Terms and Conditions

1. Definitions

“Company” means Global Remote staffing trading as Global Remote Staff including its successors and assigns.

“Client” means the person or entity making an application to the Company for the Company to engage a Remote Contractor to perform the services required by the Client upon these Terms and Conditions.

“Contractor Request” means a request by the Client to the Company to locate a suitable person to perform certain services for it as a contractor working remotely

“Placement Order” means an application to the Company, in the form of the one attached to the Contractor Request, to have the Company engage a nominated Remote Contractor to perform certain services for the Client.

“Remote Contractor” means the person nominated by the Client in the Contractor Request to be engaged to carry out the services specified in such Request either on a full-time basis (40 hours a week) or part-time basis (20 hours a week), if unavailable, any other person accepted by the Client as a suitable replacement.

“Global Remote Staff Platform” means an online digital platform which can be accessed by both the Client and the Remote Contractor and which allows the Remote Contractor to enter information concerning services performed for the Client and allows the Client to view such information.

“Confidential Information” means all non-public information belonging to a party relating to that party’s business and affairs.

“Intellectual Property Rights” includes all rights in any patent, trademark, business name, brand name, company name, copyright, registered design or circuit layout.

2. Agreement

By submitting a Placement Order to the Company for the engagement of a Remote Contractor, the parties acknowledge that a legally binding agreement between the Company and the Client will arise comprising the Placement Order and these Terms and Conditions.

3. Terms of Agreement

Any agreement with the Client in respect of a Remote Contractor performing services for the Client on either a full-time or part-time schedule will continue unless terminated in accordance with Clause 16.

4. Acknowledgment

The Client acknowledges that the agreement between it and the Company will not constitute a relationship of employment, partnership or agency with the Company.

5. Obligations of the Company

Upon receipt of a properly completed Placement Order from the Client the Company will make all reasonable efforts to cause the Remote Contractor as soon as is reasonably practicable to enter into a contract of engagement with the Company to carry out the services required by the Client as set out in the Placement Order and will then:

(a) register a full-time Remote Contractor as self-employed under Philippine law

(b) After three months the Client has the option to register a part-time Remote Contractor as self-employed under Philippine law provided the Client requests the Company to do so in an addendum notice;

(c) cause the Remote Contractor as soon as is reasonably practicable to be available on the Remote Staff Platform during the work schedules as set out in the Placement Order;

(d) provide the Client with customer support during the work schedules as set out in the Placement Order;

(e) be responsible for paying the Remote Contractor for services provided to the Client but only upon receipt of the funds to do so from the Client;

(f) be responsible for paying a full-time Remote Contractor all the entitlements due to that Remote Contractor under Philippine law but only upon receipt of the fees payable by the Client in accordance with Clause 8;

(g) be responsible for paying a part-time Remote Contractor all the entitlements due to that Remote Contractor under Philippine law provided the Client has requested the registration referred to in clause 5.1(b) but only upon receipt of the funds to do so by way of monthly contributions from the Client.

(h) be responsible for lodging all self-employed documentation required by Philippine law to meet the obligations of the Remote Contractor with regard to income tax; and

(i) cause the Remote Contractor to provide services to the Client in accordance with the work schedules set out in the Placement Order.

6. Obligations of the Client to the Company

The Client agrees to be bound by the following obligations in favour of the Company:

(a) When submitting a Placement Order to the Company the Client must provide the Company with reasonable requirements relating to the Remote Contractor including:

(i) duties and services to be performed;

(ii) the type of work to be undertaken; and

(iii) list of all skills required including technical skills

And the Company reserves the right to reject any Placement Order that it considers in its absolute discretion to be unreasonable;

(b) The Client must ensure that all information given to the Company either before a Placement Order is submitted by the Client or after, is accurate and not misleading;

(c) The Client must disclose to the Company any additional information reasonably required by the Company to perform the Client or after, is accurate and not misleading;

(d) The Client must decide for itself whether any particular person it wishes to nominate as a Remote Contractor in a Placement Order is suitable for its purposes and the Company gives no warranty to that effect;

(e) The Client must immediately notify the Company in writing of any changes in its contact details, address or any of its circumstances which may affect the services to be performed by the Remote Contractor; and

(f) The Client must immediately notify the Company if it wishes to substantially change the hours to be worked by the Remote Contractor so as to alter the nature of the Remote Contractor’s engagement.

7. Obligations of the Client Regarding the Remote Contractor

7.1 The Client agrees to be bound by the following obligations in respect of the Remote Contractor:

(a) The Client must have contact with the Remote Contractor regularly by way of either voice or visual communication;

(b) The Client must give the Remote Contractor clear and precise instructions as to required goals, responsibilities, targets, work standards and the nature of work to be undertaken; and

(c) The Client must give the Remote Contractor adequate training and support in order to allow the Remote Contractor to successfully perform the services required by the Client.

7.2 The Client agrees to pay any entitlements due to a Remote Contractor under Philippine law in the case where the Remote Contractor does not perform services for the Client during a period of approved leave.

8. Payment of Fees

The Client must pay the fees of the Company as set out in the Schedule of Fees forming part of the Placement Order. The Client also agrees to be bound by the following payment process with regard to such fees:

(a) Following receipt of a Placement Order from the Client and the agreement of the Remote Contractor to perform the services required by the Client, the Company will on the first available business day issue the Client a Tax Invoice or invoice (depending on the location of the Client) for the services to be performed by the Remote Contractor for the balance of that calendar month on a pro rata basis;

(b) The Client will pay the Tax Invoice/invoice within 5 business days of receipt

(c) The Company will roll over any amount of credit due to the Client or debit owed by the Client for the previous calendar month to the following calendar month’s Tax Invoice/invoice;

(d) The procedures set out in sub-paragraphs (b) to (c) above will continue to apply as long as the agreement between the Company and the Client remains in force;

(e) The Company will pay the Remote Contractor for the services performed for the Client in pesos being the local currency of the Philippines;

(f) The Client will pay the fees of the Company in the currency of the Client’s location;

(g) The Company does not accept payment of its fees by the Client in pesos;

(h) The Company will apply in every Tax Invoice or invoice that it issues an estimated foreign exchange reference rate in order to determine whether there are any fluctuations in the exchange rate between Philippine pesos and the currency of the Client’s location and it reserves the right to alter this reference rate every month;

(i) The Company may apply a different foreign exchange reference rate at the time when the Company pays the Remote Contractor for its services in relation to the period covered in the Tax Invoice or invoice issued to the Client; and

(j) The Client will then be given either a debit or a credit in the following month’s Tax Invoice or invoice as a result of the currency adjustment caused by the application of the two different foreign exchange rates referred to in (h) and (i) above

(k) Upon termination of this agreement, the Company will arrange a refund after factoring costs within 72 hours or no later than 10 working days.

9. Suspension of Services for Non-Payment of Fees

9.1 If the Client fails to pay a Tax Invoice or invoice within 5 business days of receipt, the Company reserves the right to suspend the Client’s account, preventing any further services being performed by the Remote Contractor.

9.2 The parties agree that:

(a) no suspension of services will be lifted by the Company until it receives full payment of any outstanding Tax Invoice or invoice;

(b) once a period of suspension exceeds 10 business days, the Company reserves the right to terminate the agreement between it and the Client; and

(c) should the Client incur a suspension of services more than once in any 12-month period, then the Company reserves the right to terminate the agreement with the Client.

10. Limitation of Company’s Liability

10.1 The Company is not liable for any losses, liability or claims incurred by the Client arising from or in respect of:

(a) the introduction by the Company of the Remote Contractor to the Client;

(b) the failure of a person nominated by the Client in a Placement Order to accept an engagement to carry out services for the Client;

(c) the performance of services by the Remote Contractor for the Client; or

(d) any claim the Remote Contractor may have against the Client.

10.2 The Company is not responsible for any acts or omissions by the Remote Contractor after the Remote Contractor has ceased performing services for the Client following termination of the agreement between the Client and the Company.

11. Client’s Indemnity to the Company

The Client indemnifies the Company in respect of any losses, liability or claims incurred by the Client arising from or in respect of any acts or omissions of the Contractor while performing services for the Client.

12. Restrictions on Direct Hiring of Remote Contractor

12.1 If the Client or any related person or entity directly engages the services of the Remote Contractor, while the Remote Contractor is performing services for the Client or has done so in the previous 12 months, then the Client must pay the Company a placement fee of USD $5000.00 plus GST (Goods and Services Tax) if applicable.

12.2 Upon termination of the agreement between the Company and the Client neither the Client nor any related person or entity shall engage the Remote Contractor to perform services for a period of 12 months after such termination.

13. Intellectual Property

13.1 Neither party shall use the Intellectual Property Rights of the other without the prior written consent of the other party.

13.2 The parties agree:

(a) The Company retains all its Intellectual Property Rights and the Client does not acquire any rights,title or interest in them;

(b) All Intellectual Property Rights created by the Remote Contractor while performing services for the Client shall remain the property of the Client; and

(c) The Company is not responsible for the Remote Contractor’s misuse or misappropriation of the Client’s Intellectual Property Rights while performing services for the Client or afterwards and any disputes in this regard shall be solely between the Client and the Remote Contractor.

14. Privacy

The parties agree that they will handle all personal information in accordance with the terms of the Privacy Act 1998 (Cth) and only use it for the purposes of their obligations under the agreement between them unless either party gives prior written consent to the other.

15. Confidential Information

15.1 Either party must not use, disclose, solicit, make available or misappropriate, directly or indirectly, any Confidential Information, trade secrets, or other proprietary information of the other without that other party’s prior written permission except as may be required by applicable law or legal process.

15.2 Where a party is legally required to disclose the Confidential Information, that party shall inform the other party of the requirement as soon as reasonably practicable and liaise with that other party prior to disclosing any of that party’s Confidential Information.

15.3 A party must notify the other party immediately upon becoming aware of a suspected or actual breach of this obligation.

15.4 The Client shall not enquire of the Company about payment rates made by the Company to the Remote Contractor.

16. Termination

16.1 The Company may immediately (or from any later date it nominates) terminate the agreement between it and the Client by written notice to the Client if:

16.2 The Client may immediately terminate the agreement between the Company and the Client in respect of a Remote Contractor performing services for the Client on either a full-time or part-time basis upon 24 hours’ written notice to the Company where such termination occurs within the first 30 days from the date of the agreement.

16.3 Apart from a termination under clause 16.2, the Client may make an application in writing to the Company to immediately terminate the agreement between the Company and the Client on the basis of special circumstances including:

(a) the failure of the Remote Contractor to repair or upgrade, as the case may be, its equipment, 5 software or Internet connection in order to meet the Client’s work requirements;

(b) the lack of suitability of the Remote Contractor’s work environment;

(c) a natural disaster at the Remote Contractor’s location;

(d) power issues affecting the Remote Contractor’s ability to perform services for the Client;

(e) major medical issues affecting the Remote Contractor’s ability to perform services for the Client; and

16.4 The Company shall determine in its absolute discretion whether or not to allow the Client to immediately terminate the agreement between it and the Company under clause 16.3 within 72 hours of receiving the application whereupon the Company shall immediately suspend the services being performed by the Remote Contractor for the Company until a determination is made.

16.5 The Client may otherwise terminate the agreement between the Company and the Client in respect of a Remote Contractor performing services for the Client on a full-time or part-time basis upon giving the Company two weeks’ written notice.

16.6 The termination of the agreement between the Company and the Client will not affect any accrued rights and obligations of the parties intended to survive such termination

16.7 Upon termination of the agreement between the Company and the Client:

(a) The Client will return to the Company all Confidential Information, intellectual property and any other property belonging to the Company; and

(b) The Company will return and arrange for the Remote Contractor to return to the Client all the Client’s Confidential Information, intellectual property and any other property the Client has provided to the Company or the Remote Contractor.

(c) The Company will cause the Remote Contractor to delete all Confidential Information belonging to the Client which is stored on the computer or other device of the Remote Contractor or elsewhere.

17. Dispute Resolution

If a dispute arises out of or relating to the agreement between the Client and the Company, and the parties are unable to resolve the dispute, the Client can request for the dispute to be reviewed by the Company’s dispute resolution consultant, who will make the final determination.

17.1 If a dispute arises out of or relating to the agreement between the Client and the Company the parties must request a review of the dispute by the Company’s dispute resolution consultant.

17.2 If the dispute cannot be resolved with the assistance of the Company’s dispute resolution consultant within 28 days of it being referred to that consultant then the parties must attend mediation administered by the Conflict Prevention and Resolution Center (CPRC) before having recourse to litigation.

18. Notice

Any notice to be given by one party to another must be sent by way of email.

19. Severability

If any part of the agreement between the Company and the Client is held by any Court, Tribunal or other administrative body to be illegal, void or unenforceable, that determination shall not affect the enforceability of the remaining parts of such agreement which shall remain in force.

20. Assignment

20.1 The Company may assign its rights pursuant to the agreement between it and the Client to any third party without the consent of the Client but the Company must provide the Client with written notice of such assignment.

20.2 The Client may assign its rights pursuant to the agreement between it and the Company but must immediately give written notice to the Company

21. Entire Agreement

In accordance with clause 2, the agreement referred to therein between the Company and the Client constitutes the entire agreement of the parties about its subject matter and supersedes any previous understandings or agreements on that subject matter. Each party acknowledges that in entering into such agreement that it:

(a) has not relied on any statement made or conduct engaged in by any other person other than the statements set out in the agreement; and

(b) was not influenced or induced to enter into the agreement by any statement or conduct.

22. Waiver

A waiver by a party of a provision or of a right under the agreement between the Company and the Client or of any right of election arising from a breach of such agreement must be in writing and signed by the party or authorised officer of the party granting the waiver.

23. Amendments

The Company retains the right to amend these Terms and Conditions at any time provided:

(a) it immediately sends the new Terms and Conditions to the Client by email; and

(b) the Client shall be entitled to immediately terminate the agreement between it and the Company by written notice.

24. Governing Law

The agreement between the Company and the Client will be governed and construed in accordance with the laws of California, United States and the parties submit to the jurisdiction of the courts of California in connection with any dispute relating to such agreement.

25. Acknowledgments Regarding Remote Contractor

The Client acknowledges that:

(a) the Company does not in any way supervise, direct or control the Remote Contractor’s work or services performed for the Client; and

(b) the Company does not make any representation as to the reliability, capability or qualifications of the Remote Contractor or the quality of the services performed for the Client.

26. Remote Platform

26.1 During the term of the agreement between the Client and the Company the Client is entitled to use the Remote Platform.

26.2 The Company will not be liable for any loss or damage suffered by the Client arising from:

(a) the Client being unable to use or access the Remote Platform for any reason; or

(b) the Remote Platform not being operable for any reason.