NTAA Outsource Service Agreement
Parties
C.A. Network Pty Ltd (CAN), a wholly owned subsidiary of National Tax and Accountants’ Association Ltd (NTAA)
ABN 68 070 981 181
Background
- CAN provides (through its delivery partner ConnectOS) offshore staff leasing services to customers (Services).
- This Agreement sets out the terms and conditions governing the Customer’s use of the Services.
- CAN agrees to provide (or procure the provision of) the Services to the Customer on the terms set out in this Agreement.
- The Parties agree to be bound by the Agreement.
Delivery Partner (ConnectOS)
The Customer acknowledges that CAN may engage third-party service providers, including ConnectOS, to perform all or part of the Services. ConnectOS is not a party to this Agreement. CAN remains responsible to the Customer for performance of the Services under this Agreement, and the Customer must direct all claims in connection with the Services to CAN.
Definitions
- Affiliate
- Any entity that directly or indirectly controls, is controlled by or is under common control with, another entity.
- Agreement
- This agreement, including its annexures.
- Annexures
- The annexures attached to this Agreement.
- Confidential Information
- means:
- The terms of this Agreement, and information disclosed during negotiations, discussions, and meetings related to this Agreement;
- Information identified as confidential at the time of disclosure;
- All other information belonging or relating to a Disclosing Party that is not public at the time of disclosure, except through a breach of this Agreement, and that the Receiving Party knows, or should reasonably know, is confidential to the Disclosing Party.
- Commencement Date
- The date that this Agreement comes into effect as identified in the Agreement.
- Customer Responsibilities
- The responsibilities of the Customer, as specified in Annexure 1.
- DOLE
- The Philippines Department of Labor and Employment which is the executive department of the Philippine government responsible for formulating and implementing policies, plans, and programs pertaining to labour and employment.
- Disclosing Party
- The Party which discloses or makes available directly or indirectly Confidential Information.
- Expenses
- Disbursements and costs payable to Third Parties incurred by CAN (or its subcontractors, including ConnectOS) in connection with ancillary services requested by the Customer, excluding core service fees.
- Fees
- Fees specified in Annexures 3 and 4.
- Insolvency Event
- Where a Party is either unable to pay its debts as they fall due, becomes the subject of bankruptcy or insolvency proceedings, or has a receiver, trustee, custodian, or similar official appointed over a substantial part of its assets.
- Intellectual Property Rights
- All intellectual property rights, including but not limited to, patents, utility models, rights to inventions, copyright, moral rights, trademarks, business names, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
- Liability
- Any losses, expenses, costs (including reasonable attorneys’ fees), liabilities, or damages.
- Parties
- CAN and the Customer and a Party means either of the Parties, as applicable.
- Pre-existing Intellectual Property Rights
- Intellectual Property Rights owned by a Party prior to the Commencement Date or developed independently during the Term.
- Receiving Party
- The Party which receives or obtains directly or indirectly Confidential Information.
- Redundancy Accrual
- An amount equal to one month of the Service Personnel’s base wage, invoiced annually by CAN (or ConnectOS acting on CAN’s behalf) on the anniversary of the employment start date, to cover potential redundancy Liability for Service Personnel.
- Restrained Period
- means each of the following periods commencing on the date of termination or expiry of this Agreement:
- 18 months;
- 12 months; and
- 6 months,
- Security Deposit (if applicable)
- An amount specified in Annexure 3, held to cover any contingent Liabilities related to termination or other employment-related payments to Service Personnel, in accordance with applicable laws.
- Service Personnel
- Any employee, contractor (including subcontractor), freelancer, agent, or Third Party engaged by CAN to perform the Services for and on behalf of the Customer.
- Services
- The offshore staff leasing services to be provided pursuant to this Agreement, as specified in Annexure 1.
- Term
- The duration of this Agreement from the Commencement Date until terminated as per the terms of this Agreement.
- Third Party
- Any entity other than CAN, ConnectOS or the Customer, and Third Parties will have a corresponding meaning.
1. Term of Services
This Agreement is effective from the Commencement Date and will continue until terminated in accordance with its terms.
2. Provision of Services
CAN, subject to the payment of the Fees by the Customer, will provide the Services specified in Annexure 1 in accordance with this Agreement. Service exclusions are specified in Annexure 2.
3. Fees and Payment
- The Customer must pay the Fees and any other amounts payable under this Agreement as specified in Annexures 3 & 4. CAN will invoice the Customer for all amounts due (and may issue invoices via ConnectOS acting on CAN’s behalf).
- Unless otherwise agreed in writing, the Customer will pay CAN’s invoices as specified in Annexure 3 & 4.
- CAN shall not issue any refunds or credits for wages or entitlements that have been paid to the Service Personnel by the Customer in accordance with this Agreement.
- The Customer will reimburse CAN on demand for actual Expenses plus a 10% handling charge, provided the Expenses are pre-approved by the Customer and documented with receipts attached to CAN invoices. This reimbursement pertains solely to discretionary expenses as requested by the Customer.
- All Fees and monetary amounts under this Agreement are exclusive of tax.
- If the Customer fails to pay any Fees or Expenses that it is liable to pay under this Agreement within 7 days of the invoice due date, the Customer agrees to pay a Late Payment Fee as defined in Annexure 4, accruing daily until the invoice is paid in full.
- CAN may issue a notice to the Customer requiring payment of invoices which are already overdue by more than 7 days. If payment is not made within 5 days of receipt of the notice by the Customer, CAN reserves the right to suspend the Services immediately.
- CAN may increase the Fees if there is a change in law resulting in increased costs, provided that written notice and supporting evidence is first provided to the Customer in that regard. The Customer may terminate the Agreement with written notice within 7 days of receiving the fee increase notice.
- On each anniversary of the Commencement Date, CAN reserves the right to increase the Fees by 5%, provided that it will notify the Customer in writing before actually doing so.
4. Confidential Information and Data Protection
- Each Receiving Party acknowledges that Confidential Information of the Disclosing Party is confidential to the Disclosing Party. The Receiving Party must:
- Keep Confidential Information confidential and not disclose it without prior written approval;
- Not use Confidential Information except for performing obligations or exercising rights under this Agreement;
- Take all reasonable steps to secure and keep Confidential Information secure;
- Not memorise, use, modify, reverse engineer, or make copies of Confidential Information except as necessary for performance under this Agreement.
- Confidentiality obligations do not apply to information that:
- Is public knowledge through no fault of the Receiving Party; or
- Must be disclosed by law.
- The Receiving Party must notify the Disclosing Party immediately upon discovering any unauthorised use or disclosure of Confidential Information and cooperate to regain possession and prevent further unauthorised use.
- The Customer acknowledges and agrees that CAN may disclose the Customer’s Confidential Information to a Third Party provider for the purpose of providing the Services, subject to CAN ensuring (including via contractual flow-down obligations to ConnectOS and any subcontractor) that such Third Party provider complies with the obligations set out in this clause 4.
- The Parties agree that they each separately determine the purposes and means of processing of personal data and are therefore each separately responsible for such processing (i.e., independent data controllers). The Parties will each comply with their respective privacy and data protection obligations, as required by applicable law.
5. Indemnities
- CAN shall, subject to clause 6, indemnify the Customer from and against any Liability suffered or incurred by the Customer arising directly from:
- Wilful misconduct or fraud by CAN or by any of its Affiliates, officers, directors, employees, agents or subcontractors;
- Infringement of any Intellectual Property Rights of the Customer or of any Third Party, to the extent that the infringement or alleged infringement results from, arises out of, or is in connection with, CAN’s supply of the Services to the Customer;
- A material breach of clause 4 or clause 8 of this Agreement by CAN; or
- Employment-related claims made by any Service Personnel except in circumstances where such Liability was caused, or contributed to, by any acts or omissions of the Customer.
- The Customer shall, subject to clause 6, indemnify CAN from and against any Liability suffered or incurred by CAN arising out of or in respect of any of the following caused by the Customer (including, without limitation, any of its Affiliates, officers, directors, employees, agents or subcontractors):
- Wilful misconduct or fraud by the Customer;
- Infringement of any Third Party Intellectual Property Rights, to the extent that the infringement or alleged infringement results from, arises out of, or is in connection with, the Customer’s receipt or use of the Services;
- Act or omission of any Third Party under the Customer’s control;
- Act or omission of the Customer relating to this Agreement, including but not limited to a material breach of the Customer’s obligations in respect of clauses 4 or 8 under this Agreement.
6. Limitations of Liability
- The Customer acknowledges that CAN has relied on the information provided by the Customer regarding the Customer’s service and deliverable requirements when agreeing to the Fees.
- Nothing in this Agreement excludes, restricts or modifies any condition, warranty, right or remedy conferred on the Parties by any applicable law that cannot be excluded, restricted or modified by agreement.
- Neither Party is liable to the other Party or to any other person for any indirect, incidental, special, exemplary, or consequential loss or damage, including but not limited to loss of profits or anticipated profits, loss of revenue, economic loss, loss of business opportunity, damage to goodwill, loss of data, deletion or corruption of electronically or digitally stored information, or loss or damage resulting from wasted management time.
- The Customer acknowledges that it is responsible for the management, direction, and performance of all Service Personnel activities. CAN will not be responsible for or liable for any loss or damage incurred due to any act or omission of such Service Personnel. To the extent permitted by law, CAN’s liability under this Agreement (including under any warranty or indemnity) will be reduced to the extent that the Liability is caused or contributed to by the Customer or the Service Personnel acting under the Customer’s management, direction, and control or the Customer’s failure to provide the Customer Responsibilities in accordance with this Agreement.
- The maximum aggregate liability of the Parties for all proven Liabilities arising out of this Agreement, including Liability for breach, negligence, tort, or any other common law or statutory action, is limited to the sum of the amounts paid by the Customer for the Services related to the Liability in the 12-month period immediately preceding the notice of the current claim, excluding any amounts that have been paid to a Third Party, personnel wages, or pass-through costs. Nothing in this Agreement shall limit any Liability under clause 5 or any Liability which cannot be limited under applicable law.
7. Termination
- CAN may, without prejudice to any right or action or remedy which has accrued, or which may accrue in its favour, and without any liability to the Customer, suspend the Services and/or terminate the Agreement in whole or in part if:
- The Customer fails to pay Fees by the due date subject to the notice requirement in clause 3.7;
- The Customer suffers an Insolvency Event, as determined by CAN in its sole discretion, based on credible and verifiable evidence; or
- At any time, for any reason, by giving 30 days’ written notice;
- The Customer materially breaches this Agreement and fails to rectify such breach within 7 days of receiving written notice from CAN regarding such breach.
- The Customer may, without prejudice to any right or action or remedy which has accrued, or which may accrue in its favour, and without any liability to CAN, terminate the Agreement in whole or in part:
- At any time, for any reason, by giving 30 days’ written notice;
- If CAN suffers an Insolvency Event; or
- If CAN materially breaches the Agreement and fails to rectify such breach within 7 days of receiving written notice from the Customer regarding such breach.
- Upon termination or expiry of the Agreement for any reason:
- The Customer must pay CAN any outstanding Fees due under the Agreement; and
- Each Party must return or, if not capable of return, destroy all Confidential Information and any materials subject to the other Party’s Intellectual Property Rights, and certify such destruction to the other Party.
8. Non-Solicitation
- The Customer agrees that it will not, and will ensure that its Affiliates will not, directly or indirectly employ, engage, solicit or otherwise retain any:
- Current Service Personnel that are deployed to the Customer under this Agreement; or
- Former Service Personnel that were deployed to the Customer under this Agreement for the 12-month period commencing on the date the person ceased employment with CAN as a Service Personnel,
to become an employee of or contractor to the Customer or any of its Affiliates for the purpose of providing services of a similar nature to the Services to the Customer or any of its Affiliates, without the written consent of CAN.
- The obligations under clause 8.1 apply during the term of this Agreement and for the Restrained Period. The obligations under clause 8.1 do not apply to Service Personnel that are directly introduced to CAN by the Customer and form a part of the Workforce Management Services hereunder by introduction by the Customer.
- The Customer agrees that if it breaches its obligation under clause 8, it will pay to CAN damages to the value of:
- 18 months’; or
- 12 months’; or
- 6 months’
worth of Fees (in the case of Service Personnel) or salary (in the case of CAN employees) for the relevant personnel.
- Restrained Period means:
- The period of 18 months from the termination of this Agreement; or
- The period of 12 months from the termination of this Agreement; or
- The period of 6 months from the termination of this Agreement.
- The restrictions in this clause 8 apply to conduct which is either direct or indirect (i.e. done through an agent of any kind) and regardless of whether the conduct is engaged in for the Customer’s benefit or for the benefit of any other person or entity.
- The Customer agrees that the restraints set out in clause 8 above will be construed to the maximum extent and have effect as if they were a number of separate and independent provisions, which result from combining each of the restraints within the Restrained Period, each such resulting obligation being severable from each other resulting obligation.
- If any such separate sub-clause is deemed to be invalid or unenforceable for any reason, such invalidity or unenforceability will not prejudice or in any way affect the validity or enforceability of any other separate provision.
- The Customer and CAN agree that the provisions of this clause 8 are reasonably required to protect the goodwill of CAN and the parties intend the provisions to operate to the maximum extent given the nature of the business of CAN on the basis that its Service Personnel form an integral part of the intellectual property associated with its business and valuable reputation in the market.
- In addition to clause 8 above, the Customer acknowledges that, in the event of any breach or threatened breach of this clause 8, CAN may take legal action against it (including any injunctive action) and that the Customer will be liable for all consequential damage and costs incurred by CAN as a result of its actions.
- Clause 8 survives the termination of the Agreement for any reason.
- Notwithstanding clause 8, it will be taken that during their employment/engagement with CAN the provisions of this clause 8 do not encompass or apply to any employees/contractors transferred from the Customer to CAN in any capacity, as listed and mutually agreed upon in writing between the parties.
9. Service Personnel
- During the Term:
- CAN is not obligated to proactively monitor the work output of Service Personnel.
- If the quality or productivity of the Service Personnel does not meet the Customer’s requirements, CAN (through its delivery partner ConnectOS) will work with the Customer to address performance issues.
- CAN will not replace any Service Personnel without the prior written consent of the Customer, unless required by Law and with written notification to the Customer. As agreed by the Parties, the internal transfer of a Service Personnel to other members of the Customer shall be accommodated at no additional cost. For clarity, such transfers are not guaranteed and may not proceed if the receiving Customer member declines the transfer or if the employee’s removal is due to terminable offences or any analogous causes.
- Nothing in this Agreement shall be construed to create an employer-employee relationship between any of the Customer and CAN or the Service Personnel. Under no circumstances will the Service Personnel be considered employees, contractors, or agents of the Customer.
10. Intellectual Property Rights
- Neither Party has the right to use the other’s Pre-existing Intellectual Property Rights without that other Party’s consent.
- Pre-existing Intellectual Property Rights will remain the property of the original owner, and nothing in this Agreement transfers title or ownership of any Pre-existing Intellectual Property Rights.
- In relation to Service Personnel:
- Any developments, modifications, enhancements, or improvements to the Customer’s Intellectual Property Rights made by the Service Personnel will remain the property of the Customer.
- CAN agrees to take all reasonably requested actions, including executing any necessary documents, to ensure all Intellectual Property Rights of the Customer remain vested in the Customer.
11. Insurance
CAN must ensure that ConnectOS maintains, at its own expense:
- Public liability insurance with a minimum cover of $20 million AUD (approx. $13 million USD) per claim;
- Professional indemnity insurance with a minimum cover of $10 million AUD (approx. $6.5 million USD) per claim.
- CAN will provide to Customer, evidence of currency of insurance within 7 days of the Customer’s request.
- The Customer acknowledges that it should obtain its own cyber insurance policy to protect against potential cyber-related risks and Liabilities.
12. Warranties
- CAN warrants that:
- It complies with all applicable laws and regulations in performing the Services.
- The receipt, use and onward supply of the Services and the Customer’s use of the CAN technology as provided for in this Agreement, does not and will not infringe upon or violate the Intellectual Property Rights of any Third Party.
13. Customer Obligations
- The Customer will:
- Co-operate with CAN (and, where operationally required) in all matters relating to the Services;
- Provide to CAN (or, where requested by CAN) any documents, information, items or materials in its possession necessary for CAN to provide the Services;
- Provide the Customer Responsibilities as set out in this Agreement;
- Take all reasonable precautions regarding access control for Service Personnel, ensuring they access only authorized transactions and functions;
- Notify CAN of any event regarding the Services causing Liability to the Customer, provided that failure to do so will not affect the Customer’s rights under this Agreement.
14. Dispute Resolution
- Subject to clause 3, in the event of a dispute arising under this Agreement, the Parties shall endeavour to resolve it as follows:
- Each Party shall designate an executive with decision-making authority to engage in good faith negotiations to settle the dispute.
- If the senior executives are unable to reach an agreement within ten days of commencing negotiations (or any extended period agreed upon by both parties), either Party may issue a notice (Mediation Notice) to the other Party, initiating mediation proceedings to achieve a final settlement.
- If the Parties are unable to mutually select a mediator within ten (10) days after the issuance of the mediation notice, the dispute shall be referred to Australian Disputes Centre for appointment of a mediator. The mediation shall be conducted in Sydney NSW, and shall be confidential and without prejudice. Each Party shall bear its own costs of the mediation and the Parties shall share the mediator’s fees and venue costs equally, unless otherwise agreed in writing.
- If the dispute is not resolved within twenty (20) business days after the mediator is appointed (or such other period as the Parties agree in writing), the dispute shall be finally resolved by arbitration administered by Australian Centre for International Commercial Arbitration (ACICA) under the ACICA Arbitration Rules. The seat of arbitration shall be Sydney, NSW. The language shall be English. The arbitral award shall be final and binding. Costs shall be dealt with by the arbitrator.
- The fees of the mediator shall be shared equally by the Parties.
- Unless otherwise agreed in writing, each Party shall:
- Accept any terms and conditions imposed by the mediator concerning the performance of their duties;
- Provide the mediator with any assistance, facilities, and information reasonably requested for the discharge of their duties;
- Make all reasonable efforts to facilitate the prompt resolution of the dispute by the mediator.
15. Force Majeure
Neither Party shall be held liable to the other for any loss or damages, nor shall they have the right to terminate this Agreement due to any default or delay caused by acts of God, natural disasters, strikes, labour disputes, government actions, pandemics, or any other events beyond the reasonable control of the affected Party, provided that prompt notice of such event is given to the other Party. The affected Party shall be excused from its obligations under this Agreement for the duration of the event and for thirty (30) days thereafter. However, this provision shall not affect the obligation to make any payments due under this Agreement.
16. Severability
If any provision of this Agreement is determined to be invalid or unenforceable for any reason, the provision shall be interpreted to give it a valid and enforceable effect to the greatest extent possible. If such interpretation is not feasible, the provision shall be severed from the Agreement, and the remaining provisions shall remain in full force and effect.
17. Governing Law
The Agreement shall be governed by and construed in accordance with the laws of Victoria, Australia, without regard to its conflict of law principles. Each Party hereby irrevocably submits to the exclusive jurisdiction of the courts of Victoria, Australia, for any disputes arising out of or relating to this Agreement.
18. Waiver
- The waiver of any breach of this Agreement by either Party shall not constitute a waiver of any subsequent breach. Any waiver must be made in writing and signed by both Parties to be effective.
- This Agreement may not be amended except by a written instrument signed by both Parties.
19. Entire Agreement and Prevailing Clauses
- Subject to clause 19.2, this Agreement, including its Annexures, constitutes the entire agreement between the Customer and CAN concerning the subject matter herein and supersedes all prior or contemporaneous agreements, whether oral or written. In the event of any inconsistency between the terms of this Agreement and those of any exhibit, schedule, invoice, Annexure, or attachment, the terms of this Agreement shall prevail to the extent of such inconsistency.
- The Parties acknowledge that CAN may enter into a separate agreement with other parties in relation to a delegation of the Services.
20. Surviving Provisions
The following provisions of this Agreement, which are intended or capable of having effect after the expiration or termination of the Customer agreement with CAN, including provisions relating to warranties, indemnities, liability, and those with respect to payments that are accrued but unpaid at the time of termination, shall remain in full force and effect following any suspension, expiration, or termination of the Services: Confidentiality, Indemnities, Limitations of Liability, Termination, Non-Solicitation, Intellectual Property Rights, Dispute Resolution, Force Majeure, Severability and Governing Law and Jurisdiction.
21. Interpretation
In this Agreement, the singular shall include the plural, and vice versa.
Annexure 1
Part A – Service Personnel Services
CAN and the Customer will share in the responsibilities of delivering the Services to the extent provided for in this Agreement. These are allocated as per the below table:
| Service Personnel Management Services | Responsible / Accountable | Consulted | Informed |
|---|---|---|---|
| Candidate Sourcing & Recruitment | |||
| Define Job Description | Customer | CAN | |
| Candidate sourcing & initial screening | CAN | Customer | |
| Interviewing & Selection | Customer | CAN | |
| Hiring & Onboarding | |||
| Offer Letter Preparation and Employment contract | CAN | Customer | |
| Onboarding new employee to CAN | CAN | Customer | |
| Enrolment to healthcare plan and government Statutory benefits | CAN | ||
| Payroll Management | |||
| Biometric/software attendance tracking | CAN | Customer | |
| Payroll Processing, twice monthly | CAN | Customer | |
| Tax Withholding & Reporting | CAN | ||
| Overtime/bonus/leave approvals | Customer | CAN | |
| Administration of leave balances | CAN | Customer | |
| Workforce Management | |||
| Daily task allocation and measurement of performance | Customer | ||
| Goal Setting, training plans & monitoring | Customer | CAN | |
| Performance Appraisals and pay reviews | Customer | CAN | CAN |
| Issuance of training and travel bonds | CAN | Customer | |
| Employee visas and travel insurance for overseas travel | CAN | Customer | |
| Employee Relations | |||
| Management of employee handbook and policies | CAN | Customer | |
| Employee Grievances and Conflict Resolution | CAN | Customer | |
| Disciplinary Actions | CAN | Customer | |
| Compliance & Security | |||
| Employment law and regulatory compliance | CAN | ||
| Enactment of Disaster Recovery plans | CAN | Customer | |
| Control of software logins, permissions and data access | Customer | ||
Part B – IT and Facilities
| IT Deliverables | Responsible / Accountable |
|---|---|
| Applications/Software | |
| Arrange access and licences for all software required to perform the Services | Customer |
| Backup of user data | Customer |
| IT Services | |
| UPS protection of IT equipment | CAN |
| Lenovo i5 micro-PC with 16GB RAM and Windows 11 (or newer), Dual Monitor for Office setup, Single Monitor for Home setup, Webcam and headset | CAN |
| MS Active Directory login and security management with MS Intune | CAN |
| 24×7 IT helpdesk and support services | CAN |
| Building Facilities | Responsible / Accountable |
|---|---|
| Grade A PEZA compliant building facilities with 24/7 access | CAN |
| Building generator for back-up power | CAN |
| Climate controlled environment 24×7 | CAN |
| Meeting rooms with video conference equipment | CAN |
| Kitchen facilities and staff café | CAN |
| Security guards onsite 24×7 | CAN |
| Office monitoring via CCTV | CAN |
| Redundant fibre internet service | CAN |
Annexure 2 – Exclusions
Any services not specified within this Agreement or allocated to the Customer in Annexure 1 are considered exclusions, i.e., specifically not covered by this Agreement.
The below services are exclusions unless otherwise agreed between the Parties:
| IT equipment not included in Annexure 1 and/or devices that are not enrolled in the Intune tenancy |
| Software other than MS Windows and MS Intune |
| Setup of extra network or technology services other than standard services listed |
| Delivery fees for equipment shipped to Service Personnel outside metro-Manila |
Annexure 3 – Invoicing
The Monthly Invoice will consist of the following:
| Item | Notes | Payment Term |
|---|---|---|
| 1 monthly fixed Services Fees | One month in advance | 7 days |
| 1.25× monthly base salary | One month in advance | 7 days |
| Adjustments: Customer approved overtime/bonuses, salary payments to Service Personnel, Customer approved salary changes | One month in arrears | 7 days |
| Onboarding fee as per Annexure 4 | One-off for new employees | 7 days |
| Additional costs, deposits, accruals and expenses as agreed | Per occurrence | 7 days |
The Fees will be calculated based on the exchange rate of one unit (USD, EUR, GBP, AUD, etc.) of the Customer’s local currency to PHP, as obtained by CAN at the time of invoice processing. To account for international transaction fees, the exchange rate will be adjusted by reducing 0.05 PHP. The period covered by the CAN invoice(s) may span up to 60 days, and the exchange rate applied at the time of invoice processing is a fair representation of a hedged rate for that period.
Redundancy Accrual
Pursuant to applicable law, Service Personnel are entitled to redundancy pay equivalent to one (1) month of their base wage for each year of service. To ensure compliance with this legal requirement, the following process shall govern the accrual and utilisation of redundancy pay:
- On the twelfth month of each Service Personnel’s employment, and at each subsequent twelve-month interval, CAN will invoice the Customer an amount equal to four (4) weeks of the relevant Service Personnel’s base wage. This amount constitutes the Redundancy Accrual and is intended to cover redundancy costs should the Customer fail to pay the invoices as stipulated in this Agreement.
- Upon expiry of this Agreement or lawful termination/resignation of the Service Personnel, CAN will refund the Redundancy Accrual amount to the Customer within 45 days less any amounts owed to CAN under this Agreement.
- In cases where redundancy payments are required, CAN will offset the Redundancy Accrual against the final payments owing to the Service Personnel, and any over-accrued redundancy funds will be refunded to the Customer as soon as possible.
Annexure 4 – Fees
Fees under this Agreement are detailed in this Annexure 4, and are stated exclusive of tax. Currency conversions are calculated at 35 PHP to $1 AUD for example purposes; actual rates may vary and should be checked by the Customer.
Service Personnel Employment Costs
This section details the monthly wages, entitlements, and allowances for all full-time Service Personnel:
- Service Personnel costs are directly passed to the Customer without any mark-up from CAN and are non-refundable.
- Part-time and freelance Service Personnel receive reduced entitlements and allowances.
- Changes in DOLE law may alter Service Personnel costs, which will be passed on to the Customer.
| Item | Details |
|---|---|
| Monthly Salary | Wages paid to the employees |
| Base Salary | Monthly salary of each Service Personnel – Approved in writing by the Customer prior to employment offer – Adjusted any time at the Customer’s discretion or during annual performance reviews – Cannot breach DOLE laws, as advised by CAN |
| 13th Month Pay | Government-mandated benefit – Accrued monthly at 1/12th of annual Base Salary – Paid annually in November or pro-rata for the year to departing Service Personnel |
| Entitlements | Mandated entitlements and employee benefits |
| Statutory Benefits | Government-mandated benefits: SSS (Social Security System), Phil Health (Government Healthcare), HDMF (Home and Development Mutual Fund) – Calculated relative to Base Salary and as defined by DOLE |
| Team fund | Wellbeing services, team building and professional development |
| Health Insurance and Life/AD&D Insurance | HMO/Life insurance is a benefit provided by valued employers in the Philippines – Commences on employment and charged in advance biannually thereafter – After 12 months service, one dependant is added at additional cost to the Customer – Subject to annual premium adjustments |
| Overtime | Employees will be paid overtime for extended hours or work on DOLE-mandated holidays, subject to customer approval. |
Leave Allowances
Available upon completion of probation/regularisation:
| Leave Type | Days | Notes |
|---|---|---|
| Annual Leave | 12 | Unused leave balances higher than 6 days expire each calendar year |
| Sick Leave | 12 | Unused sick leave is paid out quarterly |
| Bereavement Leave | 3 | Expires each calendar year |
| Emergency Leave | 5 | Expires each calendar year |
| Maternity Leave | 105 | Available for full-time employees. Subsidised by SSS with remainder paid by the Customer |
| Paternity Leave | 7 | Available for full-time employees |
Separation Entitlements
Upon termination of Service Personnel, the Customer will pay the below entitlements:
| Separation Type | Notes |
|---|---|
| Performance | Requires adequate reviews and warnings to terminate in accordance with DOLE laws. Payout obligations: 30 days’ notice period, plus annual leave balance and entitlements. |
| Terminable Offences | For major offences, stealing, insubordination, etc per the employee handbook and/or DOLE law. Payout obligations: No notice period, plus annual leave balance and entitlements. |
| Redundancy | Payout obligations: 30 days’ notice period, plus annual leave balance and entitlements. Plus at least one month’s salary or one month’s salary per year of service, whichever is higher. |
Services Fees
This section details the fees for the services, deliverables and facilities outlined in Annexure 1 of this Agreement.
All figures below are GST Exclusive.
| Location | Details | Monthly price per employee (PHP) | Monthly price per employee (AUD est.) |
|---|---|---|---|
| Office Setup | Per Service Personnel using office facilities full time | 42,000 | $1,200 |
| Flexi Setup | Attending offices less than 12 days per month | 26,250 | $750 |
| Home Setup | Attending offices less than 4 hours per month | 20,020 | $572 |
- Reductions in Service Personnel require thirty (30) days’ notice.
- At the start of each billable month, the Fees amount will be determined. New Service Personnel who join during the month will be charged at a pro-rata rate. Service Personnel who leave during a billable month will be charged for the full month.
- Changes to Fees cannot be backdated prior to the receipt of the Customer’s written request.
- Office Based:
- Permanent desks are provided to Office-Based Service Personnel. Flexi rates are not applied if attendance falls below 12 days in a calendar month.
- A minimum three (3) months’ notice is required for any change of location from Office-Based to Flexi/Home, subject to approval.
- If the office becomes inaccessible due to a natural disaster, Fees will not be charged for the days of unavailability. Fees will be pro-rated until Service Personnel establish a remote work setup or return to the office. CAN may arrange emergency accommodation, the costs of which are excluded from standard fees, seeking prior approval from the Customer.
- Flexi/Home:
- For Flexi setup, office days attended per calendar month are calculated based on biometric security logs. If attendance is ≥ 12 days in any month, the full Office Setup rate will be invoiced. Logs are available upon request.
- There is no reduction of Fees for Flexi or Home setups during office or home outages due to factors beyond the reasonable control of CAN.
- If the home internet performance is unsuitable for work purposes, the Customer is responsible for upgrade fees upon written approval.
Onboarding Fees
Detailed in this section are the one-off fees related to recruitment and induction.
| Item | PHP | AUD (est.) | Notes |
|---|---|---|---|
| Onboarding/Recruitment fee | PHP 24,500 | $700 | Per Service Personnel |
- The onboarding fee is inclusive of all hiring costs:
- Recruitment services – including advertising/screening and letter of employment offer.
- Induction of Service Personnel into the HR, Payroll and biometric systems.
- IT setup services – including one-off setup of customer specific software.
- In the event that the Service Personnel voluntarily resigns from CAN or is terminated within one hundred and eighty (180) calendar days of their commencement date, a new search will be initiated at no charge to the Customer.
- Once the Service Personnel signs an employment contract, CAN will include the onboarding fee on the next invoice cycle.
- The Onboarding Fee is not charged for client referrals or transfer of existing client employees/contractors to CAN.
Discretionary Costs
The following additional items are available for a fee, and subject to the written approval of the Customer:
| Item | Notes |
|---|---|
| Upgrade from Desktop to Laptop | PHP 2,000 per month |
| Additional Monitors | PHP 6,000 one-off fee per unit. Non-refundable |
| Printing costs | 50 pages free. Additional pages: PHP 5 monochrome / PHP 10 colour |
| Visa and travel insurance for travel overseas | Price on request per Service Personnel |
| Employee background checks (Police, social security, etc) | Price on request per Service Personnel |
Late Payment Fee
Subject to clause 3.5, a Late Payment Fee of $30 will be charged per calendar day until the overdue invoice is paid in full.
