ProfitAbility Virtual Assistance believes in being fair and transparent!

Thank you so much for visiting this page. It proves to us that you are obviously very serious about the quality of service that you receive, which is fantastic - so are we!

Please remember to read these General Terms & Conditions in conjuction with the individual Engagement Letter and Scope of Service that we have given you. If you have any questions, please call us on (07) 4921 9900.

GENERAL TERMS & CONDITIONS

ProfitAbility Virtual Assistance endeavours to conduct business in a fair and transparent manner.

Your customer satisfaction and security is of the utmost importance to us and consequently we conduct our business in accordance with our General Terms and Conditions.

Our General Terms and Conditions cover the following areas:

  1. INTERPRETATION
  2. TERMS OF BUSINESS
  3. CLIENT’S OBLIGATIONS
  4. PROFITABILITY VIRTUAL ASSISTANCE’S OBLIGATIONS
  5. EXECUTION OF SERVICES
  6. GOVERNING LAW
  7. TERM
  8. PRICE AND PAYMENT
  9. PAYMENT INFORMATION
  10. COMMUNICATIONS
  11. CONFIDENTIALITY
  12. PRIVACY
  13. DATA PROTECTION
  14. INTELLECTUAL PROPERTY 
  15. EMPLOYEES, CONTRACTORS AND THIRD PARTIES
  16. COMPLIMENTS AND COMPLAINTS
  17. LIMITATION OF LIABILITY
  18. CANCELLATIONS AND TERMINATIONS
  19. FORCE MAJEURE

1.         INTERPRETATION

In this documentation the following wording shall have the following meanings:

    1. “ProfitAbility Virtual Assistance” means Ufer Group Pty Ltd trading as ProfitAbility Virtual Assistance of 7 Harbour Court, Taranganba QLD 4703. ABN Number 48 159 228 609. Also referred to as “Us”, “We”.
    2. “Client” means any entity or person who purchases Services and/or Products from ProfitAbility Virtual Assistance. Also referred to as “You”, “Your”.
    3. “Parties” means both ProfitAbility Virtual Assistance and the Client collectively.
    4. “Party” means either ProfitAbility Virtual Assistance or the Client interchangeably.
    5. “Authorised Representative” means the person or persons nominated by ProfitAbility Virtual Assistance and the Client to represent their respective entity. The Authorised Representative has the authority to conduct all business on behalf of the Client and is also bound by the Agreement.
    6. ‘Entity” means a legal entity in Australia that holds an Australian Business Number such as a sole trader, partnership or company.
    7. “Engagement Letter” means the dated letter provided to Clients that outlines the inclusions within the Agreement such as the Scope of Service, Specific Terms and Conditions and General Terms and Conditions to be completed by ProfitAbility Virtual Assistance.
    8. “Scope of Service” means the services and / or products requested by the Client and agreed to in writing by ProfitAbility Virtual Assistance and the Client.
    9. “Specific Terms and Conditions” means the Specific Terms and Conditions that are applicable to this Agreement and the Specific Terms and Conditions will supersede the General Terms and Conditions, where a conflict may arise.
    10. “General Terms and Conditions” means the General Terms and Conditions set out in this document inclusive of any Specific Terms and Conditions agreed to in writing in the Scope of Service.
    11. “Agreement” means the content included in the Engagement Letter, the Scope of Service inclusive of the Specific Terms and Conditions as well as the General Terms and Conditions which are agreed to by ProfitAbility Virtual Assistance and the Client executing the Scope of Service.

  

2.         TERMS OF BUSINESS

    1. Ufer Group Pty Ltd trading as ProfitAbility Virtual Assistance has set out in this document our General Terms and Conditions, which together with our Engagement Letter, Scope of Service and Specific Terms and Conditions, will apply to all work performed by ProfitAbility Virtual Assistance for you, the Client.
    2. The General Terms and Conditions, Engagement Letter, Scope of Service and Specific Terms and Conditions contained herein constitute the entire Agreement between the parties and no amendments or variation shall be of any force and effect unless it is made in writing and is signed by both ProfitAbility Virtual Assistance and the Client.
    3. The Agreement shall prevail over any other documentation or communication supplied or given by the Client.
    4. Any variation to the Agreement shall be inapplicable unless agreed in writing by ProfitAbility Virtual Assistance.
    5. No warranties or representations have been made by ProfitAbility Virtual Assistance or any other entity on ProfitAbility Virtual Assistance’s behalf which have coerced the Client to enter into this Agreement.
    6. If any provision of the Agreement is held to be invalid, in whole or in part, such provision shall be deemed not to form part of and will be severed from, the Agreement. The enforceability of the remainder of the Agreement will not be affected.
    7. ProfitAbility Virtual Assistance provide Services to other Clients, some of whom may be in competition with other Clients or have interests which conflict with other Clients. ProfitAbility Virtual Assistance will not be prevented or restricted by virtue of the relationship with a Client under this Agreement from providing Services to other Clients.
    8. ProfitAbility Virtual Assistance’s relationship with a Client is purely that of an independent contractor. All Parties agree that there is no relationship consistent with an employee, agent, or partnership with the other party. Each Party acknowledges that it has no power or authority to bind the other Party in respect of any matter whatsoever and it will not represent to any person that it has such power or authority.
    9. No relaxation or indulgence permitted by ProfitAbility Virtual Assistance on behalf of the Client shall be deemed as a waiver of any rights of ProfitAbility Virtual Assistance in terms of the Agreement and such relaxation or indulgence shall not be deemed a variation of any Terms and Conditions of the Agreement.

  

3.         CLIENT’S OBLIGATIONS

To enable ProfitAbility Virtual Assistance to execute its obligations under the Agreement the Client shall:

    1. Comply with the Agreement agreed between the Parties.
    2. Comply with all Australian Statutory Requirements including however not limited to laws, regulations, rules, registrations, licences, fair work requirements and privacy.
    3. Ensure ProfitAbility Virtual Assistance is notified of the Clients correct name, physical and postal address and any contact information such as Authorised Representatives, telephone numbers, email addresses and facsimile numbers.
    4. Confirm that the Authorised Representatives have obtained all authorisations from the Client to enter into and perform this Agreement.
    5. Cooperate with ProfitAbility Virtual Assistance in relation to executing the Agreement in a timely manner, inclusive of any decision making required.
    6. Provide ProfitAbility Virtual Assistance with all information and documents reasonably required by ProfitAbility Virtual Assistance to execute the Agreement. Dependent on the Scope of Service this may also include access to appropriate members of your staff, records, information, technology, systems and premises.
    7. Ensure that the information and documentation supplied to ProfitAbility Virtual Assistance is true, correct and complete.
    8. Ensure that appropriate back up, security, encryption and virus checking procedures are in place for any computer facilities or electronic documentation provided by the Authorised Representatives on behalf of the Client.
    9. Arrange access to Third Parties where applicable to execute the Agreement.
    10. Advise ProfitAbility Virtual Assistance as soon as you become aware of a conflict of interest or potential conflict of interest.
    11. Advise ProfitAbility Virtual Assistance as soon as you become aware of legal action commencing against you or potentially commencing against you.
    12. Allow ProfitAbility Virtual Assistance to publish the business relationship between the Parties via social media outlets, ProfitAbility Virtual Assistance website and any other marketing or advertising campaigns run by ProfitAbility Virtual Assistance from time to time.
    13. Supply ProfitAbility Virtual Assistance with a high resolution copy of the Client’s logo for the purpose of advertising our business relationship.

  

4.         PROFITABILITY VIRTUAL ASSISTANCE’S OBLIGATIONS

To execute ProfitAbility Virtual Assistance’s obligations under the Agreement ProfitAbility Virtual Assistance shall:

    1. Agree to supply the requested Services and Products nominated in the Agreement and in accordance with the Terms and Conditions set out in the Agreement.
    2. Confirm that the Authorised Representatives have obtained all authorisations from ProfitAbility Virtual Assistance to enter into and perform the Agreement.
    3. Cooperate with the Client in relation to executing the Agreement.
    4. Perform the Services set out in the Agreement in an efficient and timely manner, using reasonable skill, expertise and care to an appropriate professional standard.
    5. Protect all confidential information provided by the Client in accordance with the Confidentiality clause within the Terms and Conditions.
    6. Ensure that ProfitAbility Virtual Assistance employees and contractors are suitably qualified for the works they undertake to execute the Agreement.
    7. Comply with the Agreement agreed between the Parties.
    8. Comply with all Australian Statutory Requirements including however not limited to laws, regulations, rules, registrations, licences, fair work requirements and privacy.
    9. ProfitAbility Virtual Assistance has a duty to act in the Client’s best interest. However, where the duty to act in the Client’s best interest is in conflict with an overriding law, ProfitAbility Virtual Assistance will comply with the law even if that may require ProfitAbility Virtual Assistance to act in a manner contrary to the Clients interest.

 

5.         EXECUTION OF SERVICES

    1. Unless all parties agree otherwise in writing, any dates nominated under the Agreement including in the Engagement Letter, Scope of Service and Specific Terms and Conditions are intended for planning and estimating purposes only and are not contractually binding.
    2. The Scope of Service is limited to the Services and/or Products specified in the Scope of Service. The services that ProfitAbility Virtual Assistance provide are not legal services and do not constitute legal advice. Either Party may request a variation to the Services by providing the request in writing to the other Party.
    3. The Agreement will be executed based on the information provided to, or obtained by ProfitAbility Virtual Assistance. ProfitAbility Virtual Assistance relies on the Client advising ProfitAbility Virtual Assistance if there are any changes to the provided or obtained information. The Client must ensure that information supplied to ProfitAbility Virtual Assistance is not false or misleading and does not omit essential particulars. ProfitAbility Virtual Assistance will not verify the accuracy and completeness of such documentation or information.
    4. ProfitAbility Virtual Assistance will not audit nor verify any records or information, including but not limited to accounting records, which have been provided by the Client.
    5. The Client indemnifies ProfitAbility Virtual Assistance against any litigation as a result of ProfitAbility Virtual Assistance executing the Scope of Service on the Clients behalf. This indemnity extends to the supply of information from ProfitAbility Virtual Assistance directly to Third Parties who may or may not include governing bodies such as the Australian Taxation Office (“ATO”). ProfitAbility Virtual Assistance accept no liability or responsibility to any Third Party in respect of the Agreement with the Client.
    6. The preparation of Client financial statements, Business Activity Statements and Pay as You Go Instalment Activity Statements does not replace the need for a Certified Practicing Accountant to verify the accuracy of the information and as such cannot be relied upon. The onus is on the Client, the taxpayer, to self-assess as there may be substantial penalties for incorrect submissions and returns for which ProfitAbility Virtual Assistance cannot be held accountable nor liable. Clients must carefully review the financial statements, Business Activity Statements and Pay as You Go Instalment Activity Statements to ensure that the details are accurately stated. By law, Clients are required to keep full and accurate records relating to their tax affairs.
    7. ProfitAbility Virtual Assistance will from time to time have to rely on external information or public records to carry out the Scope of Service. ProfitAbility Virtual Assistance do not accept responsibility and will not be liable for any direct or indirect damage or loss caused by errors or omissions in external information.
    8. In the course of executing the Scope of Service, ProfitAbility Virtual Assistance may provide verbal comments, draft reports, presentations, letters, schedules and other documents. No reliance shall be placed on such verbal comments, draft documents, conclusions or advice as they may be subject to further work, revision and other factors.
    9. ProfitAbility Virtual Assistance accepts no responsibility to inform Clients of changes in the law.
    10. Where ProfitAbility Virtual Assistance supplies the Client with the completed Scope of Service as outlined within the Agreement, the completed Scope of Service will be deemed accepted by the Client in its entirety as soon as one of the following occurs:
      1. The Client accepts the Scope of Service in writing; or,
      2. 60 hours have passed following ProfitAbility Virtual Assistance physically or electronically delivering the completed Scope of Service to the Client; or,
      3. 60 hours have passed following ProfitAbility Virtual Assistance physically or electronically delivering or issuing access to the completed Scope of Service to the Client.
    11. The above outcomes will not be applicable where the Client notifies ProfitAbility Virtual Assistance of otherwise in writing within the 60-hour acceptance period.

  

6.         GOVERNING LAW

    1. The Agreement shall be governed by and interpreted in accordance with the laws of the State of Queensland, Australia.
    2. The Courts of Queensland shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the Agreement and any matter arising from it.
    3. The Client irrevocably waives any right they may have to object to any action being brought in an inconvenient forum or to claim that the Courts of Queensland do not have jurisdiction.

 

7.         TERM

    1. The Agreement will apply from the Commencement Date stated in the Scope of Service, or where no Commencement Date is specified, from the date of acceptance of the Agreement as specified in our Scope of Service or the date on which the implied or documented Scope of Service commenced, whichever is earlier.

 

8.         PRICE AND PAYMENT

    1. The Scope of Service will outline the price of the Scope of Service as well as the term that this price will be valid for.
    2. The Client agrees to pay the price outlined in the Scope of Service by physically or electronically signing and returning the Scope of Service to ProfitAbility Virtual Assistance within 30 days from the date the Engagement Letter was issued to the Client.
    3. The Scope of Service will outline if the services must be paid in full by the Client prior to, progressively throughout or following the delivery of the Scope of Service.
    4. Where ProfitAbility Virtual Assistance agrees that a Client must pay for the Scope of Service prior to the commencement of the Scope of Service, ProfitAbility Virtual Assistance will not commence the service until payment is received into ProfitAbility Virtual Assistance’s nominated bank account.
    5. Where ProfitAbility Virtual Assistance agrees that a Client must pay for the services progressively throughout the delivery of the Scope of Service, ProfitAbility Virtual Assistance will outline the progress payment points and / or dates in the Scope of Service. ProfitAbility Virtual Assistance will not progress past a progress payment point and / or date until the payment for the prior progress payment point and / or date is received into ProfitAbility Virtual Assistance’s nominated bank account.
    6. Where ProfitAbility Virtual Assistance agrees that a Client may pay for the Scope of Service following the delivery of the Scope of Service, the payment terms are strictly seven (7) days from the date of the Tax Invoice.
    7. The Client may pay for the Scope of Service via direct deposit to ProfitAbility Virtual Assistance’s nominated bank account, cash or money orders. Business cheques are only acceptable where agreed to by ProfitAbility Virtual Assistance in writing prior to the Scope of Service commencing. ProfitAbility Virtual Assistance does not advise nor encourage Clients to post cash via the Australian Postal System.
    8. ProfitAbility Virtual Assistance reserves the right to amend prices at any time.
    9. ProfitAbility Virtual Assistance reserves the right to modify, update and/or run promotions on any of the Services offered by ProfitAbility Virtual Assistance and ProfitAbility Virtual Assistance is not obliged to pass these offers on to Clients who are bound by a current Agreement.
    10. ProfitAbility Virtual Assistance will not amend the price outlined in the Scope of Service where the term of the Agreement does not exceed 90 days. If the terms do exceed 90 days, ProfitAbility Virtual Assistance has the right to vary the price outlined in the Scope of Service by providing the Client with written notice of the impending variation. The pricing change will not take affect for a minimum of seven (7) days following the written advice being physically or electronically delivered to the Client.
    11. Under no circumstances will ProfitAbility Virtual Assistance refund a Client the difference in price, should a price decrease.
    12. The delivery of Tax Invoices will be electronically as agreed within the Scope of Service. The available delivery methods include via email or via our shared ProfitAbility Virtual Assistance Client OneDrive Account.
    13. The amount payable to ProfitAbility Virtual Assistance is inclusive of existing taxes, duties and government charges imposed or levied in Australia in connection with the supply of the Services and / or Products.
    14. ProfitAbility Virtual Assistance will supply the Client with a valid Tax Invoice as per the Australian Taxation Office standards.
    15. In the event that a Client does not pay their account and the account is in arrears, ProfitAbility Virtual Assistance will suspend provision of the Services until such time as the fees are paid. Suspension of Services will not affect the Client’s obligation to pay for the Services rendered to the date of Suspension. Following the Suspension of Services and subsequent payment of an account that was in arrears, ProfitAbility Virtual Assistance may refuse to render further Services to the Client.
    16. Where a Client refuses to pay for Services Rendered by ProfitAbility Virtual Assistance, ProfitAbility Virtual Assistance may undertake debt recovery and /or legal action against the Client inclusive of all costs to recover the debt. Where a Client makes partial payments towards an outstanding debt, the funds will be allocated to the cost to recover the debt first and then finally to reduce the debt.
    17. If ProfitAbility Virtual Assistance receive any notices or demands from any Third Party as a result of an Agreement with a Client, the Client agrees to pay ProfitAbility Virtual Assistance’s reasonable professional and legal costs and expenses, including however not limited to solicitor and Client expenses, in order to comply with or challenge any such notice or demand. ProfitAbility Virtual Assistance will notify the Client as soon as practicable (unless restricted by law) where ProfitAbility Virtual Assistance receives any such notice or demand.

 

9.         PAYMENT INFORMATION

    1. Where a Client supplies ProfitAbility Virtual Assistance with their Credit Card Details, ProfitAbility Virtual Assistance will take all reasonable actions to ensure that the details are protected from access by unauthorised persons.
    2. ProfitAbility Virtual Assistance will not store Credit Card Details on public networks.
    3. ProfitAbility Virtual Assistance will only use stored Credit Card Details to pay ProfitAbility Virtual Assistance accounts, or other accounts as instructed by the Client, as per the written Agreement with the Client.
    4. ProfitAbility Virtual Assistance cannot be held liable for any breaches, misuse or hacking of the Credit Card or Credit Card Details that are outside the scope of ProfitAbility Virtual Assistance control.

 

10.      COMMUNICATIONS

    1. The Client consents to ProfitAbility Virtual Assistance communicating with the Client via face to face meetings, virtual online meetings, teleconferences, telephone calls, emails, text, facsimile and /or postal.
    2. The Parties agree that any communication that could or will affect the application of this Agreement will be issued in a written form such as emails, texts, facsimile or postal.
    3. The Parties agree that the receipt of written notices will be deemed received by the sender in the following timeframes:
      1. Emails will be deemed received at the time shown in the delivery confirmation report generated by the sender’s email system.
      2. Text will be deemed received at the time the sender’s mobile device displays the text as being sent.
      3. Facsimile will be deemed received at the time shown in the transmission report as the time the whole facsimile was sent, unless the facsimile was sent after 5pm in which case the whole facsimile will be deemed to be received at 9:00am on the following business day.
      4. Postal will be deemed received three (3) business days after posting, unless sent via registered post, where it will be deemed received upon the registered postal delivery record.
    4. The Parties agree that electronically transmitted information cannot be guaranteed to be secure or virus or error free and consequently such information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to use.
    5. ProfitAbility Virtual Assistance will not be liable to the Client in respect of any error, omission or loss of confidentiality arising from or in connection with the communication of information to the Client, whether electronic or otherwise.

 

11.      CONFIDENTIALITY

    1. For the purpose of the Agreement, “Confidential Information” means all non-public information or documents which either party receives or produces in connection with the Scope of Service. Confidential information includes both ProfitAbility Virtual Assistance’s and the Client’s non-public information including chemical compositions or formulations; computer programs; concepts; data; discoveries; documents; drawings; facts; financial information; ideas; intellectual property; inventions; know how; manner, method or principle of construction; method or process of manufacture; processes; products; prototypes; routines; specifications; techniques; technology methods; trade secrets; works in respect to which copyright subsists; and other knowledge.
    2. Confidential information does not include:
      1. Any information which is, or becomes, generally available to the public other than as a result of a breach of this clause.
      2. Information that was known to either party prior to Profitability Virtual Assistance commencing the Scope of Service.
      3. Information that is received from a third party who owes no obligation of confidence in respect of the supplied information.
    3. Neither Party may disclose Confidential Information about, or belonging to the other Party without the other Party’s expressed written consent.
    4. All Parties must use Confidential Information only for the purpose of executing the Agreement and must not use the Confidential Information for any other purpose.
    5. Neither Party can lodge any application for the statutory protection of the Confidential Information, without the prior written consent of the other Party.
    6. The Confidential Information may only be disclosed to the Authorised Representatives nominated in the Agreement as well as relevant employees where the Authorised Representatives and relevant employees are bound by an obligation of confidentiality to at least the extent imposed upon by these Terms and Conditions.
    7. The recipient of the Confidential Information must keep the Confidential Information in a secure place so as to ensure that unauthorised persons do not have access to the Confidential Information.
    8. All Parties shall be relieved from the obligations of confidentiality in the Agreement where they can undeniably prove:
      1. They were in possession of the Confidential Information prior to the date of disclosure.
      2. The information was or has become part of the public domain otherwise than by a breach of this Agreement.
      3. The Confidential Information was received in good faith from an unrelated Third Party who was entitled to provide it to the recipient.
      4. The Confidential Information was independently developed by an employee of either Party, who did not have any form of access to the Confidential Information.  
    9. The duration of the confidentiality obligation in the Agreement is three (3) years from the date of the Agreement.
    10. At any time, either Party may request the return of their Confidential Information by providing the other Party with written notice of such request. Within seven (7) days of the receipt of such a notice, the recipient must return the Confidential Information to the requesting Party. Any part of the Confidential Information that cannot be physically returned shall be destroyed in such manner and at such time directed by the requesting Party, including by deletion from all computer and electronic records or storage devices.

 

12.      PRIVACY

    1. ProfitAbility Virtual Assistance complies with legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) (“Privacy Act”).
    2. If the Scope of Service requires a Third Party to supply ProfitAbility Virtual Assistance with the Client’s personal information, the Client is responsible for ensuring that the Third Party has satisfied the requirements of the Privacy Act and is permitted by the Privacy Act to disclose such personal information to ProfitAbility Virtual Assistance.
    3. Nothing in the Agreement will forbid ProfitAbility Virtual Assistance from publicising a Client’s Name and the ProfitAbility Virtual Assistance Income Stream the Client falls under, such as Bookkeeping, Administrative Tasks, Social Media Management or Data Entry to other Clients.

 

13.      DATA PROTECTION

    1. The Client acknowledges that ProfitAbility Virtual Assistance uses a number of cloud based technologies to operate the business.
    2. ProfitAbility Virtual Assistance takes all due care and consideration in selecting the cloud based technologies used by ProfitAbility Virtual Assistance and is bound by the limitations of such technologies.
    3. ProfitAbility Virtual Assistance and the Client acknowledge that the cloud based technologies may or may not be bound by Australian Data Security, Privacy and Compliance legislative requirements and therefore ProfitAbility Virtual Assistance cannot guarantee the security, privacy and compliance of the Client’s Details that are stored using cloud technologies.
    4. ProfitAbility Virtual Assistance cannot be held liable for any breaches, misuse or hacking of the cloud technologies utilised by ProfitAbility Virtual Assistance or the Client.
    5. ProfitAbility Virtual Assistance will ensure that it has strong passwords and password protection in place to reduce the risk of invasive actions by other cyber users.
    6. The Client must ensure that they have strong passwords and password protection in place to reduce the risk of invasive actions by other cyber users.
    7. ProfitAbility Virtual Assistance and the Client will take all reasonable actions to ensure that ProfitAbility Virtual Assistance user names and passwords are protected from access by unauthorised persons.
    8. The Client must notify ProfitAbility Virtual Assistance if they believe there has been or may be a potential risk of any unauthorised use of usernames, passwords or any other breach of security. The Client must follow all reasonable directions that ProfitAbility Virtual Assistance deems necessary in order to maintain or enhance the security of ProfitAbility Virtual Assistance’s computing systems and networks and your access to the systems and networks.
    9. ProfitAbility Virtual Assistance utilises additional security features offered by cloud technologies such as adding in alternative phone numbers, alternative email address and security questions and answers. If the cloud technology is hacked, ProfitAbility Virtual Assistance is able to use the security features to restore any data held on the cloud as quickly as possible.
    10. ProfitAbility Virtual Assistance conducts a backup of all data held on ProfitAbility Virtual Assistance computer systems on a monthly basis, if not more regularly, and stores the backups in an offline location. The backups are held for a period of three (3) months before being overwritten with superseding backups.
    11. The Client will not misuse, impair, tamper with, hinder or modify any cloud technologies, websites computing systems or networks owned or utilised by ProfitAbility Virtual Assistance in any way. This includes, however is not limited to, the use of Trojan horses, viruses, piracy or programming routines that may damage or interfere with any cloud technologies, websites computing systems or networks owned or utilised by ProfitAbility Virtual Assistance.
    12. The Client will not attempt to gain unauthorised access to any material, files or any other items other than those to which the Client has been given expressed permission to access by ProfitAbility Virtual Assistance.
    13. The Client will not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except if strictly approved in the Scope of Service with ProfitAbility Virtual Assistance.

  

14.      INTELLECTUAL PROPERTY

    1. The Client retains all intellectual property rights that they supply under the Agreement including any chemical compositions or formulations; computer programs; concepts; data; discoveries; documents; drawings; facts; financial information; ideas; intellectual property; inventions; know how; manner, method or principle of construction; method or process of manufacture; processes; products; prototypes; routines; specifications; techniques; technology methods; trade secrets; works in respect to which copyright subsists; and other knowledge.
    2. ProfitAbility Virtual Assistance retains all intellectual property rights that they supply under the Agreement including any chemical compositions or formulations; computer programs; concepts; data; discoveries; documents; drawings; facts; financial information; ideas; intellectual property; inventions; know how; manner, method or principle of construction; method or process of manufacture; processes; products; prototypes; routines; specifications; techniques; technology methods; trade secrets; works in respect to which copyright subsists; and other knowledge.
    3. Unless otherwise specified in the Scope of Service, the intellectual property rights in the services, websites, documentation, systems, materials, methodologies and processes brought to the engagement by ProfitAbility Virtual Assistance shall remain the intellectual property of ProfitAbility Virtual Assistance.
    4. Where the Scope of Service allows for the Client to retain the intellectual property rights for services, websites, documentation, systems, materials, methodologies and / or processes, the intellectual property rights will transfer to the Client upon full payment of any charges payable in relation to the engagement by ProfitAbility Virtual Assistance.
    5. The Client grants ProfitAbility Virtual Assistance a licence to use, copy, transmit, store and back up your information and other data for the purpose of executing the Scope of Service.
    6. The Client must retain original copies of data, documentation and other items supplied to ProfitAbility Virtual Assistance.
    7. While ProfitAbility Virtual Assistance will take all reasonable care of the supplied data, documentation and other items supplied to decrease the risk of loss, ProfitAbility Virtual Assistance expressly excludes liability for any loss of the Client’s data, documentation and other items.

 

15.      EMPLOYEES, CONTRACTORS AND THIRD PARTIES

    1. ProfitAbility Virtual Assistance reserves the right to engage employees, contractors and Third Parties.
    2. Any references to staff includes Contractors and Third Parties.

  

16.      COMPLIMENTS AND COMPLAINTS

    1. If at any time a Client would like to offer a compliment, discuss how ProfitAbility Virtual Assistance’s Services can be improved or submit a complaint, Clients are invited to telephone any of our Directors or to supply our Directors with their communication in writing.
    2. Clients agree that any compliment received by ProfitAbility Virtual Assistance can be used without the Clients expressed written permission in any marketing and advertising at the discretion of ProfitAbility Virtual Assistance. The Client also acknowledges that the wording of the compliment may not be an exact verbatim of the compliment. ProfitAbility Virtual Assistance may or may not acknowledge the Clients Name, the date that the compliment was received and any other details as determined by ProfitAbility Virtual Assistance.
    3. ProfitAbility Virtual Assistance will consider all suggestions for improvement in a timely manner.
    4. ProfitAbility Virtual Assistance will investigate any complaint promptly and thoroughly to resolve the complaint.
    5. The preferred channel for any problem resolution is via an email to support@profitabilityva.com.au so the issue can be appropriately documented and resolved. If the problem cannot be immediately resolved, ProfitAbility Virtual Assistance will notify the Client within seven (7) days of the planned course of action.
    6. Where the course of action taken by ProfitAbility Virtual Assistance to resolve a problem is deemed as unacceptable by the Client, all Parties agree to enter into mediation, or some other form of alternative dispute resolution, before commencing legal proceedings.

  

17.      LIMITATION OF LIABILITY

    1. Where it is not prohibited by the Corporations Act 2001, ProfitAbility Virtual Assistance limits the liability for loss or damages arising from the Scope of Service, a breach of contract, tort, negligence, or otherwise to ten (10) times the value of the original Agreement.
    2. To the extent permitted by law, ProfitAbility Virtual Assistance excludes all liability under any circumstances to the Client or any Third Party for any indirect, incidental or consequential loss of profit or other economic loss suffered by the Client howsoever caused, as a result of any negligence, breach of contract, misrepresentation or otherwise.
    3. All liability claims against ProfitAbility Virtual Assistance by a Client will be apportioned to the respective responsibility for the loss, as will the amount the Client may recover from the claim.
    4. The Client is liable for and will indemnify and hold harmless ProfitAbility Virtual Assistance, ProfitAbility Virtual Assistance Directors, Employees and Contractors from and against any liabilities, losses, claims, costs, damages or expenses that may result from any Third Party claims arising out of or in relation to the provision of the Scope of Service, including the Clients breach of this Agreement, and the Client will reimburse ProfitAbility Virtual Assistance for all costs and expenses incurred to rectify such action.
    5. ProfitAbility Virtual Assistance does not make any warranties, conditions or guarantees of any nature in respect to the Scope of Service or the economic outcome to the Client as a result of executing the Scope of Service.
    6. The Client agrees not to bring any claim, whether in contract, tort (including negligence) or otherwise, arising out of or in connection with the Agreement against any ProfitAbility Virtual Assistance employees personally. This will not limit or exclude any liability that ProfitAbility Virtual Assistance may have for their acts or omissions. The provision of this clause is expressly for the benefit of ProfitAbility Virtual Assistance employees, and the Client agrees that each ProfitAbility Virtual Assistance employee is entitled to rely on this clause as if they were parties to this Agreement.
    7. If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these General Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

  

18.      CANCELLATIONS AND TERMINATIONS

    1. If a Client wishes to cancel or terminate their Agreement and / or Scope of Service, the Client may do so by providing at least 30 days written Termination Notice to ProfitAbility Virtual Assistance and the following will apply:
      1. The 30-day written notice will be known as the “Termination Notice”. The ‘Notice Start Date’ will be the date that the notice is received, or proven received, by ProfitAbility Virtual Assistance. The final date of notice will be known as the “Termination Date” and is determined inclusive of the Notice Start Date. The days between the Notice Start Date and the Termination Date will be known as the “Notice Period”.
      2. ProfitAbility Virtual Assistance will confirm the receipt of the Termination Notice in writing within 60 hours of receipt and this will affect the Notice Start Date.
      3. Where ProfitAbility Virtual Assistance does not confirm the receipt of the Termination Notice within 60 hours, and the Client can undeniably prove receipt of the Termination Notice by ProfitAbility Virtual Assistance, then the Termination Notice will be deemed received by ProfitAbility Virtual Assistance on the date of proven receipt. This event will not affect the requirements of a 30-day written Notice Period.
      4. The Client will be liable for the work completed up to and including the Notice Start Date as well as any work that are in progress by either ProfitAbility Virtual Assistance, a Third Party or a Contractor to ProfitAbility Virtual Assistance that cannot be reasonably cancelled by ProfitAbility Virtual Assistance during the Notice Period, up to and inclusive of the Termination Date.
      5. Where a Client does not pay all amounts outstanding to ProfitAbility Virtual Assistance on termination or completion of the Agreement, ProfitAbility Virtual Assistance may retain all intellectual property rights that supplied or to be supplied under the Agreement including any chemical compositions or formulations; computer programs; concepts; data; discoveries; documents; drawings; facts; financial information; ideas; intellectual property; inventions; know how; manner, method or principle of construction; method or process of manufacture; processes; products; prototypes; routines; specifications; techniques; technology methods; trade secrets; works in respect to which copyright subsists; and other knowledge.
    2. If ProfitAbility Virtual Assistance wishes to cancel or terminate an Agreement and / or Scope of Service with a Client, ProfitAbility Virtual Assistance may do so by providing at least 60 hours written Termination Notice to the Client and the following will apply:
      1. The 60-hour written notice will be known as the “Termination Notice”. The ‘Notice Start Date’ will be the date that the notice is proven to be delivered by ProfitAbility Virtual Assistance. The final date of notice will be known as the “Termination Date” and is determined inclusive of the Notice Start Date. The days between the Notice Start Date and the Termination Date will be known as the “Notice Period”.
      2. ProfitAbility Virtual Assistance will make certain that an electronic, or otherwise, delivery receipt is obtained upon sending the Termination Notice to the Client.
      3. ProfitAbility Virtual Assistance will issue the Client with an electronic, or otherwise, copy of the delivery receipt. The date stated on the delivery receipt will represent the Notice Start Date given by ProfitAbility Virtual Assistance and will be deemed to have affected the 60-hour Notice Period.
      4. The Termination Date will take effect 60 hours following the ProfitAbility Virtual Assistance Notice Start Date.
      5. The Client will be liable for the work completed up to and including the Notice Start Date as well as any work that is in progress by either ProfitAbility Virtual Assistance, a Third Party or a Contractor to ProfitAbility Virtual Assistance that cannot be reasonably cancelled by ProfitAbility Virtual Assistance during the Notice Period, up to and inclusive of the Termination Date.
    3. ProfitAbility Virtual Assistance may terminate the Agreement with at any time without Notice if any of the following apply:
      1. The Client does not pay all of the fees due in respect of the Scope of Service by the due date, or upon reasonable request. This includes where a Client commits of an Act of Bankruptcy, enter into liquidation, provisional liquidation (whether compulsory, voluntary or compounded by its creditors generally), or has a receiver, receiver manager or administrator appointed over all or part of its assets or passes a resolution for winding-up or a petition is presented for its winding-up.
      2. ProfitAbility Virtual Assistance considers that a request by a Client is inappropriate, immoral or unlawful.
      3. The Client fails to provide ProfitAbility Virtual Assistance with clear and timely instructions consistent with executing the Scope of Service.
      4. ProfitAbility Virtual Assistance believes that the business relationship with the Client has broken down including a loss of confidence and trust.
      5. For any other reason outside ProfitAbility Virtual Assistance’s control which has the effect of compromising our ability to perform the Scope of Service required within the required timeframes.
    4. Irrespective of the Party that cancels or terminates an Agreement and / or Scope of Service, both parties will continue to be bound by the terms of the Agreement that are expressly or implicitly intended to survive the cancellation or termination of the Agreement.

  

19.      FORCE MAJEURE

    1. Neither Party shall be liable for any delay or failure to perform any of its obligations, excluding payment obligations, under the Agreement if the delay or failure results from events or circumstances beyond their reasonable control.
    2. Events beyond reasonable control include, however are not limited to accidents, acts of God, breakdown of plant or machinery, computer equipment failures or other equipment failures, cyclones, fire, floods, internet failures, lock outs, non-performance of Third Parties, shortage or unavailability of raw materials from a natural source of supply, strikes, terrorist acts or war.

 

DO YOU HAVE ANY QUESTIONS?

Call us today on (07) 4921 9900 or email assistant@profitabilityva.com.au

We look forward to working with you soon!