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Master Services Agreement

The term ‘Company’ refers to The Remote Group Limited, a Hong Kong corporation, with susbsidiary offices in The Phillipines, and the term ‘Client’ refers to the Client identified in the ATR and ATP. With this Agreement, the Client wishes to participate in the use of the Company’s Services and the Company and the Client agree as follows:

1. Interpretation

1.1. Definitions

In this Agreement, these expressions have the following meanings:

Administration Fee means a 10% service fee which is applied to cash or credit card outlays made on behalf of the Client for the purchase of goods or services to be used by the Offshore Team Member outside of the Services.

The Agreement means this agreement includes the ATRs and ATPs, as amended or supplemented.

ATP means Authority to Proceed

ATR means Authority to Recruit

Computer Equipment means the standard computer equipment to be provided by the Company as part of the Services and as set out in Item 6 of the ATP

Effectivity Date means the date of the ATR.

Management Services Fee means the monthly fees to be charged by the Company to the Client for the Services.

Night shift differential means the additional compensation for work performed from 10:00 O’clock in the evening to 6:00 O’clock in the morning (Philippine Time) which is equivalent to 10% of the Offshore Team Member’s hourly rate.

Offshore Team Member/s means the person or persons who is/are contracted to or employed by the Company and who will perform the Role.

Recruitment Fee means the fee to be charged by the Company to the Client for the recruitment services.

Role means the meaning defined in Item 3 of the ATP.

Security Deposit means the refundable amount to be paid by the Client equivalent to the sum of the monthly fees as set out in Item 4 of the ATP.

Service Location means the location where the Services will be rendered as set out in Item 6 of the ATP.

Services mean the scope of services as set out in Clause 2.

Team Member Salary & Benefits means the monthly salary and benefits of the Offshore Team Member

2. Scope of Services

2.1. Recruitment Services

(a) On receipt of the signed ATR and payment of the Recruitment Fee, the Company will commence the recruitment process.

(b) On receipt of the Client’s notification of its preferred Candidate for the Offshore Team Member position, the Company will send to the Client an ATP for acceptance and return by the Client.

(c) If the Company has identified Candidates, but the Client is not satisfied with any of them, the Company will retain the Recruitment Fee and will be credited to the Client within 12 months from the date of the ATR.

(d) The Client acknowledges that as from employment by the Company of the preferred candidate, the recruitment process is complete, and the Company will have discharged its obligations in relation to recruitment under the ATR in full.

2.2. Engagement Services

(a) The Company will employ the preferred candidate to become the Client’s Offshore Team Member and perform the Role.

(b) Should the Client decide to cancel the engagement of the Offshore Team Member after the employment contract has been signed, the Company will retain all the fees paid and Client is liable to pay all costs as per Clause 7.1(a).

2.3. Management Services

(a) The Company will provide human resources, payroll, and IT Support, including the provision of Computer Equipment to the Client.

(b) The Client may request additional equipment to be purchased for the Offshore Team Member. This equipment will be paid by the Company and billed to the Client with Administration Fee.

3. Obligations

3.1. The Client is responsible for all required staff training.

3.2. The Client warrants that its Client Representative is fully authorised to accept ATR’s and ATP’s on behalf of the Client, and to give and acknowledge any notices required under this Agreement.

3.3. The Company shall provide the Services in accordance with this Agreement;

3.4. The Company shall maintain, at its own expense, any permits, licences, accreditations, certificates, registrations or any similar authorisations the Company is required to possess by any relevant regulatory body or statute, rule or regulation in order to provide the Services;

4. Standard Working Hours and Holidays

4.1. The Client acknowledges and accepts that:

(a) The Offshore Team Member is allocated one-hour lunch breaks, and two (2) 15-minute coffee breaks for every day that the Offshore Team Member performs the Role;

(b) The Offshore Team Member is entitled to the number of days of paid annual holidays and sick leaves per calendar year;

(c) The Offshore Team Member is not required to perform the Role for the Client during any of the Public Holidays in the Service Location.

4.2 The Client agrees that:

(a) If the Offshore Team Member is required to spend more than 8 hours performing the Role in any one day, the Client must pay for the additional hours.

(b) If the Offshore Team Member is required to work on a public holiday in the Service Location, the Client must pay an additional payment equivalent to 100% of the daily rate.

(c) If the Offshore Team Member is required to perform the Role between 10:00 O’clock in the evening and 6:00 O’clock in the morning (Philippine Time), the Client must pay Night Shift Differential.

4.3 Where possible, the Company will attempt to swap public holidays in the Service Location with other days that are more convenient for the Client noting that an additional payment may be required as set out in Clause 4.2(c)

5. Term

5.1. This Agreement shall commence on the Effectivity Date and shall continue until the Company has rendered all the Services specified hereunder for the Client.

6. Fees and Payment

The Client must pay the Company for the Services as follows:

6.1. Before the Company can commence the search for potential candidates, the Client must pay the Recruitment Fee as set out in Item 4 of the ATR.
6.2. Before the Offshore Team Member can commence performing the Role for the Client, the Client must pay to the Company:

(i) Security Deposit. (Should the Client fail to perform its obligations, the Security Deposit would be subject to forfeiture); and

(ii) The fees set out in Clause 6.3

6.3. The Client must pay the following monthly fees in advance:

(a) Management Services Fee and Team Member Salary & Benefits; and

(b) such other amounts as are from time to time agreed by the parties, whether as set out in the applicable ATP or otherwise.

6.4. Payment and Invoicing:

(a) The Company will issue its invoice to the Client for each calendar month (Payment Month) as at the 1st day of the Payment Month;

(b) The Client must pay each invoice by the 5th day of the Payment Month. For example, a July Invoice will be sent to the Client on or before the 1st of July, and payment must be made by the 5th of July.

(c) Payments must be made by electronic funds transfer to the Company’s bank account designated in the ATP. The Client is responsible for all bank fees associated with transferring funds from their banking service provider.

6.5. Fee Increase

(a) If an Offshore Team Member requests a more significant or more frequent pay increase, the Company will document the request and the Client will have the final decision in relation to any such request.

(b) the Company reserves the right to increase the Recruitment Fee and the non-salary components of the Management Services Fee from time to time, subject to the following:

(i) the Company will not increase these fees more frequently than annually;

(ii) the Company will give the Client at least 30 days’ notice of the increase.

6.6. Late Payment

(a) If the Client fails to pay any monthly invoice by the due date:

(i) the Company may apply the Security Deposit for payment of the overdue sum. In that case, any payment received from the Client on account of the overdue sum will be applied to restore the amount of the Security Deposit;

(ii) the Company may suspend the provision of Services by each relevant Offshore Team Member until payment is received;

(iii) the Company will not be liable for any losses or damage of any nature consequential losses suffered by the Client as a result of that suspension.

(b) If payment is more than two months overdue, the Company may terminate the employment of the Offshore Team Member without notice of termination to the Client, in which case, the provisions of Clause 7.1(a) will apply. In the event of such a termination, the Company may (but is not obliged to) reinstate the Offshore Team Member (if available) only after the receipt of all outstanding payments due, plus a reinstatement charge equal to one month’s Management Service Fees, together with any other costs incurred by the Company in connection with the reinstatement.

7. Termination of the Offshore Team Member

7.1. If the Client decides to disengage its Offshore Team Member for whatever reason, the Client must give a 30-day prior written notice. The Client:

(a) is liable to pay all costs associated with the termination of the Offshore Team Member.

(b) If the Client wishes to replace the Offshore Team Member, the Company will, if requested by the Client, repeat the recruitment process, and will charge 50% of the Recruitment Fee.

(c) The Company shall suspend the payment of the monthly fees for 30 days from the time the first replacement candidate is presented. The Client must be able to choose a replacement within that time, otherwise, the payment of the Management Services Fee will automatically resume.

7.2. Should an Offshore Team Member resign and the Client wishes to replace the resigning Offshore Team Member:

(a) The Company will, if requested by the Client, repeat the recruitment process without the Client having to pay the Recruitment Fee anew.

(b) Clause 7.1 (c) shall also apply in case of replacement

7.3. The Client’s obligation to pay any amount under Clause 7 will survive the termination of this Agreement.

8. Termination of the Role or the Master Services Agreement

8.1. The Role or Agreement may be terminated in the following manner:

(a) at any time, by agreement between the parties; and

(b) by either party giving 30 days written notice to the other party.

8.2. The Company may terminate and/or cancel this Agreement with immediate effect upon serving a notice of termination to the Client if the Client defaults to pay at least two (2) consecutive months of the Management Services Fee and Team Member Salary & Benefits.
8.3. Should the Client terminate this Agreement or the Role, the Client shall be liable to pay all costs arising from the termination of all Offshore Team Members.

9. Hiring the Offshore Team Members Directly

9.1. The following are the conditions should the Client wish to employ or engage the Offshore Team Member itself (directly or indirectly through another service provider):

(a) The Offshore Team Member must have been engaged by the Client for at least 12 months;

(b) the Client must inform the Company that it wants to do so by providing at least 90 days’ notice;

(c) the Offshore Team Members must voluntarily tender their resignation to the Company in accordance with their employment agreement or other contracts with the Company;
(d) the Client must pay to the Company an amount equivalent to three months’ worth of the Management Services Fee applicable to that Offshore Team Member.

9.2. Once all of the required steps are taken in accordance with Clause 9.1, this Agreement will come to an end in respect of that Offshore Team Member only.

10. Dispute Resolution

10.1. All dispute, controversies, proceedings, or claims that may arise between the Parties out of or in relation to or in connection with this Agreement shall be amicably settled by the Parties.
10.2. If such dispute, controversy, proceeding or claim cannot be amicably settled within thirty (30) days from notice by one party to the other party, the matter shall be settled and governed by the Rules of Court in Hong Kong.

11. Liability and Indemnity

11.1. It is expressly understood and agreed upon that the workers/employees of the Company who are carrying out part of this Agreement shall be paid by the Company and that no such worker shall be deemed an employee or agent of the Client.
11.2. To the extent permitted by applicable law:
(a) the Company’s liability under this Agreement (including under any express or warranty) is limited, at the Company’s election, to:

(i) the resupply of the applicable Services; and/or

(ii) payment of the cost of having the applicable Services supplied again.

(b) the Company shall not be liable for any special, direct or indirect, incidental and/or consequential damages or loss including but not limited to economic loss, loss of use of products, or loss of data or information of any kind, breach of security of or theft of data, or product downtime or unavailability for any reason, arising out of the supply of the Services or the negligence of the Company, its employees or agents or however otherwise caused or the failure of the Client’s equipment to work or perform in any way or any liability to end-users, or third parties except as set out in Clause 13.3, even if the Company and its service providers have been advised of or should have known of the possibility of such loss.

(c) the aggregate liability of the Company and its service providers and its associated entities aggregate liability to the Client will not exceed the fees actually paid by the Client to the Company under this Agreement.

(d) the Company’s obligations are limited to those contained in this Clause 13 and the Company does not authorize and is not bound by any warranties or representations made by the Client to any third party.

11.3. Each Party shall, to the extent allowed by law, defend, indemnify and hold harmless the other from and against any and all claims, losses, causes of action, judgments, damages and expenses to the extent caused by the negligent actions or omissions of the indemnifying party, its employees, officers, or agents for which the indemnifying Party would be liable in law or equity.
11.4. Notwithstanding any other provision of this Agreement, the Company will not be responsible for, nor liable for the consequences of, the quality of any Offshore Team Member’s work in carrying out the Role.
11.5. This Clause 11 will survive the termination of this Agreement

12. Force Majeure

Neither party shall be liable for delay or failure to perform any obligation under this Agreement if the delay or failure is caused by any circumstances beyond the defaulting party’s reasonable control, including but not limited to Acts of God, war, civil disorder or industrial disputes, acts of restraint of any government, federal, state or municipal action or regulation, fire, flood, hurricanes, accidents, epidemic or quarantine. If such delay or failure continues for a period of at least 5 days, the party not subject to the force majeure shall be entitled to terminate this Agreement by a 30-day prior written notice to the other.

13. Miscellaneous

13.1. General

(a) A party may not transfer, assign, charge, mortgage or encumber any of its rights under this Agreement without the prior written consent of the other party.

(b) Each party will pay its own legal and other costs arising from or associated with this Agreement.

(c) This Agreement contains the entire agreement between the parties and supersedes all previous agreements, writings and arrangements regarding its subject matter.

13.2. Notices

(a) Any notice or other communication (a notice) to be given by one party to the other shall be served as follows:
(i) notice shall be given in writing and must be signed or sent by:

(1) on behalf of the Company – an authorised representative of the Company; and
(2) on behalf of the Client – the Client Representative;

(ii) notice may be delivered by hand or sent by prepaid post or by email to the address of the recipient set out in the description of the parties, or to such other addresses as the relevant party has notified the others from time to time.

13.3. Governing Law and Jurisdiction

(a) This Agreement shall be governed and construed according to the Laws of Hong Kong.

(b) In case any dispute relating to this Agreement and/or the rights of the Parties hereunder is brought before a court, the same shall be brought before the courts in Hong Kong only. By execution and delivery of this Agreement, the parties hereby irrevocably submit to such venue to the exclusion of all other venues.

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