I acknowledge that this contract is a minimum term as per the term selected during the purchasing process and that the appropriate notice period for cancellation will be provided as per the terms below.

This staff leasing agreement is a stand-alone agreement. The status and performance of any other cloud staffing agreements with My Cloud Crew, Inc have no bearing on this agreement.

THE COMPANY “THE COMPANY” is an American registered company (EIN: 32-0629736) which provides staffing services in the Philippines, Australia & the United States and the buyer is “THE CUSTOMER”. This entire agreement is subject to the Laws of Delaware, USA and all parties agree to the jurisdiction of the courts of Delaware. All Amounts are instated in the appropriate currency.

Remote staff are staff contracted by THE COMPANY that have been selected by THE CUSTOMER to work directly with THE CUSTOMER on a daily basis from the Contractor’s personal residence or home office.

Service fees billed by THE COMPANY are for payment of government mandatory wages and benefits of THE COMPANY’S contractors and employees, software, computers, internet connectivity, and THE COMPANY’s management fee. As such, THE CUSTOMER recognizes the importance of such payments and ensures that adequate funds shall be made available to meet all contractual obligations as and when they fall due. THE COMPANY reserves the right to increase service fees annually by 3% or by CPI, whichever is the higher of the two (2).

Services rendered by My Cloud Crew as laid out on our website navigation, such as Social Media Managed, for example

Team staffing plans in which THE CUSTOMER gains access to a team of outsourced staff members for one set weekly or weekly fee rather than just one (1) outsourced staff member

1. For Team Staffing Contracts, clauses 4 and 5 do not apply.
2. For Managed services agreements, clauses 4, 5 and 7 do not apply.

Generally you control the amount and type of information you provide to us when using our website. If you register as a member to use our website, you must provide PII in order for us to provide you with various features and/or functionality of our website. As a member we collect your PII in the following ways:

1.1-Unless otherwise stated in the Product/Service Description, the standard minimum term is twelve (12) months

1.2-The contract terms are set out in “the agreement”. This agreement will automatically roll over into a new agreement of the same length of notice to terminate or cancel if not provided within thirty (30) days of the expiry of the initial contract term.

1.3- Yearly inflation Adjustment: When the contract is renewed, it will increase price by 5% of current price to adjust for inflation.

1.4-The start date The start date refers to the actual date THE CUSTOMER and THE COMPANY staff commences training on THE CUSTOMER’S account and is stated in “the agreement.”

These contractual payments are payment of wages:

Our staff receive their salary after your wage payments take place. Should your payments be late, and this results in a decrease in your staffs’ members performance, this will be your responsibility. Should your chosen staff member leave My Cloud Crew as a result of any late wage/invoice payments, the remainder of the agreement will become payable immediately. Should the agreement have already reached its minimum term, a payment equivalent to 3 months service fee will become payable immediately.

Ongoing payments:

All monthly (or weekly) service fees are payable via auto-debit from the card provided when you execute this agreement and will take place on the 1st of every month. Given that these payments are for the wages of your virtual employee, it is critical that the card provided has adequate funds on the 1st of every month

2.1 – Amount & Frequency – Payment amounts and frequency are set out “the agreement” OR
are chosen by THE CUSTOMER during the purchasing process.

2.2 – Invoice –

2.2.1 – THE CUSTOMER typically should expect to receive an invoice around 25th of each month.

2.2.2 –MCC may send a separate invoice along with a due date for overtime and other charges.

2.3 – Payment Method – THE CUSTOMER will be able to set payment methods, while signing a contract.

2.3.1 – Payments will be auto-debited from your nominated credit/debit card or bank account as per the method during sign-up. Completing this agreement authorises THE COMPANY to debit THE CUSTOMER’S chosen card/account for the life of this agreement and at any stage after the conclusion of this agreement in order to recover any outstanding monies owing by THE CUSTOMER after either THE CUSTOMER or THE COMPANY has canceled the agreement. THE CUSTOMER also authorises THE COMPANY to charge your nominated backup card should initial payment fail.

2.3.2 – Back-up credit/debit card: In the event, a nominated back-up card is not provided, THE CUSTOMER authorises THE COMPANY to charge the initial payment card a security deposit equal to the amount of two weeks service.

2.4- Failed (“skipped”) or Late Payments

2.4.1 –THE CUSTOMER will be responsible for ensuring payments are made on a timely basis. Failed, skipped or late payments may incur:

If after 5th of Month, then 5% of invoice amount or $50 whichever is higher

If after the 10th of Month, then a 10% of invoice amount or $100, whichever is higher.

2.4.2 – Service Disruption or Pause: Given that this service is a labour hire service, access to your virtual employee may be restricted if your regular auto-debit is not successful. We reserve the right to pause access to staff until payment is received. My Cloud crew commits to honouring the minimum number of contractual hours for the month, assuming that payment is eventually received with reasonable time to do so

a.. If payment is not received on the 3rd of the month and no formal communication on when payment will be made

b. After the 5th of month, all bets are off regarding clause 9 below, as your crew will in theory be working for free until you have paid. We will pause service immediately.

2.4.3- THE COMPANY reserves the right to temporarily reallocate THE CUSTOMER’S outsourced staff to other clients and its hours to other clients of THE COMPANY. Should this eventuate, the hours reallocated to other clients will be made available to THE CUSTOMER in the form of overtime hours to be utilised at any stage within twelve (12) months of the hours being allocated.

2.5- Exchange rate fluctuations – The pricing in these terms and conditions is based upon the exchange rate between the Peso and the USD being at least equal to 55:1, Benchmark rate. Should the exchange rate change such that the Peso falls below the Benchmark Rate THE COMPANY reserves the right to amend auto payments and/or invoices to reflect the new market exchange rate. THE COMPANY uses the exchange rates specified on http://www.xe.com/currencyconverter/ in making such calculations.

2.6-American Express – All payment methods using American Express cards will be assessed a 4% surcharge

2.7- Security Deposit – A security deposit equivalent to 1 month service fee is payable upon signing for all contracts exceeding the equivalent of 2 full-time staff (360 hours per month).

2.8 – THE CUSTOMERS payment include but are not limited to:

– Outsourced staff members wages
– Private health insurance (applicable for in-office staff after 6 months of service, and select remote staff)
– International transfer fees
– Applications such as enterprise Zoho, TeamWork, HubStaff, Slack, etc.
– Account management time and resources
– Customer Success Manager working along side

The payment does not include:

– Additional software required by THE CUSTOMER for the outsourced staff member
– Account management and troubleshooting time beyond 1 hour per month. Should THE CUSTOMER require more than 1 hour per month of troubleshooting and general assistance resulting from circumstances not caused by THE COMPANY, these hours will be billed at $25 per hour for offshore account management time and $150 per hour for onshore account management time

2.9. Payment upon termination:

For the list of fees, see 6.3.c

2.10. Debt collection expenses. Should overdue amounts be accrued by THE CUSTOMER, THE COMPANY reserves the right to send the overdue funds to a 3rd party debt collection agency. All collection fees will be the responsibility of THE CUSTOMER. If payment in full of all outstanding invoices has not been received after 3 months from the first due date The Company may record the outstanding debt against your personal credit rating which will affect your ability to obtain credit and loans in future.

Should THE CUSTOMER attempt to solicit or solicit the services of THE COMPANY contractor, employee or previous employee, or any employee or contractor engaged in work for THE CUSTOMER, THE CUSTOMER authorises THE COMPANY to charge a fee equivalent to 12 months of service. This authorises THE COMPANY to bill this to THE CUSTOMER’S nominated credit card or bank account. Should this payment not be forthcoming within 7 days of notification of the breach, THE CUSTOMER agrees to pay interest at 10% per month, calculated monthly plus any collection or legal fees

4.1 Leave – Your Outsourced Staff are entitled to minimum of 10 paid days per annum combined sick and holiday leave. This leave accrues monthly from the agreement start date and will be rejected in the online timesheets as paid leave. The Customer shall continue to pay for services during annual leave and sick leave at the usual contract rate as if the employee was working and as such, there is no refund for contractually entitled annual leave and sick leave.

Reasonable absence of your outsourced staff member (with consideration also given to their physical location) is not grounds for termination of this agreement

4.2 – Public Holidays – In line with the American public holiday system, Outsourced Staff is not required to work THE CUSTOMERS’ national public holidays.

4.3 – Overtime –Overtime will be automatically billed to The Customer’s account on the 1st of the month for the preceding month’s overtime. THE CUSTOMER pre-authorises this amount to be debited from their nominated debit/credit card or bank account and commits to regularly checking online timesheets.

4.4 – Growth of THE CUSTOMERS’ TEAM – THE CUSTOMER agrees that remotely managing multiple staff can be challenging. As such, THE COMPANY urges THE CUSTOMER to appoint a full-time employee within either THE CUSTOMER’S organisation or THE COMPANY’s organisation, to manage the staff hired as a result of THIS AGREEMENT. THE CUSTOMER understands and acknowledges that should THE CUSTOMER fail to do so, THE CUSTOMER will not hold THE COMPANY responsible for the quality of the execution of THIS AGREEMENT.

4.5 Undertime: All retainer staffing agreements are “up to” X hours per month. Should your staff perform less than the allocated hours, yet do so while completing all work assigned to them, this is considered part of a normal part of business and the monthly retainer amount remains in place, the same way that directly employed in-house staff would be paid in full irrespective of workload.

THE CUSTOMER acknowledges that due to the desire to reduce costs, the CUSTOMER has chosen to hire staff from the Philippines and that the Philippines is a different culture that will require a fundamentally different management style and approach.

5.1 Training

Irrespective of the education and skill-set of your chosen virtual employee, THE CUSTOMER will need to thoroughly train your virtual employee in:

– all aspects of the role
– the roles in relation to other onshore and offshore roles within your organisation
– the specific tasks
– Key performance indicators (KPIs)

Training materials

THE COMPANY requires THE CUSTOMER to create training videos, flowcharts, and comprehensive operating procedures for the Outsourced staff member provided by THE COMPANY. THE CUSTOMER is also required to use the Staff management platform provided (Hubstaff), a critical part of providing THE COMPANY visibility around the performance of the Outsourced staff member. Failure to do either of the above may result in poor performance of the outsourced staff member and THE COMPANY will not provide an early release from this agreement if the above requirements are not met.

5.2 Ongoing Management of the Outsourced Staff Member

5.2.1 Assumption of knowledge and experience of THE CUSTOMER

THE CUSTOMER acknowledges that THE COMPANY provides only support remote staff roles. It is therefore assumed that THE CUSTOMER has the required knowledge in the specific area in which the outsourced staff member has been hired. For example, should THE CUSTOMER hire marketing staff, it is assumed that THE CUSTOMER possesses knowledge in the field of marketing and the outsourced staff are merely providing support to execute tasks formulated by THE CUSTOMER.

5.2.2 Time commitment required of THE CUSTOMER

THE CUSTOMER acknowledges that outsourced staff have been hired in and accordingly a time commitment will be required by THE CUSTOMER in order to effectively manage the performance and output of the outsourced staff member. THE COMPANY recommends, and in some circumstances may formally require. THE CUSTOMER to commit up to 6 hours per week per outsourced staff member in either training, meetings, quality checking work, email correspondence etc. The above number is based on best practice research.

Management staff can be hired by THE CUSTOMER from THE COMPANY in order for this function to be carried out.

5.3 Fulfillment of contractual hours

It is THE CUSTOMER responsibility to provide adequate work and tasks to the outsourced staff member. Should the outsourced staff member complete all work provided by THE CUSTOMER in a timely manner, yet the total time taken to complete the tasks, be under the contractual hours paid by the client, a refund will not be provided.

5.4 Usage of THE COMPANYS task management platform

THE CUSTOMER will be provided free access to a cloud-based task management platform in order to create milestones, task lists, tasks and recurring tasks. This is the foundation of successful deployment of the outsourced staff members role within THE CUSTOMERS organisation. Failure to utilise the task management platform will waive all rights to early termination of this agreement.

The customer acknowledges that this may a co-terminus staffing agreement and that termination of this agreement may likely result in the termination of the outsourced staff members employment with My Cloud Crew.

6.1 This is a minimum term agreement that is cancellable inside the minimum agreement term as a result of poor performance or by way of paying a cancellation fee equivalent to one (1) month’s full service.

6.2 Discount clawback – Any discounts provided will be voided and payable upon early termination of this agreement.

6.3 – Method of termination -Termination will only be accepted by way of sending an email to [email protected], THE CUSTOMER agrees to pay all remaining balances, included remaining of initial On boarding fee and also agrees to forfeit any discounts based on contract length, the difference to be paid by THE CUSTOMER by automatic payment from THE CUSTOMER’S nominated account.

i. You agree to hire staff after personally interviewing them. You also agree to part ways (ring, retrenchment, end of contract after minimum term) in the same way, via video-conference. Your account manager may be there if you wish.

ii. To terminate your crew member prior to the end of the minimum term, 3 Performance warnings must be completed at least 7 days apart.. Performance metrics must be documented within Hubstaff (or the relevant task management platform being used by My Cloud Crew) and evidence of these metrics not being met must be provided

a. You agree that you will apply the same standard to evaluating the performance of your My Cloud Crew employees that you would apply to any in-house staff reporting to you in your office.

b. All changes can be made by emailing [email protected] and signing an addendum.

c. All unpaid leave, wages, unused annual leave, any consumed discounts, early exit fees, become payable upon termination and will be deducted from any prepaid security deposit

6.4 – Cancellation notice period required

Cancellations finalised prior to the 15th of any month will result in the agreement ending on the final day of that same month.

Cancellations taking place after the 15th day of the month will result in the final day of service taking place on the final day of the following month.

From time to time, staff in the Philippines may resign from their position with no notice. There are various reasons for this. The primary reason is a desire to avoid conflict and ongoing stress. THE CUSTOMER understands that they are working with a culture that requires a far less direct, far more passive management style. THE CUSTOMER also understands that the cost of recruiting and training My Cloud Crew personnel is considerable, and therefore agrees that should the outsourced staff member working for THE CUSTOMER resign with no notice as a result of the conduct of THE CUSTOMER, a fee of ZERO DOLLARS will be payable and any upfront monies paid will not be refunded and will be credited towards the ongoing agreement that will continue with the replacement of the resigned employee.

THE COMPANY will be given 5 to 10 working days to give a replacement before any credits are provided. If THE COMPANY cannot present a replacement within 10 working days, any additional days will be refunded to THE CUSTOMER. A resignation without notice is not grounds for termination of this contract.

In addition to reviewing this Agreement, it is recommended that THE CUSTOMER reads the Privacy Policy in order to appreciate and better understand THE COMPANY’s commitment to maintaining THE CUSTOMER’s privacy as well as THE COMPANY’s use and disclosure of Confidential Information.

THE COMPANY recognises its obligations under American Privacy Law and the Privacy Act of 1974 and associated federal and state legislation to THE CUSTOMER and assures its adherence to such legislation during performance of the Services. By agreeing to the terms of this Agreement, THE CUSTOMER is also agreeing to the terms of THE COMPANY’s Privacy Policy, the terms of which are incorporated herein, and agree that the terms of such policy are reasonable.

9.1 Both THE COMPANY and THE CUSTOMER agree to keep the Confidential Information confidential and not disclose it to any person except with the consent of the disclosing party, or if required to do so by law. This obligation extends for the period of this agreement and does not merge upon termination. Both THE CUSTOMER and THE COMPANY mutually agree that they will not do or permit any act or thing which might in any way impair the goodwill or rights that the other party has in relation to its trademarks and/or intellectual property, or which might otherwise prejudice or damage the reputation of either party, its trademarks or its intellectual property.

THE COMPANY recognises that all intellectual property including the trademarks or other trademarks, registered designs, patents and copyright belonging to THE CUSTOMER remain the property of THE CUSTOMER and, if required, THE COMPANY is granted a limited license in such intellectual property to allow it to carry out its obligations under this agreement. For the avoidance of doubt, THE COMPANY shall have the right to reference its relationship THE CUSTOMER, including all authorised testimonials, in its public outreach efforts. THE COMPANY shall have no ownership rights to THE CUSTOMER’s intellectual property or any improvements to the intellectual property including but not limited to any modifications, enhancements, or derivatives of the intellectual property developed and/or arising after the date hereof beyond the rights provided to THE COMPANY under this clause.

9.2 You are not allowed to directly or indirectly hire the remote staff from My Cloud Crew, Inc. for the next 24 months, from any other external entities or directly contracting. If we find out after the fact, you agreed to pay a penalty of 12-month worth of salary for each incident or $50,000 USD, whichever is higher.

THE CUSTOMER agrees to release, indemnify, defend and hold harmless THE COMPANY and their related bodies corporate against all losses, damages, expenses, liabilities and costs of whatever nature (including legal costs on a Solicitor and own client basis) which it or they incur or suffer as a result, whether directly or indirectly, of any breach of this agreement by THE CUSTOMER.

A party may not assign the rights of a party pursuant to this Agreement nor may the obligations of a party be subcontracted.

12.1 – Effect of Termination

Upon termination of this Agreement and these Terms and Conditions, all rights granted to THE CUSTOMER will terminate and revert to THE COMPANY as applicable. Upon expiration or termination of this Agreement, all monies due to THE COMPANY under this Agreement shall become payable immediately to THE COMPANY.

12.2 – Rights to Survive Termination

Termination of this Agreement shall not release either party from any liability or right of action which at the time of expiry or termination has already accrued to either party or which may thereafter accrue in respect of any act or omission prior to such expiry or termination. Such rights shall include but not be limited to the recovery of any monies due under this Agreement.

Any waiver or forbearance by THE COMPANY in regard to the performance of the Terms and Conditions by THE CUSTOMER shall not affect the existence and continued applicability of the provisions of these Terms and Conditions.

These terms and conditions shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions. No changes to may be applied to this agreement in any way between the periods of December 1 to January 10 in any given calendar year will be accepted.

This Agreement: Is the entire Agreement and understanding between the parties on everything connected with the subject matter of this Agreement; and supersedes any prior Agreement or understanding on anything connected with that subject matter; and supersedes any agreement that may be entered into by THE CUSTOMER and a staff member of THE COMPANY.