In agreeing to engage Sometimes Administration, the party who is contracting to receive the services shall be referred to as the “Client” and the party who will be providing the services shall be referred to as the “Service Provider”.

  1. Description of Services

From the agreed date of commencement, Service Provider will provide services (collectively, the “Services”) following discussion about the work required. A work agreement outlining the details of the Services i.e. type of work, other instructions, hours and rates will be issued. The services will commence upon the agreement being signed by both the Service Provider and the Client, and receipt of deposit (see 4. Payment for Services).

  1. Service Location

The Service to be provided under this Agreement shall be performed at the Service Provider’s place of business. (i.e. Home Office)

  1. Schedule and Days off

Service Provider is generally available during normal business hours Monday – Friday 8.30am – 5.00pm EST, excluding public holidays.

  1. Payment for Services

Client will pay compensation to Service Provider for the Services at an agreed rate. The agreed rate will be based on an estimate of the hours required to complete the services and the type of services required. The agreed rate can be subject to change in some circumstances e.g. the work being more complicated than initially described or requests by the Client for work not originally specified.

An initial deposit of 30% of the agreed rate will be required to commence the Services. The deposit is not refundable.

An invoice will be issued (via Zoho Books) upon completion of the services. For ongoing Services, an invoice will be issued at agreed intervals e.g. weekly or after negotiated and agreed hours are completed. All invoices are payable immediately upon receipt.

Reminder notices will be issued after 5 days and 10 days from the date of the invoice. If payment is not received after the second reminder is issued, a late fee of 10% will be imposed. The Service Provider reserves the right to take legal action to obtain payment of unpaid invoices.

  1. Term/Termination

Either party may terminate this agreement upon 14 days written notice to the other party. Provided, however, that each party may terminate the Agreement immediately without prior notice in the event of a breach of this Agreement by the other party. Upon Termination, Service Provider shall invoice Client for any payment due, and payment will be due immediately upon receipt.

  1. Non-disclosure and non-solicitation

Service Provider shall not directly or indirectly disclose to any person other than a representative of Client at any time either during the term of this Agreement or following the termination or expiration thereof, any confidential or proprietary information pertaining to Client, including but not limited to customer lists, contacts, financial data, sales data, supply sources, business opportunities for new or developing business, plans and models, or trade secrets. Furthermore, Service Provider agrees that during the term of this Agreement, and for 12 months following the termination of this Agreement, Service Provider shall not directly or indirectly solicit or attempt to solicit any customers or suppliers of Client other than on behalf of client himself.

  1. Relationship of Parties

It is understood by the parties that Service Provider is an independent contractor with respect to the Client and not an employee of the Client. The Client will not provide fringe benefits, including paid leave, or any other employee benefit, for the benefit of Service Provider.

  1. Work Product Ownership

Any works copyrighted, ideas, discoveries, inventions, patents, products, or other information (collectively, the “Work Product”) developed in whole or in part in Service Provider in connection with the Services shall be the exclusive property of the Client. Upon request, Service Provider shall sign all documents necessary to confirm or perfect the exclusive ownership of the Client to the Work Product.

  1. Liability

Service Provider will not be liable for loss, damage or delay of Client’s project due to circumstances beyond Service Provider’s control. Such circumstances may include (but are not limited to) acts of God, public unrest, power outages, and inability to contact Client. In the event of such loss, damage or delay, Service Provider will make every effort to notify Client immediately.

  1. Confidentiality

Service Provider will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Service Provider, or divulge, disclose or communicate in any manner any information that is proprietary to the Client. Service Provider will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement.

Upon termination of this Agreement, Service Provider will return to Client records, notes documentation and other items that were used, created, or controlled by Service Provider during the term of this Agreement with the exception of items purchased by Service Provider and not reimbursed by the Client.

Further information on this matter is outlined at Privacy & Confidentiality.

  1. Severability

If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.