This Independent Contractor Agreement (the "Agreement") is made and entered into by and between Virtual Assistants Group Ltd, an online platform operating at www.virtualassistants.ie ("VAG"), and * * , a self-employed service provider, with an email address at * ("Contractor").
Definitions
- “Assignment” means any project, task, or service agreed upon in writing between VAG and the Contractor.
- “Confidential Information” includes, but is not limited to, business strategies, client information, pricing, technical data, processes, know-how, and trade secrets, whether disclosed orally, in writing, or electronically.
- “Work Product” refers to all deliverables, documents, and materials created by the Contractor under this Agreement.
1. Scope of Work
1.1 The Contractor agrees to provide virtual assistant services to VAG and its clients as mutually agreed upon. Services may include, but are not limited to, Administrative Tasks, Book Keeping, Digital Marketing, Social Media Management, Customer Services, or Content Creation.
1.2 The Contractor agrees to adhere to the specific guidelines, policies, and procedures that VAG provides for the completion of services under this Agreement.
1.3 VAG may assign work to the Contractor from time to time. Each Assignment will be defined in a written Detailed Specification, role description or task brief.
1.4 The Contractor is under no obligation to accept any Assignment, and VAG is under no obligation to offer further work.
2. Compensation
2.1 VAG agrees to pay the Contractor for services rendered at a standard hourly rate of €15.00, unless otherwise agreed in writing prior to the commencement of work. The Contractor shall submit weekly timesheets, clearly outlining hours worked and tasks completed. Upon approval of the timesheet, VAG shall promptly initiate payment. The exact timing of funds being received will depend on the processing times of the Contractor's banking institution.
2.2 The Contractor acknowledges that they are engaged as an independent contractor and not as an employee of VAG. The Contractor is solely responsible for all applicable taxes, insurance, and statutory obligations arising from their self-employed status. No employment-related benefits or entitlements shall apply under this Agreement.
3. Confidentiality
3.1 The Contractor agrees to maintain the strict confidentiality of all information relating to VAG’s clients, including but not limited to client names, contact details, project materials, financial information, and business operations. This information may not be disclosed or used for any purpose other than to perform services under this Agreement.
3.2 The Contractor agrees to sign and abide by a separate Confidentiality and Non-Disclosure Agreement, provided by VAG, which shall form a binding part of this engagement.
4. Independent Contractor Status
4.1 The Contractor is engaged as an independent contractor and not as an employee, agent, or representative of VAG. The Contractor is solely responsible for the payment of their own taxes, social insurance, pension contributions, and any other obligations arising from self-employment. No employee benefits, entitlements, or protections shall apply under this Agreement.
4.2 The Contractor agrees to maintain their independent contractor status and will not hold themselves out to the public or any third party as an agent or employee of VAG.
5. Confidentiality
5.1 The Contractor agrees to maintain strict confidentiality regarding any information acquired during the course of the Assignment.
5.2 This obligation continues indefinitely after termination of this Agreement.
5.3 The Contractor shall not disclose, reproduce, or use any Confidential Information except as required to complete their duties under this Agreement.
6. Data Protection
6.1 The Contractor shall comply with all applicable data protection laws, including the Data Protection Act 2018 (Ireland) and the General Data Protection Regulation (GDPR).
6.2 Any personal data processed must be done so securely, and only as necessary to complete the agreed Assignment.
7. Intellectual Property
7.1 All Work Product created by the Contractor during the course of providing services under this Agreement shall be the exclusive property of VAG. The Contractor hereby assigns and transfers all right, title, and interest in such Work Product to VAG
7.2 Any pre-existing intellectual property of the Contractor used in performance of the Assignment shall remain the property of the Contractor.
7.3 The Contractor agrees not to assert moral rights over any Work Product delivered to VAG.
7. Intellectual Property
7.1 Any work product created by the Contractor during the course of providing services under this Agreement shall be the property of VAG. The Contractor hereby assigns and transfers all right, title, and interest in any such work product to VAG.
7.2 The Contractor agrees to obtain all necessary permissions or licences for the use of third-party intellectual property and shall indemnify and hold harmless VAG from and against any and all claims, damages, losses, and expenses, including reasonable attorney's fees, arising out of or in connection with the use of any third-party intellectual property.
8. Use of Subcontractors
8.1 The Contractor shall not engage any third party or subcontractor to perform any part of the Assignment without the prior written consent of VAG.
8.2 Any approved subcontractor shall be bound by similar confidentiality and data protection obligations.
9. Non-Solicitation
9.1 The Contractor agrees not to solicit or accept business directly from any client introduced by VAG for a period of six (6) months following the end of their engagement with VAG.
9.2 This clause does not apply to relationships that pre-date the Contractor’s work with VAG, provided they are disclosed in writing.
10. Term and Termination
10.1 This Agreement shall commence on the date set forth above and shall continue until terminated in accordance with this section.
10.2 Either party may terminate this Agreement with 14 days’ written notice.
10.3 VAG may terminate this Agreement immediately in the event of:
- a material breach by the Contractor;
- insolvency or bankruptcy of the Contractor;
- failure to comply with agreed deadlines or standards.
10.4 Upon termination, the Contractor agrees to promptly return any property belonging to VAG that is in their possession, including but not limited to client lists, contact information, and confidential materials.
11. Handover and Exit Obligations
In the event of termination or discontinuation of services by either party, the Contractor acknowledges the importance of a smooth transition of responsibilities. Upon termination, the Contractor will transfer all relevant and ongoing work (including any required documentation, files, passwords or client information), project details, and handover notes to ensure the seamless transfer of tasks to any individual designated by the client or to any other individual assigned by VAG.
11.2 The Contractor agrees to participate in a reasonable handover meeting to ensure a smooth transition. This handover process aims to maintain the quality and continuity of services provided to the client and ensure minimal disruption to ongoing projects.
12. Indemnification
12.1 The Contractor agrees to indemnify and hold harmless VAG from and against any and all claims, damages, losses, and expenses, including reasonable legal costs, arising out of or in connection with the Contractor's performance of services under this Agreement.
13. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of Ireland, and any disputes shall be subject to the exclusive jurisdiction of the Irish courts.
14. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, agreements, and understandings, whether written or oral.
By signing below, {input17:firstname-1} {input17:lastname-1}, electronically signifies their acceptance of and agreement to these terms.