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OUTSOURCEME INCORPORATED

Engagement Agreement Terms and Conditions

1. Definitions

The following terms and conditions document is a legal agreement between OutsourceMe Incorporated (“OutsourceMe”) and you, the client (“Client”), for the purposes of engaging OutsourceMe’s employee(s) for Client’s work (“Engagement”). These Terms and Conditions set forth the provisions under which the Client may use the services supplied for the Engagement.

2. About OutsourceMe’s Service

OutsourceMe is a Canadian outsourcing firm with employees in a number of international offices. We recruit qualified professional employees who are then virtually rented through OutsourceMe to its Clients. Once OutsourceMe and the Client agree on the scope of their Engagement Agreement, the Client is able to communicate directly with the OutsourceMe’s employees assigned to the Client’s engagement through OutsourceMe’s Task Manager, but the Engagement is continually supervised by OutsourceMe’s senior management, in order to provide Client support as needed and ensure Client satisfaction.

OutsourceMe’s employees are qualified to provide Client services in: (i) graphic design; (ii) web development; (iii) mobile applications; (iv) customer support; and (v) virtual assistants. We are pleased to provide Client services for short (one day / eight hours) engagements or as long as required. Other Client services are being continually developed, so please check OutsourceMe’s website or contact us directly for any specific service needs.

3. How It Works

Client may use our website to provide details of its desired Engagement. Our customer service agents are always available to speak with the Client, and assist the Client in providing OutsourceMe with the relevant details, to enable OutsourceMe to create a specific Engagement Package for the Client, and OutsourceMe quotation for cost of the Engagement Package.

Depending on the nature of the Engagement Package, the OutsourceMe quotation may be broken down into different payment installments (“Installments”), which may be weekly, bi-weekly or monthly, as agreed to between OutsourceMe and the Client. Any Installment payment must be made in advance, before OutsourceMe’s professional(s) perform the Client Engagement task.

Once the Client and OutsourceMe have agreed on the Client’s Package, details including the number of OutsourceMe workers and time allocated will be posted on the Client’s Time Manager, and required tasks will be posted on the Client’s Task Manager, through OutsourceMe’s website.

It shall be the Client’s responsibility to monitor its Time Manager and Task Manager, to ensure accuracy and detail of the Engagement.

All communications between OutsourceMe and Client shall be by email, telephone, Skype or postal mail, except where agreed at OutsourceMe’s discretion.

4. Acceptance of Engagement

Quotations for Engagement Packages given to Client by OutsourceMe are valid for 10 days from date of issue.

When the Client and OutsourceMe agree on the terms of an Engagement Package, an invoice is sent to the Client. No contract for the supply of OutsourceMe services exists between Client and OutsourceMe until OutsourceMe sends an invoice to the Client for payment. The invoice equals acceptance by OutsourceMe of Client’s offer to purchase services from OutsourceMe and this acceptance of work is a valid contract between Client and OutsourceMe.

Any other services on the order which have not been included in the invoice do not form part of the contract. The Client agrees to check the details of the invoice are correct and should print and keep a copy for their records.

OutsourceMe reserves the right to withdraw from the contract at any time.

5. Payment Terms

All prices quoted are subject to applicable HST charges.

OutsourceMe shall provide a specific quotation for the Client’s proposed Engagement, including a total amount for the whole Engagement (if applicable), broken down into Instalment payments, weekly, bi-weekly or monthly. If the Engagement is two weeks or less, payment in full shall be required in advance.

A non-refundable payment of the first Instalment is considered to be acceptance of a mutual contract, and acceptance of the Terms and Conditions as stated in this document.

The remaining amounts specified on the quotation shall become due as the Engagement time covered by a particular Instalment passes. OutsourceMe shall not to continue with the Engagement until the following Instalment is paid in full. All Instalment payments are due in advance prior to any Engagement work being performed for the time of such Instalment.

Invoices must be paid either by Paypal or Stripe, or such other alternate payment method as disclosed by OutsourceMe.

Billing inquiries and disputes should be brought to OutsourceMe’s attention within 5 days of the Instalment invoice date. Failure to do so will be deemed to be an admission that the invoice and charges are accurate.

6. Permission and Copyright / Ownership

All pages, images, text and code on OutsourceMe’s web site at[https://www.outsourceme.com/]is copyrighted material.

Copyright and ownership of the completed work created by OutsourceMe employees for the Engagement shall be with the Client upon final payment only by prior written agreement. Without agreement and full payment from Client, ownership of designs, code and other work is with OutsourceMe, and Client shall be granted a non-exclusive limited license allowing it to use the completed work for Client’s specified purpose only.

Client hereby agrees that all media, content or other material made available to OutsourceMe for use in the project are either owned by the Client or used with legal permission of the original authors or copyright owners. The Client agrees to hold harmless, protect and defend OutsourceMe from any claim or suit that may arise as a result of using Client supplied media, content or other material.

Client agrees that OutsourceMe may include development credits and links within any code OutsourceMe designs, builds or amends.

Client agrees that OutsourceMe reserves the right to include any work done for the Client in a portfolio of OutsourceMe work.

7. Warranty

Once OutsourceMe and Client have agreed on the Engagement, and Client has made any Instalment payment, Client may access its Time Manager and Task Manager through the OutsourceMe website. Client agrees to regularly monitor the Time Manager and Task Manager, and advise OutsourceMe immediately upon noticing any errors or problems.

OutsourceMe provides a five (5) day period from the completion of any task that is part of the Engagement, to ensure that the task has been properly fulfilled, and to guarantee quality and Client satisfaction. Client must notify OutsourceMe within this five (5) day period after the completion of a task, otherwise such task and the time allotted to the task shall be considered final.

OutsourceMe shall only be responsible for, and shall only refund a maximum of one Instalment payment, in the event that the Client is not satisfied with the work performed during such Instalment. Since Instalments are pre-paid in advance, once any further Instalment is paid, the previous Instalment shall be considered fully non-refundable, unless Client has given notice within the said five (5) day warranty period.

OutsourceMe reserves the right to terminate any Engagement and refund any pre-paid Instalment at any time, in which case OutsourceMe shall have no further obligation or liability to the Client.

8. Non-Solicitation of OutsourceMe Professionals

Client acknowledges and agrees that OutsourceMe’s employees / professionals, by the nature of their jobs, have access to confidential information owned by OutsourceMe and by OutsourceMe’s other clients. Client further acknowledges and agrees that OutsourceMe invests in its employees by making specialized training available to them and OutsourceMe has a legitimate interest in protecting its employee relationships and in maintaining a stable workforce.

Client agrees that during the term of the Engagement and for a period of one year following the end of the Engagement, it shall not, directly or indirectly, solicit or attempt to solicit or assist another person in the solicitation of OutsourceMe employees, either for Client's own business or for any other person or entity.

9. Liability Disclaimer

OutsourceMe provides its work and the services of its professionals on an “as is” basis and makes no warranties with regard to the site and its contents, or fitness of services offered for a particular purpose. OutsourceMe cannot guarantee the functionality or operations of its website or that it will be uninterrupted or error free, nor does it warrant that the contents are current, accurate or complete.

OutsourceMe endeavors to provide the highest quality professionals to perform the tasks required under the Engagement, to the best of its ability. However, the Client agrees that OutsourceMe is not liable for any claims, losses, costs incurred or compensation due to any failure to carry out the Engagement within a given delivery schedule.

Client agrees OutsourceMe is not liable for absence of service as a result of illness or holiday.

Client agrees OutsourceMe is not liable for any failure to carry out services for reasons beyond its control including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, government, emergency on major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.

OutsourceMe is not liable for any consequences or financial losses such as, but not limited to, loss of business, profit, revenue, contract, data or potential savings, relating to services provided.

OutsourceMe shall have no liability to the Client or any third parties for any damages, including but not limited to, claims, losses, lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate these web pages, email, or web site, even if OutsourceMe has been advised of the possibility of such damages. Client specifically agrees that OutsourceMe’s total liability of for all claims of any kind arising as a result of or related to this Agreement, or to any act or omission of OutsourceMe, whether in contract, tort or otherwise, will not exceed the amount actually paid by Client to OutsourceMe under this Agreement.

10. Indemnification

Client agrees to use all OutsourceMe services and professionals at their own risk and agrees to defend, indemnify, save and hold OutsourceMe harmless from any and all demands, liabilities, costs, losses and claims against OutsourceMe that may arise directly or indirectly from any service provided or agreed to be provided or any product or service sold by the Client or its related third parties. Client agrees this indemnification extends to all aspects of the Engagement.

Client also agrees to defend, indemnify and hold OutsourceMe harmless against any liabilities arising out of injury to person or property caused by any service provided or agreed to be provided or any product or service sold by the Client or third parties, including but not limited to, infringement of copyright, infringement of proprietary rights, misinformation, delivery of defective products or services which is harmful to any person, business, company or organization.

11. Confidential Information

OutsourceMe agrees that, except as directed by the Client or as required by law, it will not at any time during or after the term of this agreement disclose any Client confidential information. Likewise, the Client agrees that it will not disclose any confidential information from or about OutsourceMe to any other party except as directed by OutsourceMe or required by law.

12. Interpretation

OutsourceMe reserves the right to terminate an Engagement with a Client at any time without prior notification, if Client is in breach of any of these terms and conditions. OutsourceMe shall be the sole arbiter in deciding what constitutes a breach. In the case of such termination, all payments made by Client are non-refundable.

This agreement shall be governed by the laws of Ontario and of Canada applicable in Ontario for contracts made and to be entirely performed within Ontario. Any and all disputes arising under this agreement shall be resolved by binding arbitration in accordance with the provisions of the Ontario Arbitrations Act or any successor legislation, ad may be amended from time to time, by a single arbitrator chosen by the parties or appointed by an Ontario court with jurisdiction. There shall be no appeal from the award of the arbitrator.

Where one or more terms of this contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.

By accepting a quotation or making a payment of invoice to use OutsourceMe’s services, Client acknowledges that it has read, understood, and accepts the Terms and Conditions of this Agreement, and agrees to be legally bound by these Terms and Conditions.

13. Effective Date

The Effective Date of this agreement is January 3rd, 2021.

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