Thank you for providing MXGlobal (“MXG”) the opportunity to provide accounting and/or bookkeeping services to you and/or your organization (“Client”). We look forward to providing you and/or your organization the exemplary quality of service that is our standard. This agreement (“Agreement”) will commence upon your acceptance of this agreement under the following terms and conditions:
This agreement shall be effective and binding upon all parties hereto as of the latest date when client has accepted this agreement (“Effective Date”).
2. Content and Information
MXG will maintain client content and information in strict confidence. Client acknowledges and understands that information provided is maintained in 3rd party databases. These 3rd party databases are through industry known providers. Client content and information is the responsibility of the client. When client shares client content and information, client understands that this information may be used, saved, recorded, reproduced, transmitted or displayed on a global basis. Do not share your content and/or information with anyone you do not trust. MXG is not responsible for content and/or information; client maintains responsibility.
3. Statements and Billing
MXG provides statements and billing information online and/or via email. If client prefers paper statements and billing, there will be an additional charge. Pricing on paper mail will be provided separately. Billing errors found by client must be reported within 90 days of when the error occurs; otherwise, all billing is considered accepted by client. MXG will correct the billing error within 90 days. No refunds will be given for any charges more than 90 days old. We reserve the right to issue refunds or credits at our sole discretion. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future. This refund policy does not affect any statutory rights that may apply.
4. Price Changes
We may change the price of the Services at any time and if client has a recurring purchase, we will notify client by email at least 30 days before the price change. If you do not agree to the price change, you must cancel and stop using the Services before the price change takes effect. If there is a fixed term and price for your Service offer, that price will remain in force for the fixed term.
MXG invoices shall be due and payable immediately. Invoices must be paid within thirty (30) days to insure terms, including guarantee. Invoices not paid when due bear interest from the invoice date until paid at a rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less. Time is of the essence of all payments under this Agreement. If any payment due is collected at law or through an attorney-at-law, or under advice therefrom, or through a collection agency, Client agrees to pay all costs of collection, including without limitation, all court costs and reasonable attorney’s fees.
Our services are provided with the utmost professionalism and care, but in rare cases there can be problems. In the rare case of a mistake on the part of MXG, we guarantee to correct your records at no additional charge and in a reasonably, timely manner. Client understands that computers and telecommunications are not fault-free and occasional periods of downtime occur. MXG does not guarantee the services will be uninterrupted, timely, secure, or error-free or that content loss won’t occur, nor do we guarantee any connection to or transmission from computer networks.
Both MXG and Client reserve the right to cancel this agreement in writing and/or email at any time. All invoices are due within ten (10) days of cancellation by Client. Within 90 days of cancellation instructions, MXG will ensure that all access to data, content and information is transferred to client’s designee as per client’s cancellation instructions.
Client agrees to cooperate fully with MXG performance of services pursuant to this Agreement. In addition, client agrees to:
- respect people and the work
- maintain current contact and payment information at all times
- not participate in illegal activity
- not violate the privacy of others
- not participate in the exploitation of people, especially women and children
- not participate nor advocate in hate and/or violence against others
- not violate any of the rules/terms/conditions/restrictions of the software used to provide your services
9. Standard of Care
MXG will perform services under this Agreement in a professional manner in accordance with Client’s instructions. Client will be wholly responsible for its decisions, and MXG will have no responsibility or liability for the quality, performance, malfeasance or wrongdoing for use of services.
10. Equal Opportunity Employer
The parties affirm and agree that they are equal employment opportunity employers and are in full compliance with any and all applicable anti-discrimination laws, rules, and regulations. The parties agree not to harass, discriminate against, or retaliate against any recruit and/or employee of each other’s organizations because of race, national origin, age, sex, religion, disability, marital status, or other category protected by law; nor shall any party cause or request the other party to engage in such discrimination, harassment, or retaliation. In the event of any complaint of unlawful discrimination, harassment, or retaliation, the parties agree to cooperate in the prompt investigation and resolution of such complaint, and shall indemnify each other with respect to any violation.
Client shall fully indemnify, hold harmless and defend MXG and its directors, officers, employees, agents, stockholders and affiliates from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to
reasonable attorney’s fees and costs), whether or not involving a third party claim, which arise out of or relate to any breach of any representation or warranty of MXG contained in this Agreement, any breach or violation of any covenant or other obligation or duty of MXG under this Agreement or under applicable law, in each case whether or not caused by the negligence of MXG or any other Indemnified Party and whether or not the relevant Claim has merit.
MXG, and its affiliates, resellers, distributors and vendors make no warranties, express or implied with respect to your use of our services. Services are used at client’s own risk and that services are provided on an “as is” basis “with all faults” and “as available”.
13. Limitation of Liability
In no event shall MXG be liable to Client, whether in contract or in tort or under any other legal theory, for lost profits or revenues, loss of use, or similar economic loss, or for any indirect, special, incidental, consequential or similar damages, arising out of or in connection with the performance or non-performance of this Agreement, or for any claim made against Client by any other party, even if MXG has been advised of the possibility of such claim. In no event shall MXG be liable under any claim made by the Client to exceed the total amount of fees theretofore paid by Client to MXG under this Agreement.
Both MXG and Client agree not to solicit employees from each other’s respective organization.
15. Non-Disclosure and Confidentiality
This Agreement and the rights of the parties hereunder are governed by the laws of the Republic of the Philippines. WHEREAS, each party owns or otherwise has legal rights to Confidential Information (as defined below); and WHEREAS, each party wishes to share their Confidential Information in private with the other party for the limited Purpose defined below in 13.4, such that each party may alternately be a discloser of Confidential Information (a “Discloser”) or be a recipient of the other party’s Confidential Information (a “Recipient”); and WHEREAS, the parties wish to define the manner in which Confidential Information is to be provided, the extent to which Confidential Information may be used by a Recipient, and the obligations a Recipient has to protect such confidentiality. NOW, THEREFORE, the parties, intending to be legally bound, do hereby agree as follows:
- 15.1. Definition of Confidential Information. “Confidential Information” under this Agreement means any non-public, confidential, proprietary, and/or secret information, including: trade secrets; ideas, business concepts, discoveries or inventions; specifications, patterns, or techniques; formulas, computations, or software and computer programs; devices, processes, or operation methods; products or equipment, or new product developments, plans or improvements; technical information, insights, and know-how; customer information or lists; financial information or statements; sales or marketing information, plans, projections, or strategies; personnel information or new personnel acquisition plans; pricing policies; business relationships; business acquisition plans; descriptions of, or correspondence regarding any work conducted by the Recipient on behalf of the Discloser, and any discussions, negotiations and proposals between the parties under this Agreement.
- 15.2. Ownership of Confidential Information. In no way does this Agreement provide the Recipient any ownership rights or other rights of claim (including intellectual property rights) to the Discloser’s Confidential Information, or its derivatives. Nothing herein shall be construed as giving the Recipient any license to, or other rights with respect to, any patent heretofore or hereafter issued to the Discloser. This Agreement does not obligate either party to disclose any Confidential Information to the other, or to enter into any subsequent transaction with the other party.
- 15.3. Obligation to Protect Confidentiality. The Recipient agrees to treat all Confidential Information as strictly confidential, and agrees not to disclose the Confidential Information to any third party. The Recipient agrees not to use the Confidential Information in any way for commercial purposes outside of a business relationship that has been or may be established between the parties to this Agreement. The Recipient agrees not to attempt to analyze, disassemble or duplicate any tangible Confidential Information received from the Discloser. These obligations are subject to the following exceptions:
- 15.4. Furtherance of the Purpose. The Recipient may disseminate the Confidential Information received hereunder among its own personnel, contractors, and legal representatives, but only if doing so is necessary and proper for furtherance of the Purpose (i.e., a need-to-know basis) and if those persons are under an obligation to protect confidential or proprietary information that is at least as restrictive as this Agreement.
- 15.5. Public/Prior Knowledge Exclusion. The Recipient has no obligation to protect information that: (i) is or becomes part of the public domain through no fault of the Recipient; (ii) is general or common business knowledge; (iii) is independently developed, invented, or discovered by a third party; (iv) is rightfully known (to the extent verifiable by independent evidence) to the Recipient prior to its disclosure to them under this Agreement; or (v) is properly provided to the Recipient by an independent third party having the legal right to do so.
- 15.6. Legal Process. The Recipient shall disclose Confidential Information to the extent, if any, required by law or legal process; but if so required then the Recipient must give the Discloser prompt written notice, at least three business days in advance, in order to permit the Discloser to seek a protective order.
- 15.7. Furthermore, the Recipient agrees to take the appropriate security steps (e.g., password access) necessary to protect the Confidential Information in its possession from both unauthorized use and unauthorized disclosure.
- 15.8. Return or Erasure of Confidential Information. Upon demand by the Discloser, the Recipient agrees to: (i) promptly return to the Discloser all Confidential Information that either had been provided in tangible or written form to the Recipient, or otherwise had been made tangible or written by the Recipient; and/or (ii) permanently erase any and all Confidential Information that the Recipient had stored in electronic media or format, including backup files and e-mails. Upon completion of return and/or erasure, the Recipient shall, at the request of the Discloser, promptly provide to the Discloser written assurance that all known instances of items that are, contain, or reflect Confidential Information known to exist in tangible, written, or electronic format in the possession of the Recipient(s) and/or their personnel, contractors, and legal representatives have been eliminated.
MXG shall be free to offer and provide services covered by this Agreement to any other entity, including persons or companies.
The parties, MXG and Client, may assign, without written authorization, any of the rights under this agreement to an entity which purchases and/or acquires at least fifty-one percent (51%) ownership of either MXG or Client, respectively.
The rights and obligations of MXG under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of MXG.
Neither this Agreement nor the services to be provided hereunder shall be construed to create any relationship of employment, agency, partnership or joint venture between the parties.
20. Entire Agreement
This Agreement constitutes the entire agreement between MXG and Client with respect to the subject matter hereof, and supersedes all prior agreements, oral or written, with respect to such subject matter. This Agreement shall be governed by and construed and enforced in accordance with the federal, state/province and local laws and, excluding its principles of conflicts of law. This Agreement may be modified only if such change is mutually agreed upon in correspondence signed by the parties. This Agreement expresses the sole and entire Agreement between the parties in this matter and supersedes all prior discussions, representations and understandings in this matter. If any court determines that any provision of this agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this agreement invalid or unenforceable. This Agreement may not be amended, except in writing or an additional Addendum executed between MXG and the Client.
21. Breach of Agreement
In the event of the breach of this agreement by either party, the party responsible for the breach shall be liable for the cost of litigation, including but not limited to reasonable attorney’s fees incurred by the other party in initiating litigation to enforce the same. Any information disclosed to Client regarding referred candidates is confidential and the property of MXG. Client agrees not to forward a referred candidate or candidate documents to any third party.
22. Mediation / Arbitration
Client and MXG agree that any dispute, controversy or claim arising between Client and MXG or its representatives will first be submitted to mediation for resolution. Should mediation be unsuccessful in resolution, said dispute, controversy or claim shall be submitted to binding arbitration. Each party to a dispute covered by this paragraph shall be solely responsible for their own attorney fees and other costs associated with prosecuting or defending the dispute, controversy or claim. Claims, controversies and disputes limited solely to non-monetary injunctive relief pertaining to patents, copyrights, trademarks, trade secrets, confidential commercial information, other intellectual property, a non-compete or confidentiality agreement, or a claim of unfair completion are exempt. Examples of claims covered include, but are not limited to:
- i) Claims based on federal, state/provincial and local statutes/laws
- ii) Claims based on common or constitutional law such as torts or contracts
- iii) Claims concerning wages, salary and incentive compensation
- iv) Claims concerning application, interpretation and enforcement of the above provisions
THE FOREGOING PROVISIONS ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN, ORAL, STATUATORY EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
We look forward to providing you excellent service.