Terms & Conditions of Service
NOTICE: These terms and conditions constitute a binding agreement (the “Agreement”) between you (the “Client”) and Worldwide101 Inc. doing business as Boldly Premium Subscription Staffing (the “Contractor”) effective as of the date of first purchase of services by the Client. Each of the Client and the Contractor are referred to herein individually as a “Party” and collectively as the “Parties.”
Effective as of 1 June 2023
By affirmatively accepting the terms and conditions at the time of purchase and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Client accepts and agrees to the following:
- SERVICES. The Contractor shall perform the Administrative services purchased by the Client with reasonable care and skill and otherwise in the manner customarily performed by service providers in the Virtual Service industry (individually and collectively, the “Services”). The Contractor may freely delegate any of the Services to the Contractor’s employees who are assigned to provide services to the Client under the direction of the Client (“Staff”) in the Contractor’s sole discretion.
- TERM. The term of this Agreement shall begin on the date of purchase and shall continue on a month-to-month basis unless terminated by either Party upon thirty (30) business days’ prior written notice to the other Party (the “Term”).
- TERMS OF PAYMENT.
- Timing. The Client shall pay the Contractor in advance of delivery of work according to the admin support plan subscribed to and all plan pricing is exclusive of taxes such as sales tax or Value Added Tax (VAT) if applicable. Plans will renew automatically each month during the Term on each monthly anniversary of your subscription date unless specified by the Client at least thirty (30) days prior to the renewal date (or unless Services are suspended or terminated by us as provided herein). On renewal, your credit card will be charged in advance based on your selected plan plus any hours used in excess of the selected plan level. Unused hours are not rolled over to the following month. Regardless of currency, all invoices and payable charges for the Services originate from the United States and the Contractor is resident in the United States for tax purposes. If your credit card is declined, the Services will be suspended until payment is made.
- Pricing for Full-time Staff. The advertised pricing of subscription plans is for the assignment of part-time, fractional staff members. Plans that require the assignment of one team member for more than 130 hours per month will incur a higher hourly billing rate.
- Expenses. The Contractor shall bill and the Client shall reimburse the Contractor for all reasonable and pre-approved out-of-pocket expenses that are incurred in connection with the performance of the Services.
- Travel. The staff are assigned to work on a virtual basis only. Requests for ‘in person’ work may be possible in exceptional circumstances but cannot be guaranteed. If granted, all hours including travel time to and from the staff member's home and the work location, as well as hours spent on the job, are billable with no exceptions. Please contact your account manager to discuss your specific requirements.
- Refunds. In the unlikely event that you are unsatisfied with the work performed by your assigned staff, you will not be charged for the hours used in the current billing cycle. Please contact your account manager to discuss any such instances. Refunds will not be given for unused hours on prepaid plans.
- Annual Price Increase. Plan pricing is reviewed on an annual basis in March and October depending on which falls soonest after the 12 month anniversary of your first subscription. Plan prices are increased in line with inflationary pressure on employment costs and other related business expenses. One month (20 business days) notice will be given in advance of a price increase so that you can determine if you wish to continue your subscription.
- CLIENT RESPONSIBILITY AND INDEMNITY.
- Supervision of staff. Your assigned staff acts under your direction. If you require your staff to make decisions on your behalf about the way in which any work/ actions/ tasks/ strategies or other business related functions are performed, you do so on the basis that the staff member is acting on your behalf and is under your supervision at all times.
- Passwords. Should you decide to give your staff access to your business and/or personal accounts, you do so entirely at your own risk, and you are fully responsible for ensuring the security of your data. You will be solely responsible for any loss, liability or violations that might occur as a result of such access.
- Copyright. Copyright is the legal protection extended to authors or owners of original published and unpublished artistic and intellectual works. Should you request that your staff source content or images for use on your website or in marketing or other materials relating to your business, you do so at your own risk, and you are solely responsible for supervising his/her work, and ensuring that all appropriate permissions to use such content or images have been obtained. Should you request your staff to carry out any of these activities without the necessary permissions, you will be solely responsible for any violations of copyright law, and may be subject to legal sanctions, including fines.
- Nature of Services. You may not use your staff or any of the Services to engage in any illegal or immoral activity.
- Indemnity. As used herein, the term “Contractor Parties” means the Contractor and the Contractor’s parent, subsidiary and affiliated entities, and their successors and assigns, and all of their respective shareholders, members, partners, directors, officers, managers, employees and agents, including the staff. You hereby agree to release, indemnify and hold harmless the Contractor Parties from and against any loss, liability, claim or damage resulting from your decisions, directions and supervision or for any breach by you of this Agreement unless caused by the gross negligence or willful misconduct of the Contractor or the staff. You further waive any claim that the Contractor or any of the staff are acting in a professional, advisory, or consultative capacity.
- Consumer Rights and Cancellation. If you are purchasing the Services wholly or mainly for your personal use (and not in relation to your business), this Agreement is not intended to vary your rights under any applicable consumer protection law.
- CONFIDENTIALITY. Each Party hereby acknowledges that during the Term, each Party may,
from time to time, be supplied or work with certain information supplied by the other Party, all of
which is confidential and of value to such Party (the “Confidential Information”). Each Party hereby
agrees to the following in connection with the Confidential Information:
- Neither Party will disseminate or disclose to any third party, or use for such Party’s own benefit or for the benefit of any third party, any Confidential Information relating to the products, business or affairs of the other Party, however acquired during or by reason of this Agreement, such Confidential Information being deemed to include, without limitation, information in any format pertaining to copyrights, trademarks, trade names, service marks, trade dress, domain names, uniform resource locators (URLs), websites, advertising and marketing plans, media planning/placement, strategic briefs, sales plans, ideas, concepts, new products, improvements, inventions, proposed launches, discontinuance of existing products, product and consumer testing data, sales and market research; technology research & development, corporate strategic plans, budgets, profit & loss data, raw material costs, identity of suppliers, customer lists, customer information, formulae, processes, methods, and associations with other organizations.
- Each Party will treat Confidential Information received from the other Party with the same degree of care and security as such Party would use with respect to such Party’s own Confidential Information, but not less than a reasonable degree of care.
- Neither Party will use the Confidential Information for any purpose other than as it relates to the Services. If either Party is in any doubt as to whether a proposed use of the Confidential Information is appropriate, such Party will immediately (and before using the Confidential Information) seek written clarification from the other Party.
- Neither Party will copy, reproduce or store the Confidential Information without the other Party’s prior written consent whether electronically, on any external drive (including a USB thumb drive) or in the “cloud.” Each Party will secure physical and electronic access to the Confidential Information.
- Neither Party will assert any right, title or property interest in or to the Confidential Information of the other Party.
- Upon the expiration or other termination of the Term, and at such other times as either Party may request, each Party will return to the other Party all information, strategic briefs, reports, memos, presentations, letters, copies, manuals, drawings, blueprints, discs, e-mails CD-ROMs and all other materials relating to the other Party’s business, including all Confidential Information, in such Party’s work space, personal possession or control. In addition, upon the expiration or other termination of the Term, and at such other times as either Party may request, each Party will deliver to the other Party an executed certificate confirming that such Party has promptly returned to the other Party or shredded or destroyed all information, strategic briefs, reports, memos, presentations, letters, copies, manuals, drawings, blueprints, discs, e-mails, CD-ROMs and all other materials relating to the other Party’s business, including all Confidential Information, in such Party’s work space, personal possession or control.
- Confidential Information will not include, and the other Party shall have no obligation whatsoever under this Agreement with respect to, information that is or becomes (through no breach of this Agreement by the other Party) generally available to the public, or was in the other Party’s possession or known by the other Party prior to receipt from such Party as demonstrated by the other Party through written documentation (if available) or otherwise.
- Either Party may make disclosures required by valid order of any court or other authorized governmental entity, provided such Party promptly notifies the other Party and provides reasonable cooperation, at the other Party’s expense, with the other Party’s efforts, if any, to limit disclosure and to obtain confidential treatment or a protective order.
- Each Party agrees that such Party’s obligations under this section 5 shall continue beyond the expiration or other termination of the Term and shall be binding upon such Party’s legal representatives, heirs, successors, assigns, subsidiaries and affiliates and shall inure to the benefit of the other Party, the other Party’s subsidiaries and affiliates and their legal representatives, heirs, successors and assigns.
- NON-SOLICITATION; LIQUIDATED DAMAGES.
- As used herein, the term “Client Parties” means the Client and the Client’s parent, subsidiary and affiliated entities, and their successors and assigns, and all of their respective shareholders, members, partners, directors, officers, managers, employees and agents. Where the Client is an individual, the Client Parties shall include any business owned or operated in whole or in part by the Client, whether conducted as a sole proprietorship or in corporate form.
- During the term of this Agreement, and for a period of twelve (12) months after the termination of this Agreement, the Client shall not and shall cause the other Client Parties to not, directly or indirectly, on behalf of the Client or any other person, (i) solicit, recruit, induce, attempt to recruit or induce, or encourage any of the staff or any of the Contractor’s other employees or contractors with whom the Client had contact during the term of this Agreement to terminate or reduce their employment or contractor relationship with the Contractor in order to provide services directly to any other person, including the Client and the other Client Parties, or (ii) employ as an employee or engage as a contractor any individual (A) who is then, or was within the preceding twelve (12) months, an employee or contractor of the Contractor and (B) with whom the Client had contact during the term of this Agreement.
- Upon the Client’s written request, Boldly may, at its sole discretion, allow the Client to solicit and employ or engage a named individual whose solicitation or hiring would otherwise violate clause (b) of this section 6, provided that i) the named individual has been assigned by Boldly to support and has supported the Client for at least 6 months, ii) the Client agrees in writing to pay, and does pay, to Boldly a placement fee agreed by Boldly within ten (10) days after such individual accepts the offer of employment or engagement or terminates his or employment with Boldly, whichever shall first occur. The placement fee is calculated based on a 6 X multiple of the largest monthly subscription amount paid by the client for the team member during the previous 12 months, starting at a minimum of $30,000.
- The Client agrees that if the Client breaches this section 6, the Contractor will incur substantial economic damages and losses in amounts which are impossible to compute and ascertain with certainty as a basis for recovery by the Contractor of actual damages, and that liquidated damages represent a fair, reasonable and appropriate estimate thereof. Accordingly, for any breach of this section 6, the Contractor shall be entitled to temporary and/or preliminary injunctive relief, without the necessity of posting any bond or other security, in addition to all other remedies at law or equity to which the Contractor may be entitled. Should an arbitrator or court determine that any provision of this section 6 is overly broad or otherwise unenforceable, the Client and the Contractor agree that the arbitrator or court shall modify such provision to the minimum extent necessary to render it enforceable. This section 6 will survive the termination of the Term.
- WARRANTIES AND REPRESENTATIONS. Each Party hereby warrants and represents that such Party is free to enter into this Agreement, and that this Agreement does not violate the terms of any agreement between such Party and any third party.
- LIMITATION OF LIABILITY.
- Except as may be required by law where the Client is a consumer, in the event of a breach of this Agreement by the Contractor, the remedies of the Client will be limited to actual damages but will not exceed the greater of the amount paid by the Client for the Services during the twelve month period immediately prior to the date in which those actual damages were incurred or US$12,000.
- TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION NEGLIGENCE, SHALL EITHER CLIENT OR CONTRACTOR (OR THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO ANY DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF OR IN CONNECTION WITH OR RELATED TO THIS AGREEMENT, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- INDEPENDENT CONTRACTOR. This Agreement shall not render either Party an employee, partner, agent of, or joint venture with the other Party for any purpose. The Contractor is and will remain an independent contractor to the Client. The Client shall not be responsible for withholding taxes with respect to the Contractor’s compensation hereunder. The Contractor shall have no claim against the Client hereunder or otherwise (whether for itself or any of its staff) for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
- CHOICE OF LAW; ARBITRATION. This Agreement is being made and entered into by the Parties in the United States. Accordingly, the laws of the State of New York shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the Parties hereunder. Any dispute, controversy or claim arising out of the terms of this Agreement or its interpretation shall be settled by arbitration administered by the American Arbitration Association ("AAA") in accordance with the AAA's commercial arbitration rules then in effect. The number of arbitrators shall be one. The place of arbitration shall be New York, New York. The language used in the proceedings shall be English. The arbitration award shall be binding, and judgement upon the award may be entered in any court having competent jurisdiction thereof. The Contractor or its affiliates may then seek injunctive or other appropriate relief in any state or Federal Court in the State of New York, and you waive any objection to exclusive jurisdiction and venue in such courts. CLIENT ACKNOWLEDGES THAT IT IS WAIVING ITS RIGHT TO HAVE ITS DISPUTES HEARD IN A COURT OF LAW AND TO HAVE A TRIAL BY JURY IF THAT WOULD OTHERWISE HAVE BEEN AVAILABLE.
- NOTICES. Any and all notices, demands, or other communications required or desired to be given hereunder by either Party shall be in writing and shall be validly given or made to the other Party if personally served (by hand or by overnight courier), or if deposited in the mail, certified or registered, postage prepaid, return receipt requested and notices may also be given by e-mail or facsimile transmission, provided, however, that receipt of any such e-mail or facsimile transmission is established by a read receipt or answerback confirmation. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five (5) days after deposit thereof in the mail addressed to the Party to whom such notice, demand or other communication is to be given. If such notice is given by e-mail or facsimile transmission, notice shall be deemed given on the date such e-mail or facsimile was sent provided that receipt of such e-mail or facsimile transmission is sufficiently proven. Either Party may change its address for purposes of this paragraph by written notice given in the manner provided above.
- ENTIRE AGREEMENT. Any titles or headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof. This Agreement constitutes the entire understanding and agreement of the Parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.
- UNENFORCEABILITY OF PROVISIONS. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect. NOTICE TO RESIDENTS OF NEW JERSEY, USA: Your rights are protected under the Truth-in-Consumer Contract, Warranty and Notice Act and New Jersey law generally. The following provisions in this Agreement are different than the rights you might enjoy under the laws of New Jersey or the federal law of the United States: the exculpation language in Section 4(e5) and the limitation of liability language in Section 8. Your rights regarding these specific provisions will be governed by New Jersey law. In the event of any conflict between this Agreement and New Jersey law, New Jersey law will govern. You are also advised that Section 10 of this Agreement includes an arbitration clause and the arbitration will occur in New York, New York.
- CHANGES TO THESE TERMS AND CONDITIONS; COMPLETE AGREEMENT
- This Agreement may be modified or supplemented only by (i) judicial modification as provided in Section 6(d), (ii) a written agreement signed by both the Client and the Contractor, or (iii) unilateral change and acceptance as described in clause (b) of this section 14.
- The Contractor may unilaterally change any provision of this Agreement (a “Change”) at any time upon thirty (30) days’ written notice to the Client. If the Client does not wish to accept the Change, the Client must terminate this Agreement as provided in Section 2 prior to the effective date of the Change. The Client’s failure to terminate this Agreement prior to the effective date of the Change shall constitute the Client’s acceptance of the Change.
- This Agreement is the complete agreement between the Parties regarding the matters addressed herein, and it supersedes and replaces all prior agreements, understandings or negotiations.