Master Subscription Agreement

1.1 Definitions

• Ad Hoc Services mean the provision of additional services that are not specified as Services. 
• Agent means a resident of the Philippines (or other jurisdictions as relevant) that is hired by BruntWork pursuant to the executed Order Form as an independent contractor.
• Staff Absenteeism or Agent Unavailability means when agents do not make themselves available for work.
• Agreement means the Order Form and the Master Subscription Agreement including any annexure.
• Expertise means the unique skills, talents and knowledge of the Agent specifically selected to perform the tasks required.
• Fees means the fees specified in any signed Order Form governed by this Master Subscription Agreement plus approved disbursements. 
• Preferred Schedule means the hours specified in the Order Form that the client prefers for the Agent to work, unless otherwise agreed in advance at a later date.
• Valid Termination means 30 days written notice via email to your BruntWork Client Success Manager.

1.2.  Interpretation

In this Agreement: 

(a) References to a person include an individual, form or a body, whether incorporated or unincorporated;

(b) Clause headings are for references only and shall not form part of this Agreement nor used in the interpretation of this Agreement;

(c) If the time of doing an act or thing under this Agreement falls on a day which is not a Business Day, then the time of doing that act or thing shall be deemed to be the next Business Day;

(d) Words in the singular include the plural and vice versa in accordance with the context of which that word is used;

(e) Words importing a gender include other genders;

(f) A reference to a clause is a reference to a clause in this Agreement;

(g) A reference to any of the words ‘include’, ‘includes’ and ‘including’ is to be read as if followed by the words “without limitation”;

(h) A reference to a statute, ordinance, code or law includes regulations and other instruments under it and any consolidations, amendments, re-enactments or replacements of any of them;

(i) A reference to any party include that party’s executors, administrators, substitutes, successors and permitted assigns; and

(j) Each party has participated in the negotiating and drafting of this document and in the event of ambiguity or a question of interpretation arising, this Agreement is to be construed as if the Agreement was drafted jointly.

2. Expertise

The Agent is contracted by BruntWork on your behalf for their Expertise, and work pursuant to such Expertise shall be performed exclusively on an independent contractor basis, subject to the other terms and limitations in this Agreement, including but not limited to the. provisions of Section 11 of this Agreement,  and you agree to pay us the Fees as consideration.

3. Fees and Security Deposit

(a) We will charge you the Fees after the end of each calendar month on the terms specified in each signed Order Form.

(b) Your rights under this Agreement including the provision of Expertise will only be provided as long as all invoices are fully paid by their due date, including any Security Deposits or approved third party expenses and disbursements incurred by BruntWork to carry out its obligations under this Agreement.

(c) If required, you will pay third party costs, such as software, telephony and other subscriptions, to carry out BruntWork’s obligations under this Agreement, directly with the relevant third party, and if you request (and we agree) to hire local agents in Australia you will indemnify us from any costs arising from such arrangement to the fullest extent permitted by law.

(d) Security Deposits required for each role must be paid to BruntWork immediately on signing the Agreement and prior to the agent commencing work.

(e) Security Deposits paid will be refunded once outstanding invoices are paid and required notice periods adhered to. Any termination of this Agreement based on grounds other than a valid termination under clause 5 shall result in the forfeiture of the Security Deposit in favor of BruntWork. Refunds are processed by BruntWork’s finance team on a once per month basis and according to internal processing timelines.

(f) Security Deposits can be set off against Fees owed to BruntWork from termination, including for amounts required by minimum notice periods outlined for agreement termination outlined under clause 5, if such Fees remain unpaid by you. 

(g) If we partly deliver our obligations under this Agreement we will credit to you the difference between the parts completed and pending on a pro rata basis.

4. Obligations

You agree to:

(a) Promptly respond to all reasonable requests from BruntWork to enable us to deliver our obligations under the Agreement;

(b) Confirm all communications in writing;

(c) Promptly notify us of any issues, concerns or disputes with respect to the Agreement;

(d) Ensure that any and all work done by our Agent is legal in any jurisdiction in which you operate; and

(e) Pay our Fees on time and in full.

5. Term and Termination

You can terminate this Agreement:

(a) If you do not intend to employ Agents, directly or indirectly through another service provider or other entity or mechanism, at any time by giving BruntWork 30 days written notice;

(b) If you intend to employ our Agents directly or indirectly through another service provider or another entity or mechanism, after termination, by 

(i) making a one-off payment of 50% of the annualised contract value of the Agent’s rate if they are offboarded from BruntWork within 6 months of their first working day.

(ii) making a one-off payment of 35% of the annualised contract value of the Agent’s rate if they are offboarded from BruntWork within 6-12 months of their first working day.

(ii) making a one-off payment of 18% of the annualised contract value of the Agent’s rate if they are offboarded from BruntWork after 12 months of their first working day.

(c) In the event You terminate the Agreement pursuant to sub-clause 5(a), or the Agreement is terminated by BruntWork pursuant to the termination provisions set out in this Agreement, You agree:

   (i) that BruntWork may continue to employ the Agent; and

   (ii) that You will not in any way solicit our Agents for the purposes of direct employment with You or employment through another service provider or other entity or mechanism for a period of 12 months from the termination date.

(d) You acknowledge your Security Deposit may be used to offset amounts owed to us according to clause 5 (a).

(e) Your termination is a Valid Termination defined above.

(f) Notwithstanding clause 5 (a) – (e), you may change your agent at any time within the first 90 days or with 14 days notice if 90 days have passed since the Agent onboarded. While sourcing and recruiting a new agent, we will retain the existing security deposit paid held against the terminated agent so that it is transferred to the new agent hired.

Upon termination of this Agreement, clauses 7 and 8 survive termination of this Agreement. The expiry or termination of this Agreement will not affect the accrued rights of the parties including any amounts owed by you to us.

(g) Advance payment /upfront payments for digital services are not refundable once the Order Form agreement is signed and payment made, unless BruntWork is unable to deliver the scope of the service.

6. Confidential Information & Intellectual Property

(a) The parties and their staff and contractors may have access to financial or marketing information, trade secrets and know-how which is in relation to, developed by or on behalf of the other party, which information is not in the public domain, confidential or proprietary whether or not identified as such (Information). Each party agrees to keep the other party’s Information confidential and not to disclose the other party’s Information to third parties without prior written consent.

(b) The obligations of confidentiality set out in this clause do not extend to information that is in the receiving party’s possession, is public knowledge or is required by law to be disclosed. The obligations under clause 6 (a) survive termination of this agreement.

7. Expertise Provided On “As Is” Basis

(a) You acknowledge and agree that Agents are solely responsible for delivering their Expertise based on your instructions and for all work performed, specifically with respect to the results thereof and not the means and methods of performing such work. BruntWork provides no express warranty of, will have no implied warranty of, and will have no responsibility for, quality of the Expertise, although we will be happy to find a replacement Agent if required. BruntWork disclaims all express and implied warranties for the Expertise and tasks carried out, including, without limitation, warranties of non-infringement, merchantability, and fitness for a particular purpose, and as such you agree to hold BruntWork and their respective directors (Supported Parties) harmless and indemnify the Supported Parties harmless from and against all actions, claims, demands or proceedings which may be instituted against the Supported Parties. As between you and BruntWork deliverables and Expertise are provided “as is”.

(b) Paragraph (a) covers all liabilities, losses, damages, costs and expenses (including reasonable legal costs and expenses) which may be suffered or incurred by Supported Parties in connection with or arising out of this engagement. The indemnity and other rights and obligations in this clause extend to the maximum extent permitted by law and remain in full force and effect notwithstanding termination for whatever cause of this engagement.

(c) You expressly understand and agree that BruntWork and its Personnel shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability; including, but not limited to: any loss of profit (incurred directly or indirectly), any loss of goodwill or business reputation, death or personal injury and any other intangible loss.

(d) A waiver of any right, power or remedy under this agreement must be in writing signed by the party granting it. A waiver is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.

(e) The fact that a party fails to do, or delays in doing, something the party is entitled to do under this agreement does not amount to a waiver.

8. Governing Law

This engagement is governed by and constructed in accordance with the laws of New South Wales. Both parties irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in, or the courts of appeal of New South Wales.

9. Severability

(a) Any provision of this Agreement will be read down to the extent necessary to prevent that provision or this Agreement being invalid, voidable or unenforceable in the circumstances.

(b) If despite this clause, a provision of this Agreement is still invalid or voidable;

   (i) If the provision would not be invalid or voidable if a word or words were omitted, that word or those words will be deleted; and

   (ii) In any other case, the whole provision will be deleted and the remainder of this Agreement will continue to have full force and effect.

(c) Headings are for convenience only and do not affect interpretation.

10. Assignment

Either party may assign their rights under this Agreement to any bodies corporate, assigns or successors following prior written advice to the other party.

11. Relationship

The relationship between the parties is one of independent contractors. No party nor their employees or agents has the authority to bind the other party by contract or otherwise.

12. Waiver

(a) A waiver by party of a provision or of a right under this Agreement is binding upon the party granting the waiver if it is emailed by an authorised representative of either party. 

(b) A waiver is effective only in the specific instance and for the specific purpose for which it is given.

(c) Failure by a party to exercise or delay in exercising a right does not prevent its exercise or operate as a waiver.

13. Computers & Equipment

You authorise Bruntwork employees and contractors to use personal computers, personal mobile devices, and home internet services.