When you accept a quote or request me to do work for you, you accept the following terms and conditions:

General Conditions for the Provision of Services

Provision of Services

(a)        This Agreement commences on the Commencement Date and ends on the Completion Date, unless terminated earlier in accordance with its terms.

(b)        GSD Virtual Assistant must provide the Services to the Client in accordance with this Agreement, and must: 

(i)         complete the Services by the Completion Date and any other dates for delivery specified in the Contract Details;

(ii)        provide the Services in a proper, timely and efficient manner using that standard of care, skill, diligence, prudence and foresight that would reasonably be expected from a prudent, expert and experienced provider of services that are similar to the Services;

(c)         If, at any time, GSD Virtual Assistant is unable or is likely to become unable, for whatever reason, to provide any or all of the Services, GSD Virtual Assistant must immediately notify the Client of that fact.

Price for the Services

The Rates or Fees applicable to the Services are set out in the Contract Details.  Any additional expenses may be charged upon prior agreement from the Client including, but not limited to hourly rates for additional work not specified in the Contract Details.

Termination

(a)        The Client will pay GSD Virtual Assistant for the Services performed in accordance with this Agreement up to the date of the termination and the unavoidable and substantiated costs incurred by GSD Virtual Assistant as a direct result of the termination.

(b)        The Client may terminate this Agreement by notice in writing to GSD Virtual Assistant if GSD Virtual Assistant is in breach of this Agreement and GSD Virtual Assistant fails to remedy the breach within 14 days of receipt of written notice from the Client of the breach.

(c)         GSD Virtual Assistant may terminate this Agreement by notice in writing to the Client if the Client is in breach of this Agreement and the Client fails to remedy the breach within 14 days of receipt of written notice from GSD Virtual Assistant of the breach.

(d)        GSD Virtual Assistant may terminate this Agreement immediately with notice if the Client fails to pay any amounts due and payable under this Agreement within 7 days of the date on which it was due.

(e)        Termination or expiry of this Agreement will not prejudice any right of action or remedy which may have accrued to either party prior to termination.

Invoicing and payment

(a)        GSD Virtual Assistant must submit to the Client a Tax Invoice in respect of the Services in advance, or at such other time or times as agreed by the parties.  A Tax Invoice submitted for payment must be sent to the email address specified in the Contract Details.

(b)         The Client will pay the invoiced amount in respect of the Services in advance.  The Client will pay the invoiced amount in respect of additional expenses approved under Clause 2 within 7 days of receipt of the invoice.  However, if the Client disputes the invoiced amount it must pay the undisputed amount (if any) and notify GSD Virtual Assistant of the amount the Client believes is due for payment.  The parties will endeavour to resolve any such dispute. 

(c)         The Client will, on demand by GSD Virtual Assistant, pay simple interest on a daily basis on any Overdue Amount, at the rate for the time being fixed under the Penalty Interest Rates Act 1983 (Vic). 

Liability

(a)        The Client must indemnify GSD Virtual Assistant and each of its officers, employees and agents (in this clause, each an Indemnified Party) against any loss, damage, claim, action or expense (including legal expense) which any of them suffers or incurs as a result of any demand, action, claim or proceeding against any Indemnified Party for or in relation to any of the following:

(i)         property damage;

(ii)        a breach of an obligation of confidence or privacy, whether under this Agreement or otherwise; or

(iii)       any infringement or alleged infringement of the Intellectual Property Rights or any other rights of any person, including any third party,

except to the extent that any such demand, action, claim or proceeding is caused by the negligence or other wrongful act or omission of the Indemnified Party.  To the extent that the indemnity in this clause refers to persons other than the Client, the Client holds this clause on trust for those other persons.

Intellectual Property Rights

(a)        The Client’s and GSD Virtual Assistant’s Pre-Existing IP will remain vested in each of them (or the third party who owns it).  Contract Materials will remain vested in GSD Virtual Assistant.

(b)        The Client grants GSD Virtual Assistant a non-exclusive, non-transferable, royalty-free licence to use the Client’s Pre-Existing IP for the sole purpose of performing, and only the extent required to perform, the Services and complying with its obligations under this Agreement. 

Confidentiality, privacy and data protection

(a)        GSD Virtual Assistant and its employees, agents, directors, partners, shareholders and consultants will keep the Confidential Information confidential and secure and must:

(i)         use and reproduce the Confidential Information only to the extent necessary to perform its obligations under this Agreement; and

(ii)        not disclose or otherwise make available any Confidential Information to any other person.

(b)         All Confidential Information will remain the property of the Client.

Access

When entering the premises of the Client, GSD Virtual Assistant must, and must ensure that its employees, agents and sub-contractors will, protect people and property, prevent nuisance and act and in a safe and lawful manner, comply with the safety standards and policies of the Client (as notified to GSD Virtual Assistant) and comply with the Occupational Health and Safety Act 2004 (Vic) and any applicable regulations made under that Act.

Sub-contracting

(a)        GSD Virtual Assistant may sub-contract to any third person any of its obligations under this Agreement without the prior written consent of the Client.

(b)         GSD Virtual Assistant will not, as a result of any sub-contracting arrangement, be relieved from the performance of any obligation under this Agreement.

(c)         The sub-contractor is liable for any acts and omissions whilst performing work on behalf of GSD Virtual Assistant

Compliance with Law

GSD Virtual Assistant must, in the provision of the Services, comply with all Laws and with the lawful requirements or policy of any governmental agency affecting or applicable to the provision of the Services. 

GST

(a)        Terms used in this clause have the same meanings given to them in the GST Act.

(b)        Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided under or in accordance with this Agreement are exclusive of GST.

General

(a)        The Agreement is governed by and is to be construed in accordance with the laws applicable in the state of Victoria, Australia.  Each party irrevocably and unconditionally submits to the non‑exclusive jurisdiction of the courts of Victoria and any courts which have jurisdiction to hear appeals from any of those courts and waives any right to object to any proceedings being brought in those courts.

(b)        This Agreement may only be varied or replaced by agreement in writing.

Force Majeure

Neither party shall be responsible or held liable to the other party for its failure to abide by any term of this contract or for its failure to perform any of its obligations under this contract to the extent that any such failure is directly attributable to, and the result of, Acts of God, war, whether declared or undeclared, civil unrest, strikes, acts of government, whether national, state or local, or other similar, not reasonably anticipated cause beyond the control of the party failing to meet its obligations hereunder and seeking to be excused therefrom. Any excuse for failure under this provision shall extend only to the duration of the cause of the failure and any longer period agreed by the Parties.

Definitions

In these Conditions, unless the context otherwise requires:

Agreement means the agreement for the provision of the Services of which these Conditions, the attachments and the Contract Details form part.

Commencement Date means the date of this Agreement.

Completion Date means the date set out in the Contract Details by which provision of the Services must be effected by GSD Virtual Assistant.

Conditions means these General Conditions for the Provision of Services.

Confidential Information means any technical, scientific, commercial, financial or other information of, about or in any way related to, the Client, including any information designated or treated by the Client as confidential, in its sole and absolute discretion, which is disclosed, made available, communicated or delivered to GSD Virtual Assistant, but excludes information which:

(a)        is in or which subsequently enters the public domain other than as a result of a breach of an obligation of confidentiality;

(b)        GSD Virtual Assistant can demonstrate was in its possession prior to the date of this Agreement;

(c)         GSD Virtual Assistant can demonstrate was independently developed by GSD Virtual Assistant;

(d)        is lawfully obtained by GSD Virtual Assistant on a non-confidential basis from another person who is not bound by a confidentiality agreement with the Client or otherwise prohibited from disclosing the information to GSD Virtual Assistant; or

(e)        is disclosed pursuant to Law.

Contract Details means the part of this Agreement described as such, commencing on page 1 of this Agreement.

Contract Materials means any materials which GSD Virtual Assistant creates (whether alone or jointly with any other person) in performing the Services.

Data means all data, information, text, drawings, statistics, analysis and other materials embodied in any form which is supplied by or on behalf of the Client in connection with this Agreement or generated, placed, stored, processed, retrieved, printed, accessed or produced utilising the Services or the Contract Materials.

Fees means the fees payable to GSD Virtual Assistant for the provision of the Services as set out in or calculated in accordance with the Contract Details.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property Rights means all intellectual property rights at any time recognised by law, including all present and future copyright, all proprietary rights in relation to inventions (including patents), registered and unregistered trade marks, trade secrets and know how, registered designs, circuit layouts, and all other proprietary rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields.

Laws means the law in force in the State of Victoria and the Commonwealth of Australia, including common law and legislation.

Overdue Amount means an amount (or part thereof) that:

(a)        is not, or is no longer, disputed;

(b)        is due and owing under a Tax Invoice properly rendered by GSD Virtual Assistant in accordance with this Agreement; and

(c)         has been outstanding for more than 7 days from the due date listed on the invoice or the date that the amount ceased to be disputed, as the case may be.

Pre-Existing IP means all materials owned by or licensed to a party as at the Commencement Date or developed by or on behalf of a party independently of this Agreement.

Rates means the rates (whether charged on an hourly, daily, weekly or other time-related or per task basis) payable to GSD Virtual Assistant for the provision of the Services as set out in the Contract Details.

Services means the services (or any of them) specified in the Contract Details and, if applicable, the Specification.

Specification means the specification for the Services, as set out in Attachment 2 to the Contract Details.

Tax Invoice has the meaning given in the GST Act.

When we use the words ’you’ or ’your’, it means you, the visitor to our website and when we talk about ’us’, ’our’ or ’we’, it means GSD Virtual Assistant and our website www.gsdva.com.

By using our website you accept these terms of use. If you don’t agree, you must stop using our website and exit immediately. We may update these terms of use from time to time, the most up to date version will always be available on our website.

LINKS DISCLAIMER

This website may contain links to other websites (“Weblinks”). The Weblinks are not under our control and we are not responsible for any of the content that the Weblinks point to. We are not responsible for any form of transmission received from any Weblinks. Weblinks are provided to you only as a convenience, and the inclusion of any link does not imply our endorsement of the website, or any association with its operators.

NO UNLAWFUL OR PROHIBITED USE

By using this site, you agree that you will not use this website for any purpose that is unlawful or prohibited by these terms of use. You may not use this website in any manner which could damage, disable, overburden, or impair this website or interfere with any other party’s use and enjoyment of this website. You agree not to hack into areas of this website that are not intentionally made available by us.

HAVING YOUR SAY

This website may use services that provide members of the public with the opportunity to publish comments or opinions. You agree to use the services on this website only to post, send and receive messages and material that are proper and related to the particular service we provide. We expect you to show common courtesy and respect when using our website. In plain terms – don’t do anything that would upset your grandma. By way of example, and not as a limitation, you agree that when using our website, you will not:

• Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy) of others.
• Post or distribute any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
• Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
• Upload any material protected by intellectual property laws unless you own or control those rights or have received all necessary consents.
• Upload any material that has been altered to remove proper legal notices.
• Download any material posted by another user that you know, suspect or reasonably should know, cannot be legally distributed in such manner.
• Advertise or offer to sell or buy any goods or services for any business purpose, unless we provide a particular forum for those messages.
• Conduct or forward spam, surveys, contests, pyramid schemes or chain letters.
• Restrict or inhibit any other user from using and enjoying our website services.
• Violate any code of conduct or other guidelines which we proscribe.
• Violate any applicable laws or regulations.
• Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer.

Material uploaded to any part of our website may be subject to stated limitations on usage, reproduction and/or dissemination. You are responsible for complying with those limitations if you download the materials.

POSTING YOUR PERSONAL INFORMATION

Always use caution when giving out any personally identifying information about yourself or your children anywhere on the internet. We do not control or endorse the content, messages or information found in any part of our website where users are able to contribute their own posts and material. We specifically disclaim any liability with regard to those parts of our website and any actions resulting from your participation in using those parts of our website. Managers and hosts of forums and blogs are not authorized spokespersons for GSD Virtual Assistant, and their views do not necessarily reflect those of our business.

MONITORING OF COMMUNICATION SERVICES

We are not obligated to monitor the posts and materials published by members of the public on our website. However, we reserve the right to review materials that are posted and to remove any materials at our sole discretion. We reserve the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, at our sole discretion.

MATERIALS POSTED ON COMMUNICATION SERVICES

We do not claim ownership of the materials you (including feedback and suggestions) posted on any of part of our website. However, by posting any information or material you are granting GSD Virtual Assistant, our affiliated companies and necessary sub-licensees permission to use your information or material in connection with the operation of our and their businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your information or material; and to publish your name in connection with your information or material. No compensation will be paid to you with respect to that use of your material or information.

We are under no obligation to post or use any material or information you may provide and may remove any of your material or information from our website at any time at our sole discretion. By posting your material or information you warrant and represent that you own or otherwise control all of the rights necessary for you to post that material or information.

TERMINATION/ACCESS RESTRICTION

We reserve the right, in our sole discretion, to terminate your access to this website and the related services or any portion of it at any time, without notice.

DISCLAIMER

You specifically acknowledge and agree that your use of this website and services found on this website are at your own risk. Anything available via this website may include inaccuracies or typographical errors. Changes are periodically made to the information on and available via the website.

We make no representations about the suitability, reliability, availability, timeliness, and accuracy of anything contained on this website, for any purpose, to the maximum extent permitted by applicable law, anything contained on this website is provided “as is” without warranty or condition of any kind.

You acknowledge and agree that no information or advice provided by us constitutes medical, legal or financial advice or advice of any other regulated industry or creates a warranty of any kind with respect to this website and you acknowledge that you should consult an appropriate professional for specific advice tailored to your situation. The legal information on this website is for information only and does not replace the need for specific advice relevant to your particular circumstances.

This disclaimer applies to the fullest extent permitted by law, and shall survive any termination or expiration of this agreement or your use of this website or the services found on this website.

LIMITATION OF LIABILITY

We will not be liable to you or any other person or entity for any damages whatsoever arising as a result of your use of this website in any way. In addition, where warranties are implied by law, you acknowledge and agree that the total aggregate liability to us is limited to the total amount paid by you for the particular services that are the subject of the cause of action, even if those services were provided to you without cost.

This limitation of liability applies to the fullest extent permitted by law, and shall survive any termination or expiration of this agreement or your use of this website or the services found on this website.

APPLICABLE LAW

This agreement is governed by the laws of Victoria, Australia and you consent to the non-exclusive jurisdiction and venue of courts in in any and all disputes arising out of or relating to the use of this website. Use of this website is unauthorized in any jurisdiction that does not give effect to all provisions of these terms of use, including without limitation this paragraph. If you are resident in a jurisdiction where the use of this website is unauthorized, it is your responsibility to cease using this website.

RELATIONSHIP

You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this agreement or use of this website.

Our performance of this agreement is subject to existing laws and legal process. Nothing contained in this agreement can be used to inhibit our right to comply with governmental, court and law enforcement requests or requirements relating to your use of this website, or with regard to information provided to or gathered by us with respect to such use.

VALIDITY

If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

ENTIRE AGREEMENT

Unless otherwise specified in these terms of use, this agreement constitutes the entire agreement between you and GSD Virtual Assistant with respect to this website.

COPYRIGHT AND TRADEMARKS

GSD Virtual Assistant owns the copyright to the contents of this website. Please contact us should you require permission to reproduce any of the contents of this site. The names of actual companies and products mentioned on this website may be the trademarks of their respective owners. Any example companies, organizations, products, people and events depicted on this website are fictitious. No association with any real company, organization, product, person, or event is intended or should be inferred.

PERMISSION

You may access, download, or print our copyright materials for your personal use only. Commercial use of any sort is expressly prohibited. You agree not to modify, change or delete any copyright or proprietary notice from materials downloaded from this site. Any requests for our permission to publish, copy, reproduce, distribute, transfer, or otherwise use any materials contained in the web site should be directed to us using our Contact Form.

Any rights not expressly granted in these terms are reserved.