Virtual Assistant Product Terms

VIRTUAL ASSISTANT PRODUCT TERMS

Virtual Assistant solutions are provided by Vaxtra group members with headquarters as Vaxtra Pty Ltd ACN 154 337 970, pursuant to the General Terms set out below. You should check this Website from time to time to review the then current terms and conditions, because they are binding on you.

1 DEFINITIONS

In addition to the definitions set out in clause 1 of the General Terms, the following definitions also apply to these Product Terms:

Business Hours mean 9am to 6pm Australian Eastern Standard Time on any Business Day;

Commencement Date means the date set out in the SOW;

Customer means a customer or potential customer of the Client;

Early Termination Fee means the fee (if any) stipulated in an SOW intended to cover costs incurred or suffered by Vaxtra in connection with the early termination of an SOW;

Implementation Fees mean the amount/s set out in the SOW; Operational Fees means the amount/s set out the SOW.

2 COMPLIANCE WITH LAWS

2.1 Vaxtra and the Client acknowledge and agree that compliance with clause 5.1(b) of the General Terms includes the Do Not Call Register Act 2006 (Cth) and Part 6 of the Telecommunications Act 1997 (Cth) in in connection with any outbound call services contemplated by this Agreement.

2.2 To the extent the Client requires Vaxtra to comply with any Laws, industry code or standard applicable to the Client’s business, products or services which Vaxtra would not otherwise generally be required to comply with, the Client must provide Vaxtra with details of the specific compliance obligations including any updates or changes to those obligations during the Term. Such obligations may be scoped and costed by Vaxtra as a business requirement or a change request in the relevant SOW.

3 PARTY’S OBLIGATIONS

3.1 Vaxtra’s Obligations. During the Term, Vaxtra shall:

(a) provide the Services at the location set out in the SOW (or such other place as is agreed by the parties from time to time) during the hours set out in the SOW,

(b) use its reasonable commercial endeavours to employ or use the number of target staff set out in the SOW (or such other number of staff as varied by agreement during the Term) to provide the Services, and provide replacement staff as soon as practicable if the number of staff fall below that level; and

3.2 Client’s Obligations. During the Term, the Client must:

(a) provide to all Vaxtra staff involved in the provision of the Services (and, in particular, during any training period), all necessary training and information required for the provision of the Services;

(b) provide Vaxtra with sufficient information and data (including, where appropriate, Customer lists, approved scripting and call handling processes) necessary to provide the Services;

(c) where applicable, provide Customers with all relevant disclosure documents, customer agreements and cooling off notice as required by any Law;

(d) provide Vaxtra with access to its system, software and any equipment (including passwords, logins etc.) necessary to provide the Services at no cost to Vaxtra;

(e) provide information, assistance and approvals as and when reasonably required by Vaxtra; and

(f) if Services are to be provided at Client premises:

(i) provide and maintain the premises at no cost to Vaxtra to enable Vaxtra personnel to provide the Services:

(ii) furnish, heat/air-condition, provide electricity and access to telephone services, computer equipment and site facilities at no cost to Vaxtra necessary for the provision of the Services;

(iii) provide Vaxtra with access to the Client premises and Vaxtra personnel in order to monitor and manage the performance of the Vaxtra personnel; and

(iv) comply with the relevant work, health, safety policies.

4 FEES AND INVOICING

4.1 In consideration of the provision of the Services, the Client must pay or cause to be paid to Vaxtra:

(a) the Implementation Fees and on-going Operational Fees;

(b) outbound telephone charges as set out in the monthly outbound telephone analysis;

(c) fees in respect of incidental costs reasonably incurred in the provision of the Services including but not limited to:

(i) postage;

(ii) inbound telephone services (including toll free numbers);

(iii) ISDN usage;

(iv) voicemail (rental and charges);

(v) stationery;

(vi) office equipment usage (including photocopiers, printers and facsimiles);

(vii) couriers/freight and

(d) Data storage and data return fees unless provided in SOW.

4.2 All fees and pricing is subject change in accordance with clause 3 in of the general terms.

4.3 Invoicing. Except as otherwise provided in a SOW, Vaxtra will invoice the Fees as follows:

(a) Implementation Fees will be invoiced on the Commencement Date;

(b) Operational Fees and all other fees and charges will be invoiced mid monthly for the said month unless otherwise stated in the SOW; and

(c) Where the fees and charges set out in a SOW are expressed in a foreign currency, such fees and charges will be converted to Australian dollars for invoicing each month based on the actual mid-month exchange rate that was applicable to the month of operations (e.g. the exchange rate that is used for June 2017 invoicing is the rate that was applicable to the 15th of June 2017, as published at www.xe.com/ict/).

5 PRICING ASSUMPTIONS

5.1 Pricing provided by Vaxtra is developed on the basis of a defined scope and scale of Services.

5.2 Where a range of service volumes is required to be considered, Vaxtra will endeavour to provide a volume based rate card. Such rate cards are for ongoing operational fees and do not include any costs associated with implementing a change request.

5.3 Unless a change in scope of services is requested by Client, Vaxtra will provide updated pricing in accordance with the change request in Clause 13 of the general terms as may be further particularised in an SOW.

5.4 Unless specified in the SOW, pricing excludes (where applicable):

(a) Do Not Call Register data wash costs;

(b) data purchase costs;

(d) travel and accommodation expenses associated with initial implementation; (e) stationery/postage costs associated with any fulfilment workload required to be carried out by Vaxtra;

(f) setup and on-going charges associated with peripheral technology (e.g. Facsimile Machine);

(g) IT development and implementation costs;

(h) inbound or outbound telephony;

(i) agent training (including staff on-costs) and recruitment costs including in connection with agent attrition;

(j) costs associated with staff ramp ups, including recruitment and training costs; (k)costs associated with staff ramp downs, including staff termination costs;

(l) provision for inflation or minimum wage increases;

(m) provision for performance bonus payments to agents (tied to KPI success);

(n) provision for annual leave and personal leave entitlements;

(o) overtime and penalty rates- Fees are based on a 40 hours per week for during Business Hours; and

(p) data conversion costs (where Client requires data in a particular format).

6 CONSEQUENCES OF SUSPENSION OR TERMINATION

6.1 If Client directs the Services to be suspended, Vaxtra may recover all direct and indirect costs arising out of or relating to the suspension.

6.2 On termination of an SOW:

(a) the Client must pay:

(i) all Operational or Implementation Fees and reimbursements due to Vaxtra with respect to Services provided up to and including the date of termination (including any notice period);

(ii) costs associated with early termination of staff members, impacted by the termination;

(iii) any other Fees reasonably incurred to conclude the provision of the Services which Fees include those Fees associated with re-routing telephone calls and any additional staff required to implement and monitor the conclusion of the Services; and

(iv) any Early Termination Fee;

(provided that items (ii) and (iv) are not payable where the Clients terminates as a result of Vaxtra’s default under clause 10.1(a) of the General Terms); and

except as otherwise provided in the SOW, all licences granted by Vaxtra to the Client shall terminate immediately and the Client will comply with any and all reasonable instructions of Vaxtra in relation to the termination of licences applicable to third party software.

7 NON-SOLICITATION

Except with Vaxtra’s prior written consent, Client must not, during the Term and for a period of twelve (12) months after the expiration of the Term, solicit, interfere with or endeavour to entice away any personnel of Vaxtra or any Vaxtra Affiliate, or counsel, procure or assist any person to do those things. Consent may be granted by Vaxtra in its absolute discretion and may be subject to a finder’s fee as specified in an SOW or otherwise agreed in writing by the parties.