster pursuant to this Agreement unless expressly directed so to do by the Company or required for the purpose of causing or assisting in the due compliance with any statute law regulation or other requirement;
1.3warrant that the Key Personnel engaged by Profitmaster for the purpose of providing the Services shall promptly attend to and cause to be attended to all matters necessary in the proper conduct and carrying out of the work required in respect of the Services required to be done from time to time during the Term;
1.4 warrant to the Company that the Key Personnel shall properly manage administer control and conduct the business of the Company and will provide all necessary Know-how as may be required from time to time;
1.5 warrant that the Key Personnel engaged by Profitmaster for the purpose of providing the Services shall be paid in accordance with Profitmaster employment agreement and warrant further that the Key Personnel are insured in accordance with the labor laws of the Philippines including Department of Labor and Employment, SSS (pension fund), Philhealth (health fund) and HDMF (housing fund);
1.6 warrants to the Company that the Key Personnel will not download or store any data owned or used by the Company other than to a server approved by PM and the Company as advised in the Service Agreement.
2. 2.1 The Term of the Agreement commences on the Commencement Date and continues until the date that is 24 months after the Commencement Date. The agreement may be terminated upon the expiry of 30 days after receipt of a written notice given by either party provided that notice cannot be given before 5 months from the Commencement Date.
2.2 During the Term the Company shall:
2.2.1 pay the Fee to Profitmaster;
2.2.2 render to Profitmaster clear and precise instructions necessary to enable Profitmaster to carry out the Services required by the Company.
3. At At all times during and after the Term, the Company will not set up or be engaged in private business or undertake any venture or employment in direct competition with the business of Profitmaster using knowledge or material gained during the course of its engagement under this Service Agreement.
4. The Company and Profitmaster agree that, during the Term of and for a period of twelve (12) months following the expiry of the Term or termination of this Service Agreement, neither will, directly or indirectly, solicit an employee of the other who was in any way involved in the execution of the Services, without prior written consent of the other party. An advertisement in the general media shall not be a violation of this provision.
5. During the Term the Company shall:
5.1properly and adequately supervise the Key Employee’s duties to ensure that it is satisfied with the performance of the Key Employee;
5.2If within 90 days of the Commencement Date the Company determines that it is not satisfied with the performance of the Key Employee then the Company shall notify Profitmaster in writing that it requires Profitmaster to provide a replacement employee within 21 days and Profitmaster without cost to the Company shall use its best endeavors to provide a replacement suitable to the Company within 21 days of the date it received the notification.
5.3if within 90 days of the Commencement Date the Company determines that it is not satisfied with the performance of the Key Employee then the Company shall notify Profitmaster in writing that it requires Profitmaster to provide a replacement employee within 21 days and Profitmaster without cost to the Company shall use its best endeavors to provide a replacement suitable to the Company within 21 days of the date it received the notification.
5.4within 90 days of the Commencement Date, if the Key Employee resigns their employment with Profitmaster then Profitmaster shall notify the Company in writing that it will provide a replacement employee within 21 days and Profitmaster without cost to the Company shall use its best endeavors to provide a replacement suitable to the Company within 21 days of the date of the notification;
5.5if after 90 days of the commencement of the Key Employee, the Key Employee resigns or the Company determines that it is not satisfiedwith the performance of the Key Employee then the Company shall notify Profitmaster in writing that it requires Profitmaster to provide a further replacement employee within 21 days and Profitmaster shall use its best endeavors to provide an employee suitable to the Company within 21 days of the date it received the notification. Profitmaster may charge the Setup Fee to the Company upon engagement of the suitable replacement
5.6if there is no Key Employee providing the Services during any period of this Agreement, other than during a period of leave taken in accordance with the Profitmaster staff leave policy, then the Company may make a written request for a refund of the proportion of the Service Fee paid equal to the proportion of working days not worked by a Key Employee and Profitmaster will refund the unused amount of the Service Fee within 7 days of receiving such written request from the Company.
Alternative Work Arrangements.
5A.1 PM may request the Company to permit the Services to be conducted by the Key Employee at a Remote Workplace under an Alternative Work Arrangement.
5A.2 Prior to the Commencement Date or other date agreed between the Company and PM to be the starting date of an Alternate Work Arrangement PM shall provide the Company with a Work Environment Report and Remote Security Report (the “Reports”) and the Company shall confirm in writing that it consents to the Key Employee conducting the Services at the Remote Workplace under the conditions set out in the Reports.
5A.3 The Company may withdraw its consent to an Alternative Work Arrangement at any time and PM will require the Key Employee to forthwith work in the Profitmaster office.
5A.4 A Key Employee working under an Alternative Work Arrangement may be required to attend PM office for matters including but not limited to supervision, disciplinary matters, performance appraisal, personal development and professional development training and other PM events.
5A.5 PM will seek verbal or written consent from the Company to permit the Key Employee to attend the PM office for matters referred to in clause 5A.4 and the Company shall not unreasonably withhold consent.
5A.6 Costs associated with a requirement under clauses 5A.2 and 5A.4 including transport and accommodation where applicable will be invoiced to the Company for payment in accordance with our payment terms.
6. During the Term.
6.1The Service Fee may change from time to time, and Profitmaster will advise the Company in writing fourteen (14) days prior to the date Profitmaster will commence charging the Company;
6.2A variation of the Service Fee by Profitmaster under this clause may only be made for the following reasons;
a. An annual review to ensure Profitmaster rates and costs are aligned with market rates;
b. Currency exchange variations of more than 2.5%, USD to AUD or PHP to AUD;
c. Change of Key Employee (as agreed by the Company) where there is a change in the employment cost of the Key Employee. For example, the Service Fee may increase to reflect a change in the cost of employment at the end of the employee’s probation period. The employee's probation period runs for 5 months from the Commencement Date.
7. The parties agree:
7.1In consideration of each party giving access to the Confidential Information, the parties hereby covenant, undertake and agrees with each other that:
a. The Confidential Information is and remains at all times the exclusive property of the disclosing party (whether Profitmaster or the Company) and the receiving party to that information will use the Confidential Information only for the purpose stated therein;
b. The party which receives the Confidential Information shall only allow access to the Confidential Information to such of its personnel and employees as are reasonably required to know such Confidential Information for the purpose for which it is disclosed and shall not in any way disclose or make available to other parties employed or subcontracted by it, its parent company, subsidiaries or affiliates (“its personnel”) without the written consent of the other party;
c. The party which receives the Confidential Information will notify such of its personnel as may be exposed to the information of its confidential nature and shall instruct them to refrain from disclosing such information except to the extent reasonably necessary to enable the performance of their duties, as required by law, or as otherwise agreed in writing between the parties, and to undertake all reasonable steps necessary to preserve the confidentiality of the information, including the exercise of not less than the same degree of discretion and precaution applicable with respect to their own Confidential Information;
7.2Any Confidential Information supplied by either party to the other prior to the execution of this Agreement shall be considered in the same manner and be subject to the same treatment as the Confidential Information made available after the execution of this Agreement.
8. Profitmaster agrees:
8.1During the Term of this Agreement and at any time after its termination Profitmaster shall not disclose to any other person, firm or corporation without the previous consent in writing of the Company, any confidential information of any type (including but not aligned to the Company’s intellectual property) relating to the Company or any trade secrets of which Profitmaster shall become possessed while providing the Services, nor shall Profitmaster use or attempt to use any such confidential information in a manner which may cause or be calculated to cause injury or loss to the Company;
8.2Confidential information conveyed orally shall not lose its quality of confidentiality if the Company fails to reduce it to writing or other tangible form.
9. The Company agrees:
9.1the terms of this Agreement are strictly confidential and that they will not disclose to anyone what the terms of this Agreement are unless Profitmaster first agrees to its disclosure in writing;
9.2the above sub-clause does not prevent the Company from disclosing information to their lawyer, accountant, or where the law requires information must be disclosed.
10. Each party agrees that Profitmaster is an international company operating in Clark Economic Freeport Zone, Philippines and the Service Fee is exempt from VAT (Philippines) and GST (Australia).
11. Standard hours of work are Australian Eastern Standard Time (AEST). The Key Employee commences work from 8:30 AM ad finishes at 5:30 PM, with an hour’s break for lunch between 1 PM and 2 PM. Key Employees work a standard working day of 8 hours per day and are flexible on commencement and finishing times within time zones and office opening times. Changes to be provided at least 24 hours before the required date of change.
12. The office is open from 8:00AM through to 5:30PM AEST. Profitmaster can accommodate the Company’s requirements in Brisbane, Sydney, Melbourne (during AEST) and Western Australia. In relation to daylight saving time (AEDT), Profitmaster Staff are available to commence work in Sydney/Melbourne from 9:00AM and can work through until 6:30PM.
13. Staff work to Australian public holidays and receive 15 leave days per year, including sick leave. The office is closed on November 1 each year, All Saints Day.
14. The office is closed for one week over the Christmas period and staff will take unused vacation leave at this time. The Service Fee is payable during the holidays and the Christmas closure. Special working arrangements at an additional charge can be made if required.
15. The Service Fee may increase to reflect a change in the cost of employment at the end of the employee’s probation period. The employee's probation period runs for 5 months from the Commencement Date.
16. If a Profitmaster telephone number is provided, a phone line charge of US$50 in the initial month and then in each succeeding month a charge of US$4.50. Connected Australian calls per minute will be charged as follows:
▪ Mobile: US$0.046
▪ Local/National/Regional: US$0.015
▪ Toll Free: US$0.043 (60/60 seconds increments)
17. Standard hardware and software are provided. We will bill you for additional requirements you may have at cost if required.
18. Foreign exchange rates are based on the ANZ Foreign Exchange Sell Rate on the Commencement Date.
19. Payment of the Service Fee and other costs is to be made to Profitmaster by the Company upon receipt of each month’s invoice. The Service Fee will be invoiced in advance prior to the Commencement Date and then invoiced on the first day of each month thereafter.
20. A Setup fee of AU$2,100.00 for the first staff member, payable once only (not recurring) is payable prior to commencement of recruitment, reduced to AUD$1785.00 for second and subsequent staff. If Profitmaster is unsuccessful in placing a suitable candidate within 12 weeks of payment of the Setup fee, your payment will be refunded.