Master Subscription Agreement

1.1 Definitions

● Ad Hoc Services mean the provision of additional services that are not

specified as Services.

● Agent means a resident of India or the Philippines (or other jurisdictions

as relevant) that is hired by Secure IQ Services pursuant to the executed

Order Form as an independent contractor, unless explicitly stated

otherwise in the signed Order Form.

● Staff Absenteeism or Agent Unavailability means when agents do not

make themselves available for work.

● Agreement means the Order Form and the Master Subscription

Agreement including any annexure.

● Expertise means the unique skills, talents and knowledge of the Agent

specifically selected to perform the tasks required.

● Fees means the fees specified in any signed Order Form governed by this

Master Subscription Agreement plus approved disbursements.

● Preferred Schedule means the hours specified in the Order Form that the

client prefers for the Agent to work, unless otherwise agreed in advance at

a later date.

● Valid Termination means 30 days written notice via email to your Secure

IQ Services Client Success Manager.

1.2. Interpretation

In this Agreement:

(a) References to a person include an individual, form or a body, whether incorporated

or unincorporated;

(b) Clause headings are for references only and shall not form part of this Agreement

nor used in the interpretation of this Agreement;

Business Day, then the time of doing that act or thing shall be deemed to be the next

Business Day;

(d) Words in the singular include the plural and vice versa in accordance with the context

of which that word is used;

(e) Words importing a gender include other genders;

(f) A reference to a clause is a reference to a clause in this Agreement;

(g) A reference to any of the words ‘include’, ‘includes’ and ‘including’ is to be read as if

followed by the words “without limitation”;

(h) A reference to a statute, ordinance, code or law includes regulations and other

instruments under it and any consolidations, amendments, re-enactments or

replacements of any of them;

(i) A reference to any party include that party’s executors, administrators, substitutes,

successors and permitted assigns; and

(j) Each party has participated in the negotiating and drafting of this document and in the

event of ambiguity or a question of interpretation arising, this Agreement is to be

construed as if the Agreement was drafted jointly.

2. Expertise

The Agent is contracted by Secure IQ Services on your behalf for their Expertise, and

work pursuant to such Expertise shall be performed exclusively on an independent

contractor basis, subject to the other terms and limitations in this Agreement, including

but not limited to the. provisions of Section 11 of this Agreement, and you agree to pay

us the Fees as consideration.

3. Fees and Security Deposit

(a) We will charge you the Fees after the end of each calendar month on the terms

specified in each signed Order Form.

(b) Your rights under this Agreement including the provision of Expertise will only be

provided as long as all invoices are fully paid by their due date, including any Security

Deposits or approved third party expenses and disbursements incurred by Secure IQ

Services to carry out its obligations under this Agreement.

subscriptions, to carry out Secure IQ Services’s obligations under this Agreement,

directly with the relevant third party, and if you request (and we agree) to hire local

agents in Australia you will indemnify us from any costs arising from such arrangement

to the fullest extent permitted by law.

(d) Security Deposits required for each role must be paid to Secure IQ Services

immediately on signing the Agreement and prior to the agent commencing work.

(e) Security Deposits paid will be refunded once outstanding invoices are paid and

required notice periods adhered to. Any termination of this Agreement based on grounds

other than a valid termination under clause 5 shall result in the forfeiture of the Security

Deposit in favor of Secure IQ Services. Refunds are processed by Secure IQ Services’s

finance team on a once per month basis and according to internal processing timelines.

(f) Security Deposits can be set off against Fees owed to Secure IQ Services from

termination, including for amounts required by minimum notice periods outlined for

agreement termination outlined under clause 5, if such Fees remain unpaid by you.

(g) If we partly deliver our obligations under this Agreement we will credit to you the

difference between the parts completed and pending on a pro rata basis.

4. Obligations

You agree to:

(a) Promptly respond to all reasonable requests from Secure IQ Services to enable us to

deliver our obligations under the Agreement;

(b) Confirm all communications in writing;

(d) Ensure that any and all work done by our Agent is legal in any jurisdiction in which

you operate; and

(e) Pay our Fees on time and in full.

5. Term and Termination

You can terminate this Agreement:

(a) If you do not intend to employ Agents, directly or indirectly through another service

provider or other entity or mechanism, at any time by giving Secure IQ Services 30 days

written notice and you acknowledge that a failure to provide such notice will result in

Secure IQ Services applying the Security Deposit in lieu of such notice;

(b) If you intend to employ our Agents directly or indirectly through another service

provider or another entity or mechanism, after termination, by

(i) making a one-off payment of 50% of the annualised contract value of the Agent’s rate

if they are offboarded from Secure IQ Services within 6 months of their first working day.

(ii) making a one-off payment of 35% of the annualised contract value of the Agent’s rate

if they are offboarded from Secure IQ Services within 6-12 months of their first working

day.

(iii) making a one-off payment of 18% of the annualised contract value of the Agent’s

rate if they are offboarded from Secure IQ Services after 12 months of their first working

day.

Agreement is terminated by Secure IQ Services pursuant to the termination provisions

set out in this Agreement, You agree:

(i) that Secure IQ Services may continue to employ the Agent; and

(ii) that You will not in any way solicit our Agents for the purposes of direct employment

with You or employment through another service provider or other entity or mechanism

for a period of 12 months from the termination date.

(d) You acknowledge your Security Deposit may be used to offset amounts owed to us

according to clause 5 (a), including in circumstances where You do not provide the

required notice for termination.

(e) Your termination is a Valid Termination defined above.

(f) Notwithstanding clause 5 (a) – (e), you may change your agent at any time within the

first 90 days or with 14 days notice if 90 days have passed since the Agent onboarded.

While sourcing and recruiting a new agent, we will retain the existing security deposit

paid held against the terminated agent so that it is transferred to the new agent hired.

Upon termination of this Agreement, clauses 7 and 8 survive termination of this

Agreement. The expiry or termination of this Agreement will not affect the accrued rights

of the parties including any amounts owed by you to us.

(g) Advance payment /upfront payments for digital services are not refundable once the

Order Form agreement is signed and payment made, unless Secure IQ Services is

unable to deliver the scope of the service.

6. Confidential Information & Intellectual Property

(a) The parties and their staff and contractors may have access to financial or marketing

information, trade secrets and know-how which is in relation to, developed by or on

behalf of the other party, which information is not in the public domain, confidential or

proprietary whether or not identified as such (Information). Each party agrees to keep

the other party’s Information confidential and not to disclose the other party’s Information

to third parties without prior written consent.

(b) The obligations of confidentiality set out in this clause do not extend to information

that is in the receiving party’s possession, is public knowledge or is required by law to be

disclosed. The obligations under clause 6 (a) survive termination of this agreement.

7. Expertise Provided On “As Is” Basis

(a) You acknowledge and agree that Agents are solely responsible for delivering their

Expertise based on your instructions and for all work performed, specifically with respect

to the results thereof and not the means and methods of performing such work. Secure

IQ Services provides no express warranty of, will have no implied warranty of, and will

have no responsibility for, quality of the Expertise, although we will be happy to find a

replacement Agent if required. Secure IQ Services disclaims all express and implied

warranties for the Expertise and tasks carried out, including, without limitation,

warranties of non-infringement, merchantability, and fitness for a particular purpose, and

as such you agree to hold Secure IQ Services and their respective directors (Supported

Parties) harmless and indemnify the Supported Parties harmless from and against all

actions, claims, demands or proceedings which may be instituted against the Supported

Parties. As between you and Secure IQ Services deliverables and Expertise are

provided “as is”.

(b) Paragraph (a) covers all liabilities, losses, damages, costs and expenses (including

reasonable legal costs and expenses) which may be suffered or incurred by Supported

Parties in connection with or arising out of this engagement. The indemnity and other

rights and obligations in this clause extend to the maximum extent permitted by law and

remain in full force and effect notwithstanding termination for whatever cause of this

engagement.

not be liable to you for any direct, indirect, incidental, special consequential or exemplary

damages which may be incurred by you, however caused and under any theory of

liability; including, but not limited to: any loss of profit (incurred directly or indirectly), any

loss of goodwill or business reputation, death or personal injury and any other intangible

loss.

(d) A waiver of any right, power or remedy under this agreement must be in writing

signed by the party granting it. A waiver is only effective in relation to the particular

obligation or breach in respect of which it is given. It is not to be taken as an implied

waiver of any other obligation or breach or as an implied waiver of that obligation or

breach in relation to any other occasion.

(e) The fact that a party fails to do, or delays in doing, something the party is entitled to

do under this agreement does not amount to a waiver.

8. Governing Law

This engagement is governed by and constructed in accordance with the laws of

Australia. Both parties irrevocably and unconditionally submit to the non-exclusive

jurisdiction of the courts exercising jurisdiction in, or the courts of appeal of Australia.

9. Severability

(a) Any provision of this Agreement will be read down to the extent necessary to prevent

that provision or this Agreement being invalid, voidable or unenforceable in the

circumstances.

(b) If despite this clause, a provision of this Agreement is still invalid or voidable;

(i) If the provision would not be invalid or voidable if a word or words were omitted, that

word or those words will be deleted; and

(ii) In any other case, the whole provision will be deleted and the remainder of this

Agreement will continue to have full force and effect.

10. Assignment

Either party may assign their rights under this Agreement to any bodies corporate,

assigns or successors following prior written advice to the other party by email.

11. Relationship

The relationship between the parties is one of independent contractors. No party nor

their employees or agents has the authority to bind the other party by contract or

otherwise.

12. Waiver

(a) A waiver by party of a provision or of a right under this Agreement is binding upon the

party granting the waiver if it is emailed by an authorised representative of either party.

(b) A waiver is effective only in the specific instance and for the specific purpose for

which it is given.

exercise or operate as a waiver.

13. Computers & Equipment

You authorise Secure IQ Services employees and contractors to use personal

computers, personal mobile devices, and home internet services.

14. Public Holidays

Secure IQ Services agents are only paid for hours they work. They may be unavailable

to work during certain public holidays, such as Christmas, and will not be paid if they do

not work (unless otherwise mutually agreed).

You may request agents work on public holidays in your country of operations, and if

they do, they will be charged at the normal hourly rate. Additional bonuses for working

those hours may be provided to the agent at your discretion and by request to your

Secure IQ Services Client Success Manager.

15. 7-Day New-Hire Guarantee & Security Deposit

(a) Guarantee Scope

If you terminate a newly onboarded Agent within seven (7) calendar days of the

Agent’s first billable day for any of the following reasons, all hours worked by that

Agent will be waived:

(i) the Agent resigns for any reason;

(ii) the Agent fails to meet the documented performance standards; or

(iii) the Agent is unreliable in adhering to the agreed working schedule.

(b) Replacement Process

(i) You must engage one replacement Agent supplied by Secure IQ Services for the

same role and schedule.

(ii) Secure IQ Services will present a shortlist of qualified candidates (normally up to

three, but possibly fewer for niche roles).

(iii) You must provide feedback or request an additional shortlist within five (5)

business days of each presentation and must onboard a replacement within

fourteen (14) calendar days of receiving the first shortlist.

(c) Conditional Fee Waiver

(ii) If you do not onboard a replacement within 14 days from termination, the original

waived hours become billable.

(d) Limit on Further Replacements

(i) If the first replacement Agent is terminated for any reason, Secure IQ Services

may, at its sole discretion, decline to offer additional replacements under this

guarantee.

(e) Security Deposit

(i) The Security Deposit secures Secure IQ Services’s recruiting resources and is

non-refundable.

(ii) The Security Deposit will be held by Secure IQ Services as long as you are

actively backfilling the role.

(iii) If you terminate the engagement or elect not to hire a replacement Agent, the

Security Deposit is immediately forfeited.

Master Subscription Agreement

This website uses cookies.