Date, Parties and Services
The agreement commences from the date you (customer) complete the sign up process and accept the following terms and conditions.
The parties are Sales VA Pty Ltd and you the customer.
Under this agreement, Sales VA Pty Ltd will provide various services to you as selected during the sign up process.
This agreement is to provide the SalesVA customer with voice memo transcription services.
This service is provided through voice recordings recorded through the SalesVA phone app by the customer and then sent to SalesVA through the phone app.
The information within specific voice files is uploaded with your permission into your nominated client relationship management (CRM) database.
Your SalesVA virtual assistant can also provide related services such as the preparation and issuance of emails and posting diary reminders, as per the specific instructions in the voice recordings. The structured services include
- Transcription of an email to a client with stored, Google Drive, collateral attached.
- Transcription of CRM file notes.
- Assignment of follow up tasks through allocated CRM.
The advertised fee for service is for reasonable customer use of this voice transcription service. We define reasonable use to be a maximum of 5 short voice recordings per day on average. We define short as between 1-2 minutes. If you need greater use of our service, SalesVA can provide a quotation for more extensive use of SalesVA services.
This Agreement takes effect when you tick the acceptance button or check box presented with these terms or, if earlier, when you use any of the services.
You agree to:
- provide upon request user CRM licence keys, or Administrator access, as is reasonably necessary for us to carry out our services; and
- ensure that our products, services and any of your hardware or software that we have access to under this agreement are used only for lawful purposes and any hosted data does not contain any material which is illegal or which infringes any third party rights, including intellectual property rights.
Services will be carried out during service hours unless you request otherwise. The applicable service hours are generally business days, 8.30 am to 5.00 pm Monday to Friday, Australian Eastern Standard Time. We will notify of planned expansion of these operating hours when confirmed. Your files will be processed during these hours, within a maximum of 24 hours of receipt.
- You agree to pay the fees set out in the schedule, via credit card or invoice, in advance, each month during the term of this agreement. In particular, you must pay the standard monthly fee, in advance, each month.
- We will invoice you separately for work that is out of scope in accordance with our schedule of fees as notified to you.
- Credit card payments may incur an additional nominal merchant services fee.
Length of Agreement
There is no minimum Contract period.
When the Sales VA App is activated, you are free to use your SalesVA on an ongoing basis.
If you wish to cease your SalesVA service, please advise 5 working days before your next monthly fee is due.
Increase and Decrease of Users.
User numbers can be increased at anytime. All new users will need to comply with the obligations (Your Obligations, as above). All new users will be added to your subscription/invoice. A request for this can be sent through to firstname.lastname@example.org.
Monthly fees are subject to review and we will give you reasonable notice of any such changes. Provided we give you reasonable notice and evidence of increased costs, we reserve the right to increase or decrease recurring fees proportionally, due to:
- movements in the relevant exchange rate as it affects the products and services; and/or
- movements in the CPI; and/or
- movements in the price of products and services purchased or renewed during this agreement.
Default in payment
If you fail to pay any invoice in full by the due date or any payment is dishonoured or subject to chargeback, then without prejudice to our other rights or remedies:
- The parties agree to negotiate in good faith to resolve any issues, but if the negotiations fail, then until we have been paid in full for the outstanding amount (including any accrued interest), we reserve the right to suspend any or all products.
You are liable by way of liquidated damages for all amounts payable plus our costs of debt collection and enforcement, including legal fees. This clause shall survive termination of the agreement.
Suspension and Termination
On termination of this agreement for any reason, each party remains liable for obligations accrued before termination. We may suspend our services with you under this agreement at any time after we have demonstrated that reasonable attempts have been made to contact you with a minimum of 2 attempts, if:
- You do not make any payment when due for adhoc services, or any payment is dishonoured or subject to chargeback; or
- You fail to accept our reasonable recommendations in relation to your data, hardware, software, network or staff training; or
- We have reason to suspect illegal activity is taking place in your network or in any way connected with our products and services; or
- You fail to remedy a material breach of this agreement despite receiving 7 days notice of default.
Other termination for default
You may end this agreement if we fail to remedy a material breach despite receiving 7 days written notice of default. Either party may immediately end this agreement by written notice if the other party is wound up or placed under official management, or stop trading or commit an act of bankruptcy. If either party terminates the agreement due to these circumstances then the agreement automatically ends on the same date.
Termination without default
Either party may end this agreement by written notice to the other party at any time, but the effective date of such termination shall be the date on which the agreement expires (that is, next monthly invoice date), has expired without renewal or extension, or been otherwise validly terminated.
Unless we are in default, if an agreement is terminated by you for any reason, then in addition to any other rights we may have:
- we may issue an invoice for other work you have requested or genuinely required, which was not previously invoiced; and
- any right granted under the agreement to use any software or training material or user manuals belonging or licensed to us or hosted by us as part of the agreement automatically ceases; and
- you must return within 7 days all copies of any training material or user manuals we provided to you under the agreement; and
- you grant us an irrevocable right to uninstall and remove software either by remote access and, where required, reasonable access to your site to enforce such right.
Decommissioning, transition out and Return of Data
Upon termination of this agreement, we will destroy any confidential information provided to us in confidence to complete our services. We may at your cost, provide you with a copy of any hosted data in suitable format, and/or reasonable transition out services. We will negotiate fairly around your needs.
Where applicable under this agreement, you agree to enter into a licence with the relevant third party software providers to use the licensed software in conjunction with our services.
If you need to create a new CRM account or want to change to a new CRM, we can provide referral to CRM systems that may suit you based on our understanding of your needs, but we accept no liability for any decisions you make in regard to your selection.
You agree and acknowledge that:
- the licensed software is provided by the third party software provider, and you must agree to and comply with any end user licence terms applicable to the licensed software; and
- the third party licensed software is provided via our services and your access to the licensed software is subject to this agreement.
You shall indemnify and hold harmless us and our affiliates, agents, contractors, employees and officers and against and from any and all liability, loss, damage, claims, demands, costs and expenses of whatsoever nature, including court costs and attorney’s fees, arising from or growing out of any injury or death of any persons or loss of or damage to any property when such injury, death, loss or damage occurs from the negligence of you and your affiliates, agents, contractors, employees and officers and:
- is within its obligations and responsibilities under this agreement; or
- when such injury, death, loss or damage arises out of a breach of any part of the entire agreement.
Limitations and exclusions
We shall not be liable, under any circumstances, whether or not the possibility of such damages could have been reasonably foreseen, in connection with the supply of our products and services, for losses including but not limited to:
- production; or
- use; or
- business; or
- data; or
- indirect, special, economic or consequential loss including loss of revenue, profits, goodwill or opportunities you suffer in any way; or
- any special, indirect, incidental or consequential damages.
If your jurisdiction does not allow the exclusion of warranties or incidental or consequential damages, such that exclusions in this agreement do not apply to you, our liability shall be limited to the maximum compensation available under the terms of the liability insurance.
Sub-contracting and assignment
Neither party may assign any rights or obligations under this agreement without prior written approval of both parties, which approval must not be unreasonably withheld. Either party may assign their rights and obligations under agreement upon 7 days written notice. We may also at any time appoint agents, employees or third party sub-contractors to fulfil any part of this agreement without separate notice to you.
Each party acknowledges that in the course of performing its obligations it will receive confidential information which is proprietary and confidential to the other party. Each party agrees not to use or disclose confidential information of the other party except to its officers, employees or contractors, and then only to the extent necessary to carry out its obligations. Either party may use or disclose confidential information only to the extent necessary to:
- comply with any law, binding directive of a regulator or a court order; or
- comply with the listing rules of any stock exchange on which its securities are listed; or
- obtain professional advice in relation to matters arising under or in connection with this agreement where the advisors agree to be bound by the same obligation of confidentiality.
This agreement is governed by the laws of Queensland and the parties submit to the courts of that jurisdiction.
Amendment of this agreement
We may amend this agreement at any time without your consent if:
- the amendment does not have a material adverse effect upon your rights under this agreement;
- if the amendment relates to a change to a service required by us in order to comply with our obligations to suppliers or reflect changes in the terms on which a supplier supplies services to us