Client Contract
Client -
Full name: Name on Thrivecart invoice
Contact email: Email on Thrivecart invoice
Monthly fee: $400USD/month
THIS AGREEMENT is made as of agreed start date between Nicole Kiser ("Client") and With Hannah & Co. (“Contractor”) (collectively as the “Parties”).
The Parties have agreed that Client would like to retain Contractor to serve as a virtual assistant, which is more fully described in Exhibit A (the “Services”). The Parties agree to the following:
GENERAL PROVISIONS
Term. This Agreement shall be effective as of the date listed above and shall continue thirty (30) days after written notice of Termination from either Party. Contractor shall provide Services to Client as an independent contractor pursuant to the terms of this Agreement, Exhibit A, and any other Exhibits as may be incorporated under this Agreement from time to time upon acceptance of same by the Parties.
Services and Warranties. The Parties shall perform the Services described in this Agreement and Exhibit A.
Contractor represents and warrants that:
Contractor is an expert in the areas needed to create the Services and has the necessary knowledge, skills, experience, qualifications, rights, and resources to provide and perform the Services;
Contractor will perform the Services in a timely, diligent, professional, and workmanlike manner, in accordance with the Agreement and in a manner consistent with best practices in the industry;
Contractor will perform the Services in compliance with all applicable laws and regulations;
Contractor has the full and unrestricted right, power, and authority to enter into this Agreement, perform the Services, and grant the rights granted herein;
Contractor has no other agreements with any other party that would conflict with this Agreement; and,
Contractor is not authorized to enter contracts or agreements or create obligations on behalf of Client to third parties unless otherwise indicated by Client, in writing.
Client represents and warrants that:
Client has the full and unrestricted right, power, and authority to enter into this Agreement, perform the Services, and grant the rights granted herein;
Client has no other agreements with any other party that would conflict with this Agreement;
All elements of text, images, or other artwork provided by Client to Contractor are either owned by Client or Client has obtained all necessary permissions or licenses for their use;
Any elements of text, images, or other artwork provided to Contractor do not infringe on the rights of any third parties, including trademark rights; and,
Client is responsible for the accuracy, completeness, and propriety of all information regarding Client's products and services provided by Client to Contractor.
Sub-Par Work or Performance. All work completed by Contractor is subject to review and approval by Client. In the event Client deems work performed by Contractor to be sub-par, Contractor will be held responsible to immediately fix, correct, update, or otherwise edit said work to the satisfaction of Client at no additional cost to Client, on Contractor's own time.
Compensation. Client shall pay Contractor the fees in AUS dollars as indicated in Exhibit A. Contractor will send an invoice to Client with a summary of all sums owed. All invoices are due upon receipt. All acceptable methods of payment will be indicated on the invoice.
Expenses. Client shall not be liable to Contractor for expenses paid or incurred by Contractor, except for those fees that the Parties agree to in writing.
Relationship of the Parties. It is understood by the Parties that Contractor is an independent contractor. All work will be completed by Contractor or a member of Contractor's team. Contractor understands that Contractor is responsible to pay, according to law, Contractor’s income and employment-related taxes. Contractor agrees to submit a W-9. If Contractor is not a corporation, Contractor further understands that Contractor may be liable for self-employment (social security) tax, to be paid by Contractor according to law. In the event that any taxing authority seeks to investigate the tax status of Client’s payments to Contractor, or assesses any tax, penalty, or interest against Client, Contractor agrees to indemnify Client for any amounts Client is obligated to pay the IRS together with any costs incurred by Client in responding to the IRS claim.
Status. Neither Contractor nor Contractor’s agents shall be entitled to and waives any and all claims to any employee benefits as a result of Contractor’s relationship with Client. It is understood by the Parties that the relationship established by this Agreement is one of an independent contractor and not an employment relationship, joint venture, partnership, or otherwise.
Termination. This Agreement may be terminated, postponed, or delayed, in whole or in part, by the Parties upon 30 days’ written notice to the other party. In the event of a Termination, all work by Contractor will remain the property of Client.
If an invoice is more than 5 days overdue, termination may also occur
Confidentiality. Contractor agrees to hold in strict confidence and not to disclose to others or use for any purpose (other than the performance of this Agreement and Services), either before or after termination of the Agreement, any confidential or proprietary information of Client, including, without limitation, any confidential or proprietary information that is transferred pursuant to this Agreement. Confidential and proprietary information includes, without limitation, any technical or business information, product formulas or specifications, manufacturing techniques, process, experimental work, program, software, marketing or distribution plans, strategies or arrangements, or trade secrets relating to the products, systems, equipment, services, sales, research, or business of Client. Confidential information is not limited to a specific medium and can be oral, written, electronic, or physical in format. (“Confidential Information”).
Contractor shall not disclose Confidential Information to any third party in any form without Client’s prior written consent. Contractor shall not disclose Confidential Information to any personnel or agents without the need to know such information. Except as otherwise provided below, information shall not be considered confidential hereunder nor subject to the provisions of this section if it can be demonstrated: (i) to have been rightfully in Contractor’s possession prior to the date of the disclosure of such information to Contractor, if such prior possession was not otherwise subject to a restriction on disclosure; (ii) to have been in the public domain prior to the date of the disclosure of such information to Contractor; (iii) to have become part of the public domain by publication or by any other means except an unauthorized act or omission on the part of Contractor, or (iv) to have been supplied to Contractor without restriction by a third party who is under no obligation to maintain such information in confidence. Confidential Information shall not be deemed to be generally available to the public or in Contractor’s possession merely because it may be embraced by a more general disclosure, or merely because it may be derived from combinations of disclosures generally available to the public or in Contractor’s possession.
Upon Client’s request, Contractor shall return to Client any and all written or physical embodiments (including copies) of Confidential Information disclosed to Contractor by Client which is then in Contractor’s possession, custody or control. Such Confidential Information includes all documents or computer files, including emails, prepared by Contractor which contain or reflect the Confidential Information. The confidentiality obligations set forth in this Agreement shall survive 10 years after termination or expiration of the Agreement.
Ownership of Services. Contractor acknowledges that Contractor has no right, title, or interest in or to any Services produced hereunder. Contractor acknowledges that Contractor will make no claim to any right, title, or interest in any of the Services created hereunder. Contractor further acknowledges and agrees that Client shall own all rights, title, and interest in or to any Services produced hereunder.
For the avoidance of doubt and to further evidence the full ownership of the Services by Client, Contractor hereby assigns to Client all rights, title, and interest to the Services. Contractor agrees to assist Client with the enforcement of any proprietary rights over the Services, including the prompt execution of any additional documents that may be reasonably requested by Client.
Indemnification. Contractor agrees to defend, indemnify, and hold Client, its affiliated companies and its respective employees, officers, directors, trustees, and agents harmless from and against any and all losses, claims, suits, actions, liabilities, obligations, costs, and expenses (including reasonable attorneys’ fees and costs) which they suffer as a result of (i) the negligence or intentional misconduct of Contractor or (ii) Contractor’s breach of any provision of this Agreement (including any representation or warranty).
Client shall indemnify, defend, and hold Contractor harmless from and against any loss, liability, damage, or expense, including reasonable attorney's fees, incurred or suffered by or threatened against Contractor in connection with or as a result of any claim brought by or on behalf of any third party person or entity as a result of or in connection with Contractor's appearance or association with Client, unless such claim arises from Contractor's acts or omissions or arises from or is related to breach of any obligation and/or warranty made by Contractor hereunder.
Choice of Law and Jurisdiction. This Agreement shall be governed by the laws of the State of Queensland without regard to its conflict of laws doctrine, and applicable federal laws of Australia.
Assignment. This Agreement shall not be transferred or assigned, in whole or in part, by Contractor to any third party without the express written consent of Client, which may be withheld in Client’s sole discretion.
Non-Compete. Contractor agrees that Contractor will not, at any time, during the Term and for a period of 3 months thereafter render any service for a competitor that focuses on the solicitation of Client's clients.
Limitation of Liability. Contractor and its agents are not liable for loss, damage, or delay of Services due to circumstances beyond Contractor or its agent's control. Such circumstances may include, but are not limited to, acts of God, public unrest, power outages, and inability to contact Client. In the event of such loss, damage or delay, Contractor will make every effort to notify Client immediately.
Miscellaneous.
If any of the provisions of this Agreement is or becomes illegal, unenforceable or invalid (in whole or in part for any reason), the remainder of this Agreement shall remain in full force and effect without being impaired or invalidated in any way.
Any rights or obligations contained herein that by their nature should survive termination of the Agreement shall survive, including, but not limited to representations, warranties, intellectual property rights, indemnity obligations, and confidentiality obligations.
Any failure of either party to enforce any provision of this Agreement, or any right or remedy provided for therein, shall not be construed as a waiver, estoppel with respect to, or limitation of that party’s right to subsequently enforce and compel strict compliance or assertion of a remedy.
This Agreement, along with all attachments, represents a single agreement, as well as the entire agreement with respect to the subject matter. This Agreement supersedes any prior agreement between the parties, whether written or oral, with respect to the subject matter, and may be modified or amended only by a writing signed by the party to be charged.
EXHIBIT A
DESCRIPTION OF SERVICES
Scope of Work
Objective:
Contractor will perform virtual assistant services for Client.
Timeline:
Client must give the Contractor one months paid notice before ending the services
Compensation:
RETAINER:
Client shall pay Contractor $400USD (+any additional add ons) monthly upon receipt in accordance with Client's quality standards. This amount is due monthly on the first of every month. If an invoice is more than 5 days late, termination may occur. Contractor shall invoice Client on the first (1st) day of each month (AEST) for all services rendered. A non-refundable first month deposit is required to secure the spot for the next available month
Description of Services:
Contractor Responsibilities:
inbox zero each Australian week day
In the event Contractor is unexpectedly unable to perform these Services due to an absence or emergency, Contractor shall immediately contact Client at {{client.email}} so the necessary steps can be taken to have Services covered by another party.
Client Responsibilities:
Client is responsible for supplying necessary tasks to contractor via on-boarding forms and Voxer/email for any questions
Keeping in communication with contractor when required and approving work within a reasonable time period (2 business days)