Virtual Assistant Agreement (Independent Contractor) - Word & PDF Template Form Pro · AU-law
✓ Valid in Australia · drafted to comply with local law
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VIRTUAL ASSISTANT SERVICES AGREEMENT
THIS AGREEMENT IS DATED: ________
BETWEEN THE VIRTUAL ASSISTANT ("Assistant"):
________ (ABN ________)
Of the following address:
________
AND THE CLIENT ("Client"):
________ (ABN ________)
Of the following address:
________
BACKGROUND
A. The Client requires the virtual assistant services described in this Agreement (the "Services") to be provided.
B. The Client wishes to engage an independent contractor to provide the Services to the Client.
C. The Assistant has the necessary skills, qualifications and experience to provide the Services to the Client.
D. The Assistant agrees to provide the Services to the Client on the terms and conditions set out in this Agreement.
OPERATIVE PROVISIONS
(1) DEFINITIONS
"ACL" means the Australian Consumer Law contained in Schedule 2 to the Competition and Consumer Act 2010 (Cth).
"Agreement" means this Virtual Assistant Services Agreement.
"Agreement Date" means ________.
"Assistant" means ________.
"Claims" means any claims, losses, proceedings, damages, punitive damages, penalties, demands, fines and liabilities whether criminal, civil, in tort, in contract or otherwise.
"Client" means ________.
"Commencement Date" means ________.
"Confidential Information" has the meaning given in the "Confidential Information" clause of this Agreement.
"Fees" means the fees payable by the Client to the Assistant in accordance with this Agreement.
"GST" means the goods and services tax imposed on a taxable supply under the GST Law.
"GST Law" has the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
"Intellectual Property" includes but is not limited to processes, business systems, business know-how, trade secrets, moral rights, goodwill, registered designs, copyrights, patents, trade marks, trade dress, industrial design, trade names or other similar rights, or rights to apply for any of these rights.
"Losses" means any losses including but not limited to financial losses, expenses, damages, costs (including legal fees and legal costs) and other expenses of any nature whatsoever.
"Party" means either the Client or the Assistant.
"Parties" means the Client and the Assistant collectively.
"Personal Information" has the same meaning as in the Privacy Act 1988 (Cth).
"Receiving Party" in relation to a piece of Confidential Information means the Party which receives the Confidential Information from the other Party (whether directly or indirectly).
"Services" means the services to be provided by the Assistant to the Client, as described in this Agreement.
"Supplying Party" in relation to a piece of Confidential Information means the Party which supplies the Confidential Information to the other Party (whether directly or indirectly).
"Termination Date" means the earlier of the date this Agreement is terminated by the Client or the Assistant, or the date of expiry of this Agreement.
(2) INTERPRETATION
In this Agreement, unless the context otherwise requires, the following rules of interpretation apply:
(a) Words referring to one gender include every other gender.
(b) Words in the singular include the plural, and words in the plural include the singular.
(c) Words referring to a person or persons include firms, corporations, associations, partnerships, joint ventures, authorities, government bodies, organisations and other legal entities, and vice versa.
(d) Headings and titles are included for convenience only and do not affect the interpretation of this Agreement.
(e) Each Party must, at its own expense, take all reasonable steps and do all that is reasonably necessary to give full effect to this Agreement and the events contemplated by it.
(f) Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.
(g) A reference to a statute includes any amendment, re-enactment or replacement of it, and any subordinate legislation made under it.
(3) SERVICES
(a) In consideration for the Client paying the Fees, and subject to the provisions of this Agreement, the Assistant agrees to provide the Client with the following Services:
________
(b) The Services may also include any other tasks that the Parties may agree on in writing.
(c) The Assistant will commence providing the Services on ________ (the "Commencement Date").
(d) The Services will be provided on an ongoing basis until the termination of this Agreement.
(4) TERM
(a) The term of this Agreement (the "Term") commences on the Agreement Date and continues until the Services have been completed, or such other time as provided in this Agreement.
(b) The Term may be extended by written agreement of the Parties.
(5) LOCATION OF SERVICES
The Services may be performed remotely or at a location as agreed between the Parties.
(6) PERFORMANCE OF SERVICES
(a) The Services will be performed by the Assistant personally.
(b) The Assistant may not use any persons to perform the Services except for those persons expressly permitted by this clause, or any other persons expressly permitted in writing by the Client.
(c) If the Client has reasonable grounds for requiring a certain person or persons (the "Certain Person") who have been approved by the Assistant to be prevented from performing the Services:
(I) the Client must first discuss the matter with the Assistant; and
(II) after discussing the matter, the Client may provide written notice to the Assistant requiring the Assistant to stop permitting the Certain Person to perform the Services; and
(III) after receiving such written notice, the Assistant must, as soon as reasonably practicable, stop using the Certain Person and continue providing the Services through a different person or persons reasonably acceptable to the Client.
(7) INSURANCE
(a) The Assistant must obtain and maintain all relevant insurance policies (the "Insurance Policies"), including but not limited to:
(I) all insurance policies required by law;
(II) workers' compensation insurance for any of the Assistant's workers as required under applicable State or Territory legislation; and
(III) public liability insurance for a minimum amount of $________.
(b) Upon the request of the Client, the Assistant must provide the Client with a copy of the Insurance Policies and a certificate of currency.
(c) Upon the request of the Client, the Assistant must ensure the Client is entitled to the benefit of the Insurance Policies and provide evidence confirming this to the Client's reasonable satisfaction.
(8) NATURE OF RELATIONSHIP
(a) Nothing in this Agreement constitutes an employment relationship between the Client and the Assistant or between the Client and the Assistant's workers. No relationship of employer and employee is created by this Agreement.
(b) Nothing in this Agreement creates a partnership, joint venture, fiduciary relationship, agency or other relationship between the Parties except for the contractual relationship provided in this Agreement.
(c) The Parties acknowledge and confirm that it is their express intention that the Assistant is engaged as an independent contractor and not as an employee, partner, joint venture partner or agent.
(d) The Assistant is responsible for its own taxation obligations, including income tax, in respect of the Fees, and the Parties acknowledge that this Agreement is not a sham contracting arrangement under the Fair Work Act 2009 (Cth).
(e) Neither Party is authorised to bind the other to any contract except with the express prior written authority of the other Party.
(9) CURRENCY
Unless otherwise specifically provided, all monetary amounts in this Agreement are in Australian Dollars (AUD).
(10) FEES
(a) In consideration for the Assistant providing the Services in accordance with this Agreement, the Client agrees to pay the Assistant Fees as follows:
________ being a sum of $________ (________).
(b) The Parties acknowledge that the Fees are exclusive of any GST that may be charged by the Assistant, and the Assistant is entitled to add GST to the Fees where a taxable supply is made.
(11) MATERIALS, COSTS AND DISBURSEMENTS
The Assistant is not entitled to charge, and the Client is not liable for, any additional costs such as costs for materials or disbursements on top of the Fees set out in this Agreement, unless agreed in writing by the Client.
(12) INVOICING
(a) The Assistant must provide the Client with a valid tax invoice in accordance with the GST Law in relation to the Fees.
(b) The Assistant is entitled to invoice the Client ________.
(c) Once the Assistant provides a valid invoice (the "Invoice"), the Client must make payment within the following timeframe: ________.
(13) LATE PAYMENT OF INVOICE
(a) If the Client does not make payment by the due date specified in the Invoice, the Assistant may refrain from providing any further Services or any other work for the Client until the Invoice has been paid in full.
(b) If the Client does not make payment by the due date specified in the Invoice, the Assistant may require the Client to pay in advance for any future Services or any part of the Services not yet performed.
(c) Interest may be charged on any overdue amount at the rate of ________% per annum, calculated daily from the due date until payment is made in full.
(14) ASSISTANT OBLIGATIONS
(a) The Assistant will perform the Services in a professional and diligent manner according to the ordinary standards for the Assistant's industry.
(b) The Assistant must act in good faith while performing the Services and in any dealings with the Client.
(c) The Assistant must remain in regular communication with the Client regarding the Services and respond in a timely manner to any of the Client's enquiries regarding their status.
(15) CLIENT OBLIGATIONS
The Client:
(a) must take all reasonable steps to cooperate in good faith with the Assistant during the period while the Assistant is providing the Services, including by providing any information or documentation the Assistant reasonably requires and making available any facilities, resources or personnel the Assistant reasonably requires;
(b) must ensure that the Client's employees, agents and other contractors take all reasonable steps to cooperate in good faith with the Assistant during that period; and
(c) will, in the event that it does not provide the information, documentation, facilities, resources or personnel or does not take any other steps to cooperate within the time period the Assistant reasonably requires, be liable for any additional costs and expenses reasonably incurred by the Assistant.
(16) RETURN OF PROPERTY
(a) Upon the termination, expiration or completion of this Agreement, each Party will promptly return to the other Party (the "Second Party") any property, documentation, records or confidential information which is the property of the Second Party.
(b) In the event that the Client terminates this Agreement prior to completion of the Services:
(I) the Assistant will be entitled to recover any materials and/or equipment which are its property; or
(II) if agreed between the Parties, the Client may retain the Assistant's materials and/or equipment but must compensate the Assistant in an amount as agreed between the Parties.
(17) CONFIDENTIAL INFORMATION
(a) Each Party (the "Receiving Party") must keep the confidential information of the other Party (the "Supplying Party") confidential and secret, and only use it for the purpose of performing its obligations under this Agreement. The Receiving Party must inform its employees, officers, agents or subcontractors of these obligations and ensure they comply.
(b) For the purpose of this Agreement, "Confidential Information" means all information relating to the Supplying Party which might fairly be considered to be of a confidential nature, including but not limited to:
(I) information of whatever nature obtained in any form by the Receiving Party from the Supplying Party or its advisers, or by observations during visits, or by demonstrations;
(II) information relating to the business activities, practices and finances of the Supplying Party;
(III) any evaluation material, design work, technologies, technological ideas or strategies, strategic plans and ideas, innovations, creative plans, concepts and any other plans or ideas developed by or on behalf of the Supplying Party;
(IV) any information derived from any other Confidential Information;
(V) any copy of any Confidential Information; and
(VI) the fact that discussions are taking place between the Parties,
but does not include information which:
(I) was known or in the possession of the Receiving Party before it was provided by the Supplying Party;
(II) is, or becomes, publicly available through no fault of the Receiving Party;
(III) is provided to the Receiving Party without restriction by a third party who did not breach any confidentiality obligations;
(IV) is provided by the Supplying Party and marked "Non Confidential"; or
(V) is required by law or regulation to be disclosed, but only to the minimum necessary and provided the Supplying Party is first consulted.
(c) If there is any doubt as to whether information constitutes Confidential Information, written confirmation is to be obtained from the Supplying Party.
(d) This clause survives the termination, expiration or completion of this Agreement.
(18) PRIVACY
(a) Each Party must comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles in relation to any Personal Information collected, used, held or disclosed in connection with this Agreement.
(b) The Assistant must only use Personal Information disclosed to it by the Client for the purpose of performing the Services and must take reasonable steps to protect such Personal Information from misuse, interference, loss, and unauthorised access, modification or disclosure.
(c) This clause survives the termination, expiration or completion of this Agreement.
(19) INTELLECTUAL PROPERTY
(a) In connection with the provision of the Services, the Assistant may generate, create, write or produce intellectual property ("Created IP"), including but not limited to plans, reports, drawings, specifications, advice, analyses, designs, methodologies, code, artwork, or any other intellectual property required to provide the Services.
(b) Unless otherwise agreed in writing, any intellectual property rights in any Created IP generated by the Assistant in connection with the provision of the Services shall belong to the Client upon payment of the relevant Fees.
(c) Unless otherwise agreed in writing, the Client shall provide to the Assistant a non-transferable, worldwide, royalty-free, irrevocable, non-exclusive licence (without a right of sub-licence) to use any Created IP generated by the Assistant in connection with the provision of the Services.
(d) Unless otherwise agreed in writing, any intellectual property rights in any intellectual property provided by the Client to the Assistant shall belong to the Client.
(e) This clause survives the termination, expiration or completion of this Agreement.
(20) QUALITY OF SERVICES
(a) The Assistant must perform the Services using reasonable care and skill expected of a virtual assistant in its field.
(b) The Assistant must ensure that any end products or materials given to the Client under this Agreement will not infringe the intellectual property rights or any other right of any third party.
(c) This clause survives the termination, expiration or completion of this Agreement.
(21) LIMITATION OF LIABILITY
(a) The Client may have certain rights under the ACL or under other similar or related consumer protection laws.
(b) The ACL (or any other similar or related consumer protection laws) may give the Client certain rights, warranties, guarantees and remedies regarding the provision of services by the Assistant which cannot be excluded, modified or restricted ("Statutory Rights").
(c) The Assistant's liability to the Client is governed solely by the ACL (and any other similar or related consumer protection laws) and by this Agreement.
(d) To the maximum extent permitted by law, the Assistant excludes all conditions and warranties implied by custom, law or statute, except for the Client's Statutory Rights, and expressly disclaims all warranties of any kind.
(e) The Client agrees that it is solely responsible for determining whether the Services are fit for the Client's purpose.
(f) Except in cases of death or personal injury caused by a Party's negligence, a Party's liability in contract, tort or otherwise arising through or in connection with this Agreement shall be limited to the Fees paid by the Client to the Assistant under this Agreement.
(g) To the extent lawful, neither Party shall be liable to the other in contract, tort, negligence, breach of statutory duty or otherwise for any indirect or consequential loss, damage, costs or expenses, including without limitation any economic loss, data loss, loss of goodwill, or loss of turnover, profits or business.
(h) Where the Client's Statutory Rights apply and the supply is of services not of a kind ordinarily acquired for personal, domestic or household use, the Assistant's liability is limited, to the extent permitted by section 64A of the ACL, at the Assistant's option to:
(I) the supply of the Services again; or
(II) the payment of the cost of having the Services supplied again.
(i) The Assistant's failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.
(j) This clause survives the termination, expiration or completion of this Agreement.
(22) INDEMNITY
(I) any act or omission of the Indemnifying Party in connection with this Agreement; or
(II) any act or omission of any of the Indemnifying Party's employees, agents, officers, representatives, affiliates, or permitted successors and assigns in connection with this Agreement.
(b) The Indemnifying Party is not liable under this indemnity where a court of competent jurisdiction, giving a final judgment, holds that the loss, damage or liability is the result of the gross negligence, wilful misconduct or bad faith of the other Party or of any of its employees, agents, officers, representatives, affiliates, or permitted successors or assigns.
(c) This clause survives the termination, expiration or completion of this Agreement.
(23) WORK HEALTH AND SAFETY
(a) The Client is committed to providing a workplace which is healthy, safe and clean and to maintaining a positive workplace culture in relation to work health, safety, welfare and wellbeing.
(b) The Client's commitment may be reflected and implemented through standards, procedures, guidelines and/or policies ("WHS Policies").
(c) The Assistant must, at the Assistant's cost, comply with all relevant WHS Policies and with the Work Health and Safety Act and Regulations applicable in the relevant State or Territory, and any other standards and regulations in relation to work health, safety, welfare and wellbeing as required by the Client or by law.
(24) WARRANTIES REGARDING COMPETITION
(a) Each Party warrants that this Agreement does not relate to:
(I) a contract, arrangement, or understanding, or a concerted practice, for the purpose, or with the likely effect, of substantially lessening competition contrary to the Competition and Consumer Act 2010 (Cth);
(II) exclusive dealing for the purpose, or with the effect or likely effect, of substantially lessening competition;
(III) any arrangement involving "price fixing";
(IV) any arrangement involving "output restrictions";
(V) any arrangement involving "market sharing"; or
(VI) any arrangement involving "bid rigging" or "collusive tendering".
(b) This clause survives the termination, expiration or completion of this Agreement.
(25) WARRANTIES REGARDING LEGAL ADVICE
(a) Each Party (the "Warranting Party") warrants:
(I) that the Warranting Party fully understands the terms of this Agreement;
(II) that the Warranting Party has had the opportunity to obtain independent legal advice and has either:
(A) taken such independent legal advice; or
(B) elected not to take such independent legal advice; and
(III) that the Warranting Party has not been induced to enter this Agreement by any representation made by the other Party or its officer, employee, director, agent, contractor, assignee, successor or other representative, except as provided in this Agreement.
(b) This clause survives the termination, expiration or completion of this Agreement.
(26) COMPLIANCE WITH LAWS
(a) The Assistant must, at the Assistant's own cost, comply with all laws which relate to or affect the Services, this Agreement or the Assistant, including but not limited to regulations, legislation, delegated legislation, ordinances, rules, codes and any other requirements of any Commonwealth, State or Local authorities, bodies or government departments (the "Laws").
(b) The Assistant indemnifies, keeps indemnified and holds harmless the Client against any actions, costs, charges, claims or demands in relation to a breach of the Laws by the Assistant.
(c) This clause survives the termination, expiration or completion of this Agreement.
(27) ENTIRE AGREEMENT
(a) In relation to its subject matter, this Agreement represents the entire agreement between the Parties. No warranties, representations, conditions or collateral agreements affect this Agreement except as expressly provided in it.
(b) Each Party agrees that in entering into this Agreement it did not rely on any representations, warranties or other provisions except those expressly provided in this Agreement.
(c) Any warranties, conditions or other terms implied by law are expressly excluded to the maximum extent permitted by law.
(d) No amendment to or modification of this Agreement, and no additional obligation, will bind any Party unless evidenced in writing and signed by both Parties.
(28) NOTICES
(a) Any notice, demand, request or other correspondence required or permitted to be given in writing will be deemed validly given to the Client if delivered to:
________
(b) Any notice, demand, request or other correspondence required or permitted to be given in writing will be deemed validly given to the Assistant if delivered to:
________
(c) Either Party (the "Nominating Party") may nominate another address (the "New Address") by notifying the other Party in writing. After such nomination, any notice will be deemed validly given if delivered to the Nominating Party at the New Address.
(29) WRITTEN COMMUNICATION
(a) In relation to any correspondence or notification required under this Agreement to be provided in writing:
(I) such notice is properly given if given to the other Party:
(A) by email to an email address the other Party has nominated, acknowledged or used in connection with the Services or this Agreement;
(B) by post to a postal address the other Party has nominated, acknowledged or used in connection with the Services or this Agreement;
(II) such notice is taken to be received:
(A) if sent by email, when the email becomes capable of being retrieved by the recipient at the relevant email address;
(B) if sent by prepaid post within Australia, five (5) business days after the date of posting;
(C) if sent by prepaid post to or from an address outside Australia, twenty-one (21) days after the date of posting.
(30) TERMINATION
(a) This Agreement may be terminated by the Assistant if the Client fails to pay any requisite Fees within ________ days after the date they are due. The Assistant may terminate immediately, with no notice period, in writing.
(b) Aside from termination by the Assistant for non-payment, this Agreement may be terminated by either Party upon written notice:
(I) if the other Party commits a material breach of any term that is not capable of being remedied within fourteen (14) days, or that should have been remedied within fourteen (14) days after a written request and was not;
(II) if the other Party becomes unable to perform its duties under this Agreement, including a duty to pay or a duty to perform; or
(III) if the other Party or its employees or agents engages in any conduct prejudicial to the business of the other, or in the event a conflict or potential conflict of interest arises between the Parties.
(c) Either Party may terminate this Agreement for convenience by giving the other Party not less than ________ days' written notice.
(d) If this Agreement is terminated before the expiration of its natural term, the Client agrees to pay for all Services rendered up to the date of termination, and for any expenditure due for payment after the date of termination for commitments reasonably made and incurred by the Assistant in relation to the Services prior to termination.
(e) Any termination shall not affect the accrued rights and liabilities of either Party under this Agreement or at law, and shall be without prejudice to any rights or remedies either Party may be entitled to.
(f) Any part of this Agreement meant to continue after termination, or to come into force at or after termination, shall not be affected by this clause.
(31) ASSIGNMENT
Neither Party may assign, transfer, charge or otherwise deal with any of its rights or obligations under this Agreement, nor purport to do so, without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed.
(32) DISPUTE RESOLUTION
(a) In the event that a dispute arises between the Parties in connection with this Agreement, the Parties agree to first attempt to resolve the dispute by negotiating in good faith with each other.
(b) If the dispute is not resolved by negotiation within a reasonable time, the Parties agree to attempt to resolve the dispute through mediation administered by a mediator agreed upon by the Parties, or failing agreement, a mediator nominated by the President of the Law Society of ________, before commencing any court proceedings.
(c) Nothing in this clause prevents either Party from seeking urgent injunctive or other interlocutory relief from a court of competent jurisdiction where necessary to protect that Party's interests.
(33) GENERAL PROVISIONS
(a) Time shall be of the essence in relation to this Agreement.
(b) This Agreement may be executed in any number of counterparts (including by electronic means), each of which when executed and delivered constitutes an original, but all of which together constitute one and the same agreement.
(c) No failure or delay by either Party in exercising any right, power or remedy under this Agreement operates as a waiver of that right, power or remedy, nor does any single or partial exercise preclude any further exercise of that or any other right, power or remedy.
(d) A waiver of any right, power or remedy under this Agreement must be in writing and signed by the Party granting the waiver, and is only effective in relation to the particular matter for which it is given.
(e) Each Party must bear its own legal and other costs and expenses relating directly or indirectly to the preparation of, and performance of its obligations under, this Agreement.
(f) Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent caused by circumstances beyond that Party's reasonable control, including but not limited to acts of God, natural disasters, fire, flood, war, civil unrest, government action, or pandemic.
(g) This Agreement is binding on and enures for the benefit of the Parties and their respective permitted successors and assigns.
(34) APPLICABLE LAW
This Agreement is governed by and construed in accordance with the laws of ________, and each Party irrevocably submits to the non-exclusive jurisdiction of the courts of ________ and the courts of appeal from them.
(35) SEVERABILITY
If any clause or sub-clause of this Agreement is held to be invalid or unenforceable, it is to be read down or severed so that the remaining clauses and sub-clauses are enforced to the maximum extent possible, and the remaining provisions shall continue in full force and effect.
(36) SURVIVAL OF OBLIGATIONS
At the termination, expiration or completion of this Agreement, any provisions which would by their nature be expected to survive termination or expiration shall remain in full force and effect, including but not limited to any provisions which explicitly state that they survive termination or expiration.
EXECUTED AS AN AGREEMENT ON ________
Signed for and on behalf of ________ in accordance with section 127(1) of the Corporations Act 2001 (Cth) by being signed by ________ and ________, two of its directors:
..................................................
________, Director
..................................................
________, Director
Signed for and on behalf of ________ in accordance with section 127(1) of the Corporations Act 2001 (Cth) by being signed by ________, the sole director and sole company secretary:
..................................................
________, Sole Director and Sole Secretary
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