This Terms of Service (TOS) establishes the fundamental terms and conditions that will govern the business relationship between Worthmore Business, LLC. (hereinafter "Worthmore Business, LLC. "), and the Client, for the services provided by Worthmore Business, LLC. This TOS constitutes a binding agreement (the "Agreement") between the Client and Worthmore Business, LLC. effective as of the date of first purchase of services by the Client, and any violation of this agreement shall be considered as unlawful and a breach of contract.
By affirmatively accepting the terms and conditions at the time of enquiry and purchase, the Client is legally bound and accepts and agrees to the following:
Worthmore Business, LLC. shall perform the business support services purchased by the Client with reasonable care and skill and in the manner customarily performed by service providers in the Virtual Assistant industry. Worthmore Business, LLC. will draw up a detailed 'Work Order' including the scope of services, the delivery timelines and payment terms which will be specific to the customized requirements of the Client and will require the electronic agreement by the Client. Services will be rendered only after Client agrees to the work order and completes the payment as per the schedule given. Worthmore Business, LLC. at its sole discretion, may assign any of its employees or sub-contractors to provide services to the Client, depending on the scope of the work.
2. Client responsibilities
a. Supervision of assistant: The assigned Worthmore Business, LLC. assistant acts under Client's direction. If Client requires the assistant to make decisions on their behalf about the way in which any work/ actions/ tasks/ strategies or other business-related functions to be performed, Client do so on the basis that the Worthmore Business, LLC. assistant is acting on their behalf and under their supervision, although Worthmore Business, LLC. has its own quality and supervisory staff to monitor the assistant.
b. Credentials: Although Worthmore Business, LLC. has kept in reasonable procedures to protect Client data, it is the Client's responsibility to ensure the security of any credentials they share with their Worthmore Business, LLC. assistant to perform the services. This could include implementing controls like role-based access restriction, limiting the information visibility, access duration etc.
c. Restricted services: Client should not use the Worthmore Business, LLC. assistant to support in any illegal or immoral activity, including allowing unauthorized persons access to use Worthmore Business, LLC. assistant's services.
d. Copyright protection: If the Client recommends the Worthmore Business, LLC. assistant to use any content or images from paid/copyrights sources, they should purchase such content/images before the Worthmore Business, LLC. assistants use them to provide the required service. Client must ensure that all appropriate permissions to use such content or images have been obtained and there are no violations of copyright laws.
e. Use of Client information, documents, and materials: To provide services, Client may provide Worthmore Business, LLC. with information and access to content, images and licensed software and equipment. Worthmore Business, LLC. warrants that all Client property will be used exclusively in connection with the performance of the Services under this TOS and not for any other purpose. It is Client's responsibility to inform Worthmore Business, LLC. if any information shared during the project to be treated as confidential and how to handle such information. Worthmore Business, LLC. will take reasonable steps to ensure the Worthmore Business, LLC. assistant adheres to Client's instruction.
f. Breach of legislation/guidelines: Worthmore Business, LLC. provides services to the Client as per the instructions received and it is the responsibility of the Client to collect necessary consent from the individuals whose information is disclosed to Worthmore Business, LLC. Under no circumstances shall Worthmore Business, LLC. be liable for any breach arising due to the failure of obtaining consents from such other people, including third parties, as per the guidelines set in the applicable legislations like GDPR, CCPA or any other applicable legislations.
3. Term & termination
This TOS shall be effective from the date the Client accepts it on the website and shall be valid till the completion of the Client's engagement with Worthmore Business, LLC. or until terminated by either party as specified below:
a. Termination by Client
The Client can terminate the engagement before the end of the engagement if they are not satisfied with Worthmore Business, LLC. 's services or for any other business reason. All subscription engagements can be terminated with 30 days prior notice. Please refer to clause 5 for service warranty and clause 6 for our refund policy.
b. Termination by Worthmore Business, LLC.
Worthmore Business, LLC. reserves the right to terminate the engagement without notice, under the following 2 conditions.
In case of abusive or unprofessional behavior by a Client
In case Worthmore Business, LLC. believes the Client's project may be unethical or illegitimate or in conflict with any change in applicable laws
Client shall pay the project fees as per the schedule and payment terms agreed in the 'Work Order'. For any payment delays beyond 5 business days from the scheduled dates, Worthmore Business, LLC. retains the right to withhold any further deliverables including the release of any source codes or IP resulting from Worthmore Business, LLC. 's activities under this TOS, until the pending payment is made.
5. Service warranty
Worthmore Business, LLC. is responsible for the quality of the work it delivers and commits to making all reasonable efforts to deliver quality deliverables, on a 'best-effort' basis only, unless the inability to deliver as agreed is attributable to reasons beyond Worthmore Business, LLC. 's control. All information provided is based on freely available online information and there is no warranty on any of the information, tasks, or projects delivered to the Client.
6. Refund policy
In the event of deficiency in service, Worthmore Business, LLC. will make all reasonable efforts to rectify the deficiency including rework on the deliverables or change the assistant. If these solutions do not meet Client's expectations, Worthmore Business, LLC. will refund the unutilized hours or give the option to Client to use the unutilized hours towards any other support, under the following situations:
If Worthmore Business, LLC. has clearly not delivered as per the scope in the work order, or instructions provided in email by the Client.
If Client is not happy with the relevance of the information to their project.
If Client feels that their assistant does not have the required skills or capabilities to deliver their task, and an alternative assistant assigned is also not satisfactory.
If Worthmore Business, LLC. is unable to support the Client due to unforeseen issues while using any third-party tools involved in project delivery.
No refunds will be made in the following cases:
If the engagement is a trial or pilot
If the Client has deviated from the scope
If Client has not provided timely feedback or instructions during the project and later expresses dissatisfaction on the deliverables shared
If the dissatisfaction on the deliverables is not expressed within 5 business days post receiving the deliverables
If mutually agreed for a rework and or a replacement of the assistant
In case of subscription engagement model, if the Client does not use 100% of the purchased hours within the validity period, refund will not be made for the unused hours. However, if the subscription hours are 40 hours or more per month and the Client renews the engagement, then Worthmore Business, LLC. will roll over 15% of the monthly hours to the subsequent month.
7. Client feedback survey
Worthmore Business, LLC. will send out feedback surveys on a regular basis to track Client experience and improve the quality of our services.
8. Ownership of intellectual property
Worthmore Business, LLC. acknowledges that all work performed under this TOS shall be deemed as "works-made-for-hire" and the authorship shall belong exclusively to the Client. Except as provided otherwise in this TOS, each party retains sole and exclusive ownership of all data, results, ideas, discoveries, inventions, reports and works of authorship, whether or not patentable or subject to copyright, which may be made, written, conceived or reduced to practice by them or any third-party, and any derivative works of such intellectual property created after the effective date; provided that such derivative work (a) does not arise from the confidential information of the other party; and/or (b) is not created specifically for the other party.
However, any pre-existing confidential information belonging to Worthmore Business, LLC., included in any deliverable, shall remain the exclusive property of Worthmore Business, LLC. To the extent that Worthmore Business, LLC. incorporates any of its own information into the deliverables, Worthmore Business, LLC. hereby grants to Client, royalty-free, non-exclusive, non-transferable license to make, use, sell, copy, distribute, display, perform, transmit, such Worthmore Business, LLC. information in connection with the deliverables, unless informed otherwise.
The Client acknowledges that Worthmore Business, LLC. has made substantial investments in recruiting, training, and matching skilled Worthmore Business, LLC. employee with Clients, and that Worthmore Business, LLC. has a legitimate interest in earning a reasonable return on those investments.
The Client also acknowledges that Worthmore Business, LLC. has agreements with its employees to protect this interest by requiring that Worthmore Business, LLC. employees obtain Worthmore Business, LLC. 's prior written consent before accepting any direct or indirect engagement (whether as an employee, consultant, contractor or otherwise) with any of the Worthmore Business, LLC. Clients or their affiliates and subsidiaries.
Accordingly, to the fullest extent permitted under applicable law, the Client agrees that during the term of their project with Worthmore Business, LLC., and for a two year's period from the date of completion of their last project with Worthmore Business, LLC., the Client shall not directly or indirectly (I) solicit, recruit, induce, attempt to recruit, or induce, or encourage any of the Worthmore Business, LLC. employees or any of the sub-contractors with whom the Client had contact during the term of this Agreement to terminate or reduce their employment or contractor relationship with Worthmore Business, LLC. in order to provide services directly to the Client or their affiliates. Client shall communicate with Worthmore Business, LLC. 's employees only using their Worthmore Business, LLC. email id and shall not provide personal references or testimonials to Worthmore Business, LLC. employees through their personal mail, or on social media or any public platform work.
Should any solicitation by the Client become a substantial factor resulting in a Worthmore Business, LLC. employee leaving Worthmore Business, LLC. and accepting an engagement with the Client directly or indirectly during the term of the Client engagement or within 2 years after end of engagement, the Client is liable for and agrees to compensate Worthmore Business, LLC. for its lost investments, a one-time fee equivalent of one year's worth of full-time billing ranging from a minimum of USD 30,000 to USD 100,000 to be paid within 10 days of the notice sent by Worthmore Business, LLC.
Any agreement or attempted agreement between Client and assistant, in connection with a service contract, requiring that payment be made outside of Worthmore Business, LLC. shall constitute a material breach of this agreement and be subject to cancellation without refund and cause for legal action.
This section 9 will survive the termination of the Term of this Agreement.
10. Confidentiality & non-disclosure
a. Definition of confidential information
"Confidential Information" means any non-public information that relates to the actual or anticipated business (including third party information) and or products, service, research and development , personal information which (I) is subject to privacy rules and regulations and/or derives economic value, actual or potential, from not being generally known to or readily ascertainable by other persons who can obtain economic value from the disclosure or use of the information, (ii) is the subject of efforts that are reasonable under the circumstances to maintain the secrecy of the information, and (iii) is identified by the Client as "confidential" and/or "proprietary", or which, under all of the circumstances, ought reasonably to be treated as confidential and/or proprietary under this TOS disclosed by both parties either directly or indirectly, in writing, orally or by drawings or inspection of premises, parts, equipment, or other property of parties, its affiliates or subsidiaries.
b. Exception to confidential information
Notwithstanding the foregoing, confidential information shall not include any information which, (I) was known or subsequently becomes generally known or available by publication, commercial use or otherwise, after disclosure to Worthmore Business, LLC. through no wrongful action of Worthmore Business, LLC., (ii) was known by Worthmore Business, LLC. as a non-confidential information prior or at the time of disclosure, or (iii) is lawfully obtained by Worthmore Business, LLC. without violation of a confidentiality obligation of this TOS (iv) is independently developed by Worthmore Business, LLC. without any use of and/or access to the Client's information or (v) was in the rightful possession of Worthmore Business, LLC., without confidentiality obligations, at the time of disclosure as shown by Worthmore Business, LLC. 's then-contemporaneous written records (vi) information not marked as confidential by the Client (vii) information Worthmore Business, LLC. required to disclose by a warrant, subpoena or other request in an investigation or legal proceeding or where disclosure is necessary to protect Worthmore Business, LLC. 's rights or property, or the rights or property of its employees or our other Clients.
c. Non-use and non-disclosure
During the TOS and for a period of 5 years after the expiration of TOS, both the parties, Worthmore Business, LLC., and the Client, will hold in strict confidence, and shall use the same degree of care and reasonable precautions to protect the confidentiality and to prevent any unauthorized use or disclosure of confidential information, as they would for their own confidential information.
Worthmore Business, LLC. will not use the confidential information for any purpose whatsoever other than as necessary for the performance of the Services. Worthmore Business, LLC. may disclose the confidential information to a third party with prior written consent of the Client, on a need-to-know basis for the purposes of performing the services.
11. Personal data privacy and security
12. Sensitive data retention:
Worthmore Business, LLC. shall take all reasonable steps to ensure the security and protection of all materials belonging to Client that is in Worthmore Business, LLC. 's possession or control, including all deliverables, Client confidential information and Client's property. It is the Client's responsibility to inform Worthmore Business, LLC. if any information shared during the project, is sensitive or confidential or has any Intellectual Property. Worthmore Business, LLC. will adhere to Client's special instructions if any, on handling such information. All IP related and sensitive information shared by the Client (login credentials, source code) will be deleted within 10 days after the project closure as per Worthmore Business, LLC. 's internal data retention policies unless the Client instructs otherwise. Worthmore Business, LLC. strongly recommends changing all credentials that has been provided to Worthmore Business, LLC. assistants as soon as it is no longer required for providing services to the Client.
Client shall indemnify and hold Worthmore Business, LLC. and its affiliates and subsidiaries and their respective directors, officers, employees, and representatives, harmless from and against any third-party claims, damages, losses, liabilities, causes of action or injuries, together with all costs and expenses, including penalties, interest levied, reasonable attorney's fees and court costs, arising out of or resulting from:
a. Any negligence or willful misconduct or any breach of this TOS by Client, its employees, or representatives.
c. The infringement of a third-party copyright, trade secret, trademark, moral right, or other proprietary right caused by the unauthorized use of any licensed product or hardware by Client.
d. The gross negligence or intentional misconduct of Client, Client Affiliate, or Client employee, contractor, or other personnel.
14. Limitation of liability
In no event shall Worthmore Business, LLC. be liable for any indirect, incidental, special, or consequential losses and damages, or any punitive or exemplary damages arising out of or in any way connected with the services provided by Worthmore Business, LLC. or arising from this TOS. Neither shall Worthmore Business, LLC. be liable for any action taken or omitted by its employees/Worthmore Business, LLC. assistant in pursuance of this Agreement in good faith, except for gross negligence, bad faith or willful misconduct adjudicated by a court of competent jurisdiction. Worthmore Business, LLC. 's obligation shall be restricted only to actual and direct losses and not to any indirect, special, or consequential losses.
In the event of a breach of this Agreement by Worthmore Business, LLC., Worthmore Business, LLC. 's aggregate, and cumulative liability for damages on all accounts resulting from this TOS hereunder shall in no event exceed the amount of fees received from the Client for the service in the applicable "Work Order" during the three (3) month period immediately prior to the date in which those actual damages were incurred.
Neither party will use the other party's name or marks, refer to or identify the other party for any other reason, except as established in this section, without such other party's written approval. Any approval required under this section shall not be unreasonably withheld or delayed by either party.
16. General provisions
a. Independent contractor
Worthmore Business, LLC. is and will remain as an independent contractor in its relationship with the Client. Nothing in this TOS shall be deemed to have created a partnership, or joint venture or a contract of employment between Worthmore Business, LLC. and Client.
b. Further documentation
If any other TOS or 'Work Order'(s) are necessary to enforce the intent of this document, both parties agree to execute such provisions as and when the need arises.
c. Force merger
Worthmore Business, LLC. will incur no liability to the Client if its performance of any obligation under this TOS is prevented or delayed by causes beyond its control and without the fault or negligence of Worthmore Business, LLC. Causes beyond a Worthmore Business, LLC. 's control may include, but are not limited to, acts of God, war, acts of terrorism, explosions, acts of governmental authorities such as changes in controlling law, regulations, orders or the requirements of any governmental entity, severe weather conditions, civil disorders, natural disasters, fire, pandemic and quarantines and general strikes in the United States.
If any of these terms and conditions are held to be unenforceable or against public policy, by any competent court or authority, then except for the specific term/s the remainder of this TOS shall remain in full force and effect.
e. Governing laws and jurisdiction
This TOS shall be governed by and construed and enforced in accordance with the laws of the United States, excluding that body of law pertaining to conflict of law, and the parties hereto agree to submit to the exclusive jurisdiction of the courts of Bangalore for any disputes arising out of the subject matter.
f. Dispute resolution
Any disputes arising out of or in connection with the TOS shall be first attempted to be settled through discussion and negotiation between the heads of the respective organizations. If a settlement is not arrived at within thirty (30) days, the dispute shall be referred for Mediation, with both parties selecting a mutually acceptable mediating authority. Each party will bear their own cost of the mediation. The number of arbitrators shall be one. The place of arbitration shall be, in the United States. The language used in the proceedings shall be English. The arbitration award shall be binding on both parties.
This TOS constitutes the entire understanding and agreement between Client and Worthmore Business, LLC., and supersedes and cancels all prior agreements, understandings, and representations in their entirety and are of no further force and effect.
The failure of a party to insist upon strict adherence to any term of this TOS on any occasion shall not be considered a waiver nor shall it deprive such party of the right thereafter to insist upon strict adherence to that term or any term of this TOS. Any waiver must be in writing signed by the waiving party.
The terms and conditions in this TOS may be amended or modified as required without prior written notice.
Any notice or other communication required or permitted by this TOS to be given to a party shall be in writing and shall be deemed given (I) by courier service, or (ii) by email (for Worthmore Business, LLC. JerryH@worthmorebusiness.com (iii) when sent by confirmed facsimile, or (iii) if mailed by registered or certified mail (return receipt requested), to the party at the party's address previously specified by like notice or through email. If by mail, delivery shall be deemed effective 5 business days after mailing in accordance with this section.
This document is an electronic record in terms of Information Technology Act, 2000 and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000 and does not require any physical or digital signatures.
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