This Service Agreement (hereinafter "Agreement"), is made effective as of {saStart} and will remain active and executable for {Validity} by and between the following parties:

8point8 Virtual Assistance Services, hereinafter referred to as "8point8," through Lisa F. Sabala as the proprietor of the business whose address is specified below:

Address: #4 Champaka Compound, Burgos Street, Dumlog, Talisay City, Cebu, Philippines
Email: info@8point8.net or team@8point8.net

and {Full_Name}, hereinafter referred to as "Client," whose business details are specified below:

Business Name (if applicable): {Business_Name}
Address: {Address}
Email: {Email_Address}

The Client and 8point8 hereinafter collectively referred to as the “Parties” and individually to as the “Party”.

RECITALS:

WHEREAS, Client is desirous of services provided by 8point8; as discussed more fully in Article 1;

WHEREAS, 8point8 is skilled and capable in the services Client needs and desires to provide services to the Client;

NOW, therefore, in consideration of the promises and covenants contained herein, the receipt and sufficiency of which is acknowledged, the Parties do hereby agree as follows:

Article 1 - SCOPE OF SERVICES

This Agreement sets forth the terms and conditions whereby 8point8 agrees to produce certain Services (hereinafter, the "Services") as described below to the Client. 8point8 will be engaged for the limited purpose of providing these Services to the Client:

 

Client Work

Client and 8point8 may agree in a separate, written document to expand the scope of Services to include additional tasks. Such written document(s) may be informal, such as an email or communication via the agreed Task Management App.

Article 2 - NO EMPLOYMENT

Neither party is by virtue of this Agreement authorized as an agent, employee, or legal representative of the other. Except as specifically set forth herein, neither party shall have the power to control the activities and operations of the other and its status at all times will continue to be that of an independent contractor relationship.

In the performance of work ordered by the Client, 8point8 shall have the right, in its sole discretion, to assign, transfer, charge, delegate or subcontract its rights and responsibilities to any third party, provided that 8point8 shall remain responsible for the performance of any such third party.


Article 3 - WARRANTIES

8point8 represents and warrants that 8point8 has the knowledge, skills, and experience necessary to provide the Services. 8point8 agrees that during the term of this Agreement, 8point8 will agree to provide the Services at the request of the Client.

8point8 reserves the right to refuse service to Client if the service requested is illegal, immoral, may cause harm on other individuals, or not included in the Scope of Services on Article 1.


Article 4 - NONEXCLUSIVITY

8point8 may be engaged or employed in any other business, trade, profession, or other activity without seeking the Client's prior written consent.


Article 5 - WORK AVAILABILITY AND HOLIDAYS

8point8 will be available to receive and fulfill tasks or projects as requested by the Client during established business hours from Monday to Friday Philippine Time 6:00 AM to 6:00 PM (GMT+8).

Upon request and depending on 8point8's availability, Client may ask 8point8 to be available for services on Saturday or Sunday (non business days) provided that 1 week prior notice is given by the Client to 8point8 to prepare for the work requested by the Client.

8point8 will be unavailable and may decline to take tasks or respond to communication from the client on the following holidays:

• New Year’s Eve (December 31)
• New Year's Day (January 1)
• Maundy Thursday (dependent on Lenten Calendar)
• Good Friday (dependent on Lenten Calendar)
• Philippine Labor Day (May 1)*
• US Memorial Day (last Monday of May)
  
• Philippine Independence Day (June 12)*
• All Saints Day (November 1)*
• All Souls Day (November 2)*
• Thanksgiving (fourth Thursday of November)
• Day after Thanksgiving (fourth Friday of November)
• Bonifacio Day (November 30)*
• Christmas Eve (December 24)
• Christmas Day (December 25)
• Rizal Day (December 30)*

*Date may be moved by Local Philippine Government to give consideration for Holiday Economics

8point8 reserves the right to refuse service to Client if 8point8 is not available to conduct the work schedule requested by the client.

Article 6 - FEES AND EXPENSES

The Client is entitled to receive services to be provided by 8point8 as stated in Article 1. The services provided by 8point8 will be measured in hours of work and such hours will be deducted from the Prepaid Hours Credit of the Client's Active Prepaid Plan with 8point8.

Any and all prepaid hours credit that the Client is entitled to upon signing this Agreement must be consumed within the validity period of {Validity} from the start date specified on Page 1.

The Client may opt to purchase additional prepaid hours for a minimum of 10 hours at $15 US Dollars per hour, or $150 US Dollars minimum. The additional hours purchased may only be consumed during the validity period of this Agreement.

In any event during the validity period that the Client's prepaid consumable hours have been consumed completely, the Client cannot compel 8point8 to proceed with work on projects or tasks assigned. 8point8 will only resume with work once the Client has purchased additional hours of prepaid credits.

8point8 agrees to shoulder payment transfer fees each time the Client makes a payment for Virtual Assistance Services.


Article 7 - RESPONSE TIME & COMMUNICATION

When endorsing work orders or projects to 8point8, the Client is responsible for providing clear and understandable instructions. 8point8 commits to communicating with the client for any clarifications and advising the client of the expected date of fulfillment. In turn, the Client commits to responding to clarification requests from 8point8 in a timely manner. 8point8 reserves the right to decline task requests from the Client if instructions are incomplete, vague, or incomprehensible. Furthermore, 8point8 reserves the right to decline tasks requests from the Client if the task is endorsed to 8point8 without reasonable lead time for implementation.

When being reached out for communication, 8point8 agrees to respond to the Client no later than 2 Business Days from the day the Client sent communication through email or via a task card on the agreed upon task management app. In the event of an emergency or other similar conflict, 8point8 will give the Client as much notice as possible if there is a possibility of interruption to the Services, whether that interruption is temporary or long-term.


Article 8 - EFFECTIVITY & DELIVERABLES

This Agreement shall be effective from the start date specified on Page 1 and will remain active and executable for {Validity} from such date.

The independent contractor relationship will be ongoing unless terminated by either Party in writing according to the provisions of this Agreement.


Article 9 - TERMINATION

This Agreement may be immediately terminated in the event that there is a breach of the terms by either Party.

This agreement may also be terminated upon the following circumstances:

a) the death of the point person at 8point8 or the Client,
b) the inability of 8point8 to perform the Services due to a conflict of schedule or a sudden physical or mental disability,
c) the liquidation, dissolution or discontinuance of the business of the Client or 8point8 in any manner; or
d) the inability of either party to fulfill their obligations due to other reasons beyond what is specified in the above listed items.

This Agreement may only be terminated by either Party in writing. For items (b), (c) and (d) specified above, notice must be given to the other Party at least 1 (one) week prior to the date of effectivity of termination.

Upon termination, all fees and reimbursements shall be paid to 8point8 by the Client as they have accrued up to the date of termination.

Upon expiration or termination of this agreement, or at any other time upon the Client's written request, 8point8 shall promptly after such expiration or termination deliver to the Client all deliverables (whether complete or incomplete); and permanently erase all of the confidential or proprietary information from any of 8point8's computer systems.

Article 10 - CONFIDENTIAL OR PROPRIETARY INFORMATION

8point8 and Client 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.

8point8 and Client agree that they shall:

a) Not disclose the confidential and/or proprietary information by any means not authorized by the other Party to any third parties;

b) Not copy or duplicate the confidential and/or proprietary information unless expressly consented by the other Party;

c) Not disclose the confidential and/or proprietary information by any unauthorized means to any third parties following the termination of this agreement;

d) Inform each other immediately if either Party becomes aware of any unauthorized use or disclosure of the confidential and/or proprietary information.

Article 11 - PORTFOLIO USE

8point8 shall NOT be permitted to use produced items of work paid for by the Client in 8point8's professional portfolio, even after such items have been made public by the Client.


Article 12 - INDEMNIFICATION and NON-DISPARAGEMENT

8point8 and Client shall each defend, indemnify, and hold the other harmless (including all affiliates, officers, directors, employees, agents, successors, and assigns) from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from bodily injury, death of any person, damage, real or intangible, to personal property resulting from the other's acts or omissions or the breach of any representation, warranty, or obligation under this Agreement.

The Parties agree that, at all times during and after the validity of this Agreement, they shall use reasonable and good faith efforts to ensure that neither Party engages in any vilification of the other, and shall refrain from making any false, negative, critical or disparaging statements, implied or expressed, concerning the other, including, but not limited to, management style, methods of doing business, the quality of products and services, role in the community, or treatment of other Party. The Parties further agree to do nothing that would damage the other's business reputation or goodwill; provided, however, that nothing in this Service Agreement shall prohibit either Party’s disclosure of information which is required to be disclosed in compliance with applicable laws or regulations or by order of a court or other regulatory body of competent jurisdiction.


Article 13 - BENEFIT

This Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto, and to their respective heirs, representatives, successors, and assigns.


Article 14 - NOTICES AND COMMUNICATION

All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and specifically addressed to the Parties except as otherwise provided in this Agreement, a Notice is effective only if (a) the receiving party has received the Notice and (b) the party giving the Notice has complied with the requirements of this Section.


Article 15 - FORCE MAJEURE

The Client cannot hold 8point8 liable for any failure to perform or provide its services due to causes beyond 8point8's reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.


Article 16 - ENTIRE AGREEMENT

Any titles or headings are not to be considered a part of this Service 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, written, oral or otherwise, are hereby terminated and canceled in their entirety and are of no further force and effect. The Client may not assign its rights or delegate its obligations hereunder without the prior written consent of 8point8, and any attempted assignment without 8point8's consent shall be void.

The Parties acknowledge and agree that this Agreement will be executed by electronic signature and that this method of signature is conclusive of the Parties' intention to be legally bound by this Service Agreement.

The Parties acknowledge that they have thoroughly reviewed this Agreement and execute the same as follows: