Client Terms & Conditions

In this Agreement, capitalized terms have the following meanings:

“Buyout” the process described in Section 8 by which Client may, after the Buyout Eligibility Date, engage a Team Member directly upon payment of the Buyout Fee.

“Buyout Eligibility Date” the date on which a Team Member has completed twenty-four (24) consecutive months of Placement with Client under this Agreement.

“Buyout Fee” the fee set out in Section 8.4 and Schedule B.

“Billing Date” for each Placement, the Placement Start Date and the same calendar day of each month thereafter (or the last day of the month where that day does not occur), as described in Section 4.3.

“Business Day” Monday through Friday, excluding statutory public holidays in the Province of Ontario and in the Republic of the Philippines.

“Business Hours” 8:00 a.m. to 6:00 p.m. Eastern Time on Business Days, or such other window as is specified in the Order Form.

“Candidate Approval” Client’s written or electronic confirmation (including by email or e-signature) that it accepts a specific candidate for Placement.

“Client Materials” all data, content, credentials, accounts, systems, documents, customer information and other materials that Client provides or makes accessible to MyHire or a Team Member.

“Confidential Information” has the meaning given in Section 10.

“Data Privacy Law” the Philippine Data Privacy Act of 2012 (Republic Act No. 10173), its implementing rules and regulations, and the issuances of the National Privacy Commission, as amended from time to time.

“Department Bundle” an engagement of three (3) or more Team Members under a single Order Form at the bundled pricing described in Section 3.7 and Schedule A.

“Recruitment Fee” the one-time fee of USD $500 per requested Team Member described in Section 4.2.

“Employer Entity” MyPortal Virtual Assistants Corp., a corporation organized under the laws of the Republic of the Philippines and an affiliate of MyHire, which is the sole legal employer of every Team Member.

“Match Guarantee” the rematch and replacement commitments described in Sections 6.1 to 6.6. The Match Guarantee and the Safe Start refund in Section 4.2 together form the “Safe Start” half of the ROVA Promise.

“Minimum Term” for each Placement, three (3) months from the Placement Start Date, or the longer minimum commitment applicable to a Department Bundle under Section 3.7, whichever is longer.

“Monthly Retainer” the recurring monthly fee payable per Team Member, as set out in Schedule A or the Order Form.

“Notice Period” ninety (90) days from the date on which written notice of termination is received by the other party, as described in Section 5.

“Operator” a Team Member tier requiring a minimum of three (3) years of verified relevant professional experience.

“Order Form” a written order, proposal, quote or statement of work signed or electronically accepted by Client that references these Terms and specifies the role(s), tier(s), fees, schedule and any special terms.

“Placement” the assignment of a specific Team Member to work exclusively for Client on a full-time basis under this Agreement.

“Placement Start Date” the first day on which a Team Member commences work for Client.

“Restricted Period” the Term of this Agreement plus eighteen (18) months following the later of (i) termination of this Agreement or (ii) the end of the last Placement, as described in Section 8.1.

“Return on VA” or “ROVA” for a Placement, the number calculated under Section 6.9.

“ROVA Map” the written schedule, agreed and signed off by Client under Section 6.8, listing the tasks to be handed over to a Team Member, the estimated monthly hours for each task, and the agreed hourly value.

“ROVA Promise” the Safe Start and Sure Return commitments described in Sections 4.2 and 6, marketed together as “The ROVA Promise: Safe Start, Sure Return”.

“ROVA Review” the written review of a Placement’s Return on VA delivered by MyHire under Section 6.10.

“Safe Start” the Recruitment Fee refund in Section 4.2 and the Match Guarantee in Sections 6.1 to 6.6.

“Senior Operator” a Team Member tier requiring a minimum of five (5) years of verified relevant professional experience together with a named specialty.

“Services” the recruitment, placement, employment, supervision, human resources administration, facilities, equipment, reporting and account-management services described in Section 3.

“Sure Return” the commitment described in Sections 6.7 to 6.15 allowing Client to end a Placement without a Notice Period or redeployment contribution where the Return on VA is below 1.0 at the ROVA Review.

“Team Member” an individual employed by the Employer Entity and placed with Client under this Agreement (also referred to in MyHire materials as a “VA” or “virtual assistant”).

“VA Manager” the MyHire personnel designated as Client’s primary point of contact for escalation, performance and relationship management.

“Work Product” all deliverables, documents, designs, code, content, campaigns, reports, data and other materials created by a Team Member for Client in the course of a Placement.

2.1 Contracting party. MyPortal Marketing Inc. is the sole party contracting with Client and the sole party invoicing Client under this Agreement. All payments are made to MyPortal Marketing Inc. in United States dollars unless the Order Form states otherwise.

2.2 Employer Entity. Every Team Member is employed by the Employer Entity in the Republic of the Philippines. The Employer Entity is solely responsible for the Team Member’s wages, statutory benefits and contributions, payroll and withholding taxes, leave entitlements, workplace policies, discipline, termination and all other obligations of an employer under Philippine law. MyHire shall cause the Employer Entity to comply with those obligations.

2.3 No employment relationship with Client. Nothing in this Agreement, and no conduct of the parties, creates an employment, joint-employment, co-employment, agency, partnership or joint-venture relationship between Client and any Team Member or between Client and the Employer Entity. Client is not, and shall not become, the employer of record of any Team Member in any jurisdiction. Client shall not (a) pay wages, bonuses, benefits or any other compensation directly to a Team Member, (b) offer employment, contractor status, equity or benefits to a Team Member, or (c) hold itself out to any government authority or third party as the employer of a Team Member.

2.4 Co-managed model. The parties allocate responsibilities as follows, and as further set out in Schedule C:

(a) MyHire is responsible for recruitment, screening, employment, compensation, human-resources administration, attendance monitoring, discipline, performance management processes, replacement, facilities, equipment, information-security controls and legal compliance relating to the Team Member’s employment.

(b) Client may communicate the business objectives, required deliverables, deadlines, customer requirements, technical specifications, role-related priorities and reasonable output or quality standards applicable to the Services.

Client’s instructions shall concern the results and business requirements of the Services and shall not determine the Team Member’s employment conditions or unnecessarily control the manner and means by which the Team Member performs the work. Client shall not directly impose disciplinary measures, approve or deny leave, alter compensation, require unauthorized overtime, change the Team Member’s employment status, or determine whether the Team Member is regularized or terminated.

(c) MyHire and the Employer Entity retain exclusive authority over recruitment, hiring, employment status, compensation, benefits, attendance administration, leave approval, performance evaluation for employment purposes, coaching, warnings, discipline, suspension, reassignment, redeployment and termination.

Client may submit operational feedback, performance information and requests concerning a Team Member to the VA Manager. Such information shall be treated as input to MyHire’s employment-management process. Client shall not issue a warning, suspension, termination instruction or other employment sanction directly to the Team Member.

2.5 Independent parties. MyHire and Client are independent contracting parties. Neither party has authority to bind the other.

3.1 Placement process (the Surround Method)

3.1.1 Match. MyHire sources and screens candidates for the role described in the Order Form. Screening includes role-specific skills testing, verification of a minimum of three (3) years of relevant experience for Operators and five (5) years for Senior Operators, a DISC behavioural assessment, and an English-proficiency interview. Each Team Member must also provide a current National Bureau of Investigation (NBI) clearance before the Placement Start Date. MyHire presents one or more shortlisted candidates; Client may interview them and shall provide Candidate Approval for the candidate it selects. MyHire shall not commence a Placement without Candidate Approval.

3.1.2 Place. MyHire determines, in its discretion and based on the role, the client requirements and the Team Member’s verified capability, whether a Team Member works from a MyHire-controlled office facility in Cebu, Philippines (currently Oakridge Business Park), from an approved remote location, or on a hybrid basis. Not every Team Member is office-based; MyHire selects the arrangement that best serves the Placement and may change it on notice to Client. The work arrangement does not alter MyHire’s management of the Team Member, the Surround Method, or the technology and security controls in Section 11: in every arrangement the Team Member works only on equipment that meets MyHire’s standards (MyHire-issued or an approved personal device meeting MyHire’s minimum hardware, primary-internet and backup-internet and backup-power specifications), runs MyHire’s time-tracking and activity-monitoring software (currently Time Doctor, including periodic screenshots) during all scheduled hours, accesses Client systems only through MyHire’s corporate credential vault, and executes a confidentiality and intellectual-property agreement with the Employer Entity before the Placement Start Date.

3.1.3 Surround. For the first ninety (90) days of each Placement a designated VA Manager is embedded in the engagement and provides onboarding support, a written weekly status report (the “Friday Report”), a thirty (30) day review and a ninety (90) day review with Client. Thereafter the VA Manager remains Client’s escalation point for the duration of the Placement.

3.2 Tiers and role designations

3.2.1 Team Members are engaged at either the Operator tier or the Senior Operator tier as specified in the Order Form. MyHire may designate certain roles as available only at the Senior Operator tier. As of the Effective Date those roles are GoHighLevel specialists and web developers. MyHire may update this designation for future Placements on written notice.

3.2.2 A material change to the role, seniority, tool stack or responsibilities described in the Order Form requires the written agreement of both parties and may require re-tiering of the Monthly Retainer or a new match under Section 3.1.

3.3 Hours, schedule and exclusivity

3.3.1 Each Placement is full-time and dedicated exclusively to Client during scheduled hours. Standard hours are forty (40) hours per week, scheduled as eight (8) hours per day over five (5) days within the working window stated in the Order Form and aligned to Client’s time zone. Consistent with Philippine law, each eight-hour shift includes two paid fifteen-minute rest breaks and excludes a one-hour unpaid meal break. Night-shift differential, rest-day and holiday premiums payable to the Team Member under Philippine law are borne by MyHire and are included in the Monthly Retainer.

3.3.2 Overtime and bonuses. Client shall not arrange overtime or pay a bonus directly with a Team Member. Any request for overtime, weekend or holiday work, or any discretionary bonus Client wishes to award, must be submitted to the VA Manager, who will determine whether it is approved and the amount payable to the Team Member (for overtime, at no less than the rates required by Philippine law). MyHire invoices Client for the approved amount plus a five percent (5%) payment-processing fee, and pays the approved amount to the Team Member in full through the Employer Entity’s payroll. Approved overtime is validated against the Team Member’s activity logs before it is invoiced.

3.3.3 Leave and holidays. Team Members are entitled to the leave set out in the Employer Entity’s Employee Handbook, currently: ten (10) days of paid annual leave per fiscal year (May 1 to April 30), earned once the Team Member completes probation (up to six months) and pro-rated in the first year, increasing by one day for each further year of service to a maximum of fifteen (15) days; five (5) days of paid bereavement leave; and statutory leaves required by Philippine law (including maternity and paternity leave). Team Members observe the public holidays of Client’s country (United States or Canada, as applicable) together with December 24 and December 31 as paid days off, and are expected to work on most Philippine public holidays so that Client’s coverage is uninterrupted. Planned leave requires the Team Member to submit the request to both Client and the VA Manager at least two (2) weeks in advance. Leave is approved by the Employer Entity, which will take Client’s coverage needs into account; Client may raise any scheduling concern with the VA Manager but does not approve or deny leave. The Monthly Retainer is not reduced for leave taken within these entitlements or for observed holidays.

3.3.4 Excess-leave credit. If a Team Member is absent for more days in a fiscal year than the paid leave entitlement in Section 3.3.3 (excluding statutory leaves MyHire is required by law to grant and periods covered by Section 5.8 or Section 17), Client receives a credit on its next invoice for the excess absence, calculated as follows: the Team Member’s Monthly Retainer divided by thirty (30) gives the Daily Rate; the Daily Rate divided by eight (8) gives the Hourly Rate; the credit equals the Hourly Rate multiplied by the excess hours of absence (a full day being eight (8) hours). By way of example, two excess days for an Operator equal sixteen (16) hours at an Hourly Rate of USD $8.31, a credit of USD $133.00. No credit, deduction or reduction under this Section shall be applied to statutory leave, protected leave, approved leave required by law, or any period during which the Team Member is legally entitled to be absent. Any invoice credit is solely an allocation of commercial fees between MyHire and Client and shall not reduce the Team Member’s wages or statutory benefits.

3.4 Time tracking and reporting

3.4.1 Team Member working time is tracked using MyHire’s time-tracking and activity-monitoring platform (currently Time Doctor), which records application and website activity and periodic screenshots during scheduled hours. MyHire provides Client with a curated monthly summary report of hours and activity. Direct access to the raw time-tracking portal is not included unless specified in the Order Form.

3.4.2 Time-tracking data is used for attendance, payroll and service assurance and is treated as Confidential Information of MyHire and personal information of the Team Member.

3.5 Client-facing work

3.5.1 Where the Order Form so provides, a Team Member may communicate with Client’s own customers, vendors or partners in the course of the role. Client determines how the Team Member is introduced and represented to those third parties, remains fully responsible for its own customer relationships and contractual obligations, and shall not represent the Team Member as Client’s employee in any manner that creates a legal or regulatory obligation for Client or MyHire.

3.6 Optional add-ons

3.6.1 Client may add optional services specified in the Order Form or Schedule A, including the AI Fluency Bolt-On (approximately USD $300 per Team Member per month) and VoIP telephony. Add-ons are billed with the Monthly Retainer and may be cancelled on thirty (30) days’ written notice.

3.7 Department Bundles

3.7.1 Client may engage Team Members as a Department Bundle at the discounted Monthly Retainer set out in Schedule A. Department Bundles carry the following minimum commitments, which replace the three (3) month Minimum Term for Placements within the bundle: Dept-3 (three Team Members), three (3) months; Dept-5 (five Team Members), six (6) months; Dept-10 (ten Team Members), twelve (12) months.

3.7.2 Bundle pricing is conditional on Client maintaining the bundled headcount. If Client reduces headcount below a bundle threshold by its own election, the Monthly Retainer for the remaining Team Members reverts to the next applicable tier (or the standard rate) from the start of the next billing cycle. Reductions within the applicable bundle minimum commitment remain subject to Section 5.2, except where a Placement ends under Section 6.11 (Sure Return), in which case the remaining Team Members are repriced under this Section 3.7.2 and no other charge applies.

4.1 Monthly Retainer. Client shall pay the Monthly Retainer for each Team Member as set out in Schedule A or the Order Form. As of the Effective Date the standard Monthly Retainer is USD $1,995 per Operator and USD $2,595 per Senior Operator, before any Department Bundle discount.

4.2 Recruitment Fee (Safe Start). To commence sourcing, Client shall pay a one-time Recruitment Fee of USD $500 for each requested Team Member. The Recruitment Fee is refundable in full if, within thirty (30) days after the later of MyHire’s receipt of the Recruitment Fee, a complete role brief and Client’s attendance at the briefing call, Client has not given Candidate Approval for any candidate presented by MyHire. This refund applies only if Client has (a) attended the briefing call; (b) attended every interview scheduled with it, or rescheduled it at least one (1) Business Day in advance; and (c) given feedback on each presented candidate within two (2) Business Days. If Client changes the role, tier or requirements after sourcing has begun, the thirty (30) day period restarts from the date of the change. Client must request the refund in writing within ten (10) Business Days after the end of the thirty (30) day period. The refund is Client’s sole remedy where no candidate is approved. The Recruitment Fee becomes non-refundable upon Candidate Approval and is not applied against the Monthly Retainer.

4.3 Billing and payment. The first Monthly Retainer for each Placement is due and charged on the Placement Start Date. Each subsequent Monthly Retainer is due and charged in advance on the Billing Date, being the same calendar day of each following month. Client shall keep a valid credit card or other approved payment method on file with MyHire’s payment processor (currently Stripe) and authorizes MyHire to charge the Monthly Retainer, approved overtime and bonus amounts under Section 3.3.2, add-ons, and any other amounts due under this Agreement to that payment method on the Billing Date without further authorization. If a charge is declined or a payment method is not on file, MyHire will issue an invoice, which is payable within seven (7) days of the invoice date; an amount is overdue if unpaid at the end of that period.

4.4 Late payment. Overdue amounts bear interest from the due date until paid at the rate of two percent (2%) per month, being twenty-four percent (24%) per annum (an effective annual rate of 26.82% when compounded monthly), calculated and compounded monthly, or, if lower, the maximum rate permitted by applicable law. If any amount remains unpaid ten (10) days after written notice, MyHire may suspend the Services (including instructing the Team Member to stop work) until payment is received. Suspension does not relieve Client of its payment obligations, and the Monthly Retainer continues to accrue during suspension.

4.5 Taxes. Fees are exclusive of all sales, use, value-added, goods-and-services, harmonized and similar taxes. Where Client is resident in Canada, MyHire will add GST or HST at the rate applicable to Client’s province and remit it to the Canada Revenue Agency. Where Client is not resident in Canada and is not registered for GST/HST, MyHire treats the Services as a zero-rated export and adds no Canadian tax; Client shall provide MyHire with its business address and such other evidence of non-residence as MyHire reasonably requests. Client is responsible for any sales, use or similar tax imposed by its own state, province or country on its purchase of the Services. Because the Services are performed outside the United States, payments by a U.S. Client are not subject to U.S. withholding tax; MyHire will provide a completed IRS Form W-8BEN-E on request, and Client shall not withhold any amount from a payment. If a law nonetheless requires Client to withhold, the amount payable shall be increased so that MyHire receives the full invoiced amount net of withholding.

4.6 Price adjustments. MyHire may adjust the Monthly Retainer for any Placement not more than once in any twelve (12) month period on at least sixty (60) days’ written notice. No single adjustment shall exceed twenty percent (20%) of the Monthly Retainer then in effect, and no adjustment takes effect during a Minimum Term.

4.7 Client-specific costs. Software licences, paid tools, subscriptions and any equipment beyond MyHire’s standard workstation that Client requires for the role are Client’s responsibility, either by direct provision or by reimbursement at cost.

5.1 Term. This Agreement commences on the Effective Date of the first Order Form and continues until every Placement has ended and all amounts due have been paid, unless terminated earlier in accordance with this Section 5.

5.2 Minimum Term. Each Placement is subject to a Minimum Term. Client may not terminate a Placement for convenience so as to take effect before the end of its Minimum Term. If Client ends, abandons or repudiates a Placement before the end of the Minimum Term, the Monthly Retainer for the unexpired balance of the Minimum Term becomes immediately due and payable as a genuine pre-estimate of MyHire’s loss and not as a penalty. This Section does not apply to a Placement ended under Section 6.11 (Sure Return).

5.3 Continuation. After the Minimum Term, each Placement continues on a month-to-month basis until terminated in accordance with this Section 5.

5.4 Termination for convenience by Client (the 90-day exit). Client may terminate any Placement, or this Agreement in its entirety, for any reason by giving MyHire ninety (90) days’ written notice. Notice may be given at any time, including during the Minimum Term, provided that the termination shall not take effect earlier than the last day of the Minimum Term. During the Notice Period:

(a) the Monthly Retainer continues to be invoiced and is payable in full;

(b) the Team Member continues to work for Client and MyHire continues to provide the Services, unless Client elects in writing to release the Team Member from active duties earlier, in which case the Monthly Retainer remains payable through the end of the Notice Period; and

(c) MyHire will use commercially reasonable efforts to redeploy the Team Member to another engagement with effect from the end of the Notice Period.

5.5 Redeployment contribution. If, despite commercially reasonable efforts, MyHire is unable to redeploy the Team Member to another engagement by the end of the Notice Period, Client shall pay a one-time redeployment contribution equal to one (1) Monthly Retainer for that Team Member, invoiced on the last day of the Notice Period.

5.6 Termination by MyHire. MyHire may terminate any Placement or this Agreement:

(a) for convenience, on ninety (90) days’ written notice, in which case MyHire will refund any prepaid Monthly Retainer for the period after the effective date of termination;

(b) immediately on written notice if Client fails to pay any amount within fifteen (15) days after written notice of non-payment;

(c) immediately on written notice if Client commits a material breach of this Agreement that is not capable of cure or, if capable of cure, is not cured within ten (10) days after written notice;

(d) immediately on written notice if Client or its personnel harass, abuse, discriminate against or otherwise mistreat a Team Member, direct a Team Member to perform any unlawful act, or breach Section 8; or

(e) immediately on written notice if Client becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, receivership or similar proceedings.

5.7 Termination by Client for cause. Client may terminate a Placement on written notice if MyHire commits a material breach of this Agreement with respect to that Placement and fails to cure it within thirty (30) days after receiving written notice describing the breach in reasonable detail. In that event Client’s remedy is a refund of any prepaid, unused Monthly Retainer for the affected Team Member, and the Minimum Term and Notice Period shall not apply to that Placement.

5.8 Team Member unavailability. The resignation, extended absence, incapacity or termination of employment of a Team Member is not a breach of this Agreement by MyHire. In those circumstances the Match Guarantee in Section 6 applies, and the Monthly Retainer is paused for any period during which no Team Member is providing services to Client, from the first uncovered Business Day until a replacement Team Member starts, with any prepaid amount for that period credited against the next invoice. This Section does not apply to absences within the leave entitlements in Section 3.3.3, which are addressed under Section 3.3.4.

5.9 Effect of termination. On the effective date of termination of a Placement: (a) MyHire shall revoke the Team Member’s access to Client systems and return or securely delete Client Materials in its possession, subject to routine backups and legal retention requirements; (b) all Work Product completed and paid for shall be delivered to Client; (c) all amounts accrued or payable through the end of the Notice Period (or Minimum Term, if applicable) become due; (d) Sections 1, 2.2, 2.3, 4, 5.9, 8, 10, 11, 12, 13, 14, 15, 18 and 19 survive; and (e) MyHire shall not require a Team Member to resign, waive statutory rights or accept a shortened employment term as a condition of termination, redeployment or transition.

5.10 Sure Return exit. Where Client ends a Placement under Section 6.11, Sections 5.2, 5.4 and 5.5 and Section 5.9(c) (as it relates to the Notice Period or Minimum Term) do not apply to that Placement, and amounts are payable only as set out in Section 6.11.

Safe Start: the Match Guarantee

6.1 Thirty-day rematch. If, within thirty (30) days after the Placement Start Date, Client determines in good faith that the Team Member is not a suitable fit for the role, Client may request a rematch by written notice to the VA Manager. MyHire shall source and present replacement candidates at no additional Recruitment Fee. The Monthly Retainer accrues only for days on which a Team Member is actively placed with Client. If the departing Team Member leaves the Placement before the replacement Team Member starts, the Monthly Retainer is paused from the departing Team Member’s last working day until the replacement’s Placement Start Date, any prepaid amount for that period is credited against the next invoice, and the replacement’s Placement Start Date becomes the new Billing Date.

6.2 Six-month replacement. If, within six (6) months after the original Placement Start Date, a Team Member resigns, is terminated by the Employer Entity, or is removed from the Placement by MyHire for performance or conduct, MyHire shall provide a replacement Team Member at no additional Recruitment Fee.

6.3 Replacement timing. MyHire targets presenting replacement candidates within ten (10) Business Days after a rematch or replacement request, and the VA Manager will manage the transition and knowledge transfer. The Minimum Term for the Placement continues to run from the original Placement Start Date and is not reset by a replacement. The thirty (30) day rematch window in Section 6.1 restarts for each replacement Team Member; the six (6) month window in Section 6.2 does not.

6.4 Conditions. The Match Guarantee is conditional on Client having (a) paid all amounts due; (b) provided the Team Member with reasonable onboarding, work direction, tools and access consistent with the Order Form; (c) participated in the thirty (30) day review; (d) raised performance concerns with the VA Manager promptly as they arose; and (e) not materially changed the role from that described in the Order Form.

6.5 Exclusions. The Match Guarantee does not apply where the need for replacement arises from a change in Client’s business or staffing requirements, a change in role scope initiated by Client, Client’s failure to provide access or tools, conduct by Client or its personnel toward the Team Member, or a Force Majeure Event.

6.6 Sole remedy. The Match Guarantee and Sure Return are Client’s sole and exclusive remedies in respect of the suitability, fit, performance or value of any Team Member.

Sure Return: the Return on VA commitment

6.7 Sure Return. If a Placement’s Return on VA is below 1.0 at the ROVA Review, Client may end that Placement without a Notice Period, Minimum Term charge or redeployment contribution, on the terms and conditions of Sections 6.7 to 6.15. Sure Return measures time handed over at the agreed hourly value. It is not a warranty of revenue, profit, client outcomes or any other business result.

6.8 ROVA Map. Within seven (7) Business Days after the briefing call for a Placement, MyHire and Client shall agree a ROVA Map. The agreed hourly value is Client’s annual salary for the person who performed the tasks divided by 2,080, or that person’s standard billable hourly rate, as Client elects in the ROVA Map. Client signs off the ROVA Map in writing (email is sufficient). Client may update the ROVA Map only with the written agreement of the VA Manager.

6.9 Calculation. Return on VA equals (a) the hours the Team Member records in MyHire’s time-tracking platform against the tasks in the ROVA Map during days sixty-one (61) to ninety (90) of the Placement, multiplied by (b) the agreed hourly value, divided by (c) the Monthly Retainer for that Placement. Days of approved leave, statutory holidays, unavailability under Section 5.8 and downtime caused by Client are excluded, and the hours in (a) are adjusted pro rata to the days on which the Team Member was available.

6.10 ROVA Review. Within five (5) Business Days after day ninety (90) of a Placement, MyHire shall deliver the ROVA Review to Client in writing, showing the hours recorded, the agreed hourly value, the Monthly Retainer and the resulting Return on VA, and shall offer a review meeting. MyHire’s calculation, made in good faith from the time-tracking data and the signed ROVA Map, is final and binding absent manifest error. Any disagreement is subject to Section 18.2.

6.11 Walk away free. If the Return on VA in the ROVA Review is below 1.0, and the conditions in Section 6.12 are met, Client may end the Placement by written notice to the VA Manager given within ten (10) Business Days after delivery of the ROVA Review. The Placement ends on the date stated in Client’s notice, which must be no later than thirty (30) days after delivery of the ROVA Review. In that case:

(a) the Notice Period under Section 5.4, any Minimum Term charge under Section 5.2 and the redeployment contribution under Section 5.5 are waived for that Placement;

(b) Client pays the Monthly Retainer only for days up to and including the end date, calculated at the Monthly Retainer divided by thirty (30) per day, and any prepaid amount for days after the end date is credited or refunded to Client within thirty (30) days;

(c) the Recruitment Fee and Monthly Retainer for days already worked are not refundable; and

(d) Sections 5.9(a), (b), (d) and (e) apply to the end of the Placement.

6.12 Client conditions. Sure Return applies only if Client has: (a) signed off the ROVA Map within seven (7) Business Days after the briefing call; (b) assigned all tasks in the ROVA Map to the Team Member by day fourteen (14) of the Placement; (c) provided the access, logins and tools the role requires within five (5) Business Days after the Placement Start Date; (d) given the Team Member work direction and feedback, with at least one check-in each week; (e) attended the thirty (30) day review and the ROVA Review meeting, or rescheduled either within five (5) Business Days; (f) raised any concern about the Team Member’s value, fit or workload with the VA Manager in writing before day sixty (60) of the Placement; and (g) paid all amounts due when due.

6.13 When Sure Return does not apply. Client may not end a Placement under Section 6.11 where: (a) the Return on VA is 1.0 or higher; (b) any condition in Section 6.12 has not been met; (c) Client changed the tasks in the ROVA Map without the VA Manager’s written agreement, or directed the Team Member to spend material time on work outside the ROVA Map; (d) the Team Member lacked access or tools the role requires for reasons within Client’s control; (e) the written notice is given after the ten (10) Business Day period in Section 6.11; (f) the Placement is already subject to a notice of termination, a Buyout or termination by either party; (g) Client is in breach of this Agreement, including Section 8; or (h) Sure Return has already been exercised for that Placement.

6.14 Replacements and bundles. If a Team Member is replaced under Section 6.1 or 6.2 before the ROVA Review, the ninety (90) day period restarts from the replacement Team Member’s Placement Start Date, using the same ROVA Map unless the VA Manager agrees an update. Sure Return applies Placement by Placement, including within a Department Bundle; if a Placement ended under Section 6.11 reduces headcount below a bundle threshold, Section 3.7.2 applies to the remaining Team Members.

6.15 Once per Placement. Sure Return may be exercised once for each Placement. It does not apply to a Placement that has already passed its ROVA Review without Client giving notice under Section 6.11, and it does not affect the Match Guarantee, which continues to apply in accordance with its terms.

7.1 Commitment. The 20-4-24 Rule is the response standard MyHire holds itself and every Team Member to. For any communication from Client to a Team Member, and for any issue Client escalates to the VA Manager through MyHire’s designated escalation channel, in each case during Business Hours, the standard is: (a) acknowledgement within twenty (20) minutes; (b) a written status update or action plan within four (4) hours; and (c) resolution, or an agreed written remediation path, within twenty-four (24) hours.

7.2 Timing. Escalations raised outside Business Hours are deemed received at the start of the next Business Day. Time periods are measured from deemed receipt.

7.3 Verification. MyHire tests adherence to the 20-4-24 Rule across its team every week through unannounced internal checks. Those checks are conducted on a sampling basis across MyHire’s workforce; MyHire does not represent that Client’s particular Team Member will be tested in any given week, and will share its testing methodology with Client on request.

7.4 Nature of the standard. The 20-4-24 Rule is a service standard MyHire stands behind and manages to, not a guarantee, and no service credit, refund or other financial remedy attaches to a missed response time. If Client believes the standard is being missed repeatedly, Client may request a formal service review with MyHire’s Director of Operations, and MyHire will address the cause through the performance-management process in Section 2.4(c). The standard excludes delays caused by Client, third-party systems or a Force Majeure Event.

8.1 Non-solicitation. During the Restricted Period, Client shall not, directly or indirectly, whether on its own behalf or through any affiliate, customer, contractor, agent, other staffing provider or intermediary, solicit, recruit, hire, employ, engage or contract for the services of (a) any Team Member placed with Client, (b) any candidate presented to Client by MyHire, whether or not approved, or (c) any employee or contractor of MyHire or the Employer Entity with whom Client had contact under this Agreement, except that Client may engage a Team Member described in (a) by completing a Buyout in accordance with Sections 8.3 to 8.5. Client shall not induce or encourage any such person to leave the employment of the Employer Entity or reduce their services to MyHire.

8.2 Liquidated damages and injunctive relief. Client acknowledges that MyHire’s recruitment, screening, training and retention of Team Members represents a substantial investment and that MyHire’s loss from a breach of Section 8.1 would be difficult to quantify. If Client breaches Section 8.1, Client shall pay MyHire, as liquidated damages and not as a penalty: (a) where the Team Member has passed the Buyout Eligibility Date, the Buyout Fee that would have applied; and (b) in every other case, an amount equal to twelve (12) Monthly Retainers at the Team Member’s then-current tier. The parties agree this is a genuine pre-estimate of loss. MyHire is additionally entitled to seek injunctive or other equitable relief without the need to post a bond, and the Restricted Period is extended by any period during which Client is in breach.

8.3 Buyout eligibility. Client may request to engage a Team Member directly (as its own employee or contractor, or through a third-party employer of record of Client’s choosing) once (a) the Team Member has been continuously placed with Client for twenty-four (24) months, and (b) all amounts due under this Agreement have been paid. No Buyout is available before the Buyout Eligibility Date. No Buyout is available in respect of persons described in Section 8.1(b) or 8.1(c).

8.4 Buyout Fee. The Buyout Fee is calculated by reference to the Team Member’s Monthly Retainer in effect at the date of the Buyout request, as follows and as set out in Schedule B: (a) where the Buyout request is made during the twenty-fifth (25th) through thirty-sixth (36th) month of Placement, two (2) Monthly Retainers plus a USD $500 administration fee; (b) where made during the thirty-seventh (37th) through forty-eighth (48th) month, one (1) Monthly Retainer plus a USD $500 administration fee; and (c) where made in the forty-ninth (49th) month or later, a USD $500 administration fee only. MyHire may, in its sole discretion, waive all or part of any Buyout Fee in writing.

8.5 Buyout process. Client shall submit a written Buyout request to the VA Manager identifying the Team Member and the proposed direct-engagement start date, which shall be no earlier than thirty (30) days after the request. MyHire shall confirm eligibility and issue an invoice for the Buyout Fee together with any Monthly Retainer accrued to the transition date. Upon receipt of payment in full: (a) the restriction in Section 8.1 is released in respect of that Team Member only; (b) the Employer Entity will process the Team Member’s separation in accordance with Philippine law and the Team Member’s employment agreement, subject to the Team Member’s own consent to the new engagement, which MyHire does not and cannot compel; (c) MyHire equipment is returned and MyHire-issued credentials are revoked or transferred; and (d) Client assumes sole responsibility for engaging the Team Member in compliance with all applicable laws, including any employer-of-record, tax, immigration, benefits and labour obligations in any jurisdiction, and MyHire shall have no liability of any kind in connection with the Team Member’s engagement by Client after the transition date. A completed Buyout replaces the Notice Period in Section 5.4 and the redeployment contribution in Section 5.5 for that Team Member: the Monthly Retainer is payable up to the transition date, and no further Monthly Retainer or redeployment contribution is payable for that Placement.

8.6 Reasonableness. Client acknowledges that the Restricted Period, the scope of Section 8.1 and the Buyout Fee are reasonable and no broader than necessary to protect MyHire’s legitimate business interests, and that they are shorter and lower than the prevailing terms in MyHire’s industry.

9.1 Client shall: (a) provide the Team Member with clear work direction, onboarding, documented processes where available, and timely feedback; (b) provision the system access, software licences and tools the role requires, on a least-privilege basis and only through MyHire’s credential vault; (c) treat every Team Member with dignity and respect and comply with all applicable anti-harassment and anti-discrimination laws in its interactions with Team Members; (d) not direct a Team Member to perform any act that is unlawful, that infringes third-party rights, or that breaches the terms of service of any platform; (e) not require a Team Member to use personal accounts or personal payment methods for Client work, and not require the use of any device other than one approved by MyHire under Section 3.1.2; (f) not pay any compensation, overtime, bonus, gift or benefit to a Team Member directly, but route all such amounts through the VA Manager under Section 3.3.2; (g) route any request to change a Team Member’s schedule, work location or working arrangement through the VA Manager rather than agreeing it with the Team Member directly; (h) raise performance, conduct or relationship concerns with the VA Manager promptly, and participate in the thirty (30) day and ninety (90) day reviews, including the ROVA Map and ROVA Review under Section 6; and (i) comply with all laws applicable to its business, its use of the Services and its handling of data.

9.2 Client is solely responsible for the accuracy and legality of its instructions, for its own products, services, marketing claims and customer relationships, and for its use of any Work Product.

10.1 “Confidential Information” means all non-public business, technical, financial, customer, personnel and other information disclosed by or on behalf of one party (the “Discloser”) to the other (the “Recipient”) in connection with this Agreement, in any form, that is marked confidential or that a reasonable person would understand to be confidential, including Client Materials, MyHire’s pricing, methodologies, screening processes, training materials and Team Member personal information.

10.2 The Recipient shall (a) use Confidential Information only to perform or receive the Services; (b) protect it with at least the degree of care it uses for its own confidential information and no less than reasonable care; and (c) disclose it only to its personnel, affiliates and advisers who need to know it and are bound by written confidentiality obligations no less protective than this Section. MyHire shall ensure that every Team Member is bound by a written confidentiality agreement with the Employer Entity covering Client’s Confidential Information before the Placement Start Date.

10.3 Confidential Information excludes information that (a) is or becomes public through no fault of the Recipient; (b) was known to the Recipient without restriction before disclosure; (c) is independently developed without use of the Discloser’s information; or (d) is rightfully received from a third party without restriction. A Recipient may disclose Confidential Information to the extent required by law or court order, after giving the Discloser prompt notice (where lawful) and reasonable cooperation to seek protective treatment.

10.4 These obligations continue during the Term and for three (3) years after termination, and indefinitely for trade secrets and personal information. On termination or request, the Recipient shall return or securely destroy the Discloser’s Confidential Information, subject to routine backups and legal retention requirements.

11.1 Security controls. MyHire maintains the following minimum controls for every Placement, whether the Team Member is office-based, remote or hybrid: work performed only on MyHire-issued devices or personal devices that meet MyHire’s minimum specifications and are enrolled in MyHire’s monitoring and remote-wipe controls; Client credentials stored and shared exclusively through MyHire’s corporate password vault (currently Bitwarden); NBI clearance for every Team Member; written confidentiality agreements executed before the Placement Start Date; time tracking and activity monitoring (including application and website logs and periodic screenshots) through MyHire’s productivity platform during all scheduled hours; and a clean-desk and clear-screen policy. MyHire may update these controls provided the overall level of protection is not materially reduced. Client shall not receive a copy of an NBI clearance unless the disclosure is necessary, lawful and covered by the applicable privacy notice or other lawful basis. Where possible, MyHire shall provide Client only with a confirmation that the required screening was completed.

11.2 Roles. As between the parties, Client is the owner and controller of Client Materials and of any personal information contained in them. MyHire and the Team Member act on Client’s documented instructions in processing Client Materials. Client is responsible for ensuring it has a lawful basis to collect and share any personal information with MyHire and the Team Member, for providing any required notices, and for its compliance with privacy laws applicable to its business (which may include PIPEDA, U.S. state privacy laws, the GDPR or the UK GDPR). A data processing addendum is available on request where required by law. For personal information contained in Client Materials, Client shall determine the purposes and essential means of processing and shall be responsible for the lawfulness under the Data Privacy Law of its collection and disclosure to MyHire, the Employer Entity and the Team Member.

11.3 Access hygiene. Client shall grant Team Members access to its systems on a least-privilege basis, through the MyHire credential vault, and shall not share credentials with a Team Member by any other means. Client shall promptly revoke or rotate any credential when instructed by MyHire or on termination of a Placement.

11.4 Incidents. Each party shall notify the other without undue delay, and in any event within seventy-two (72) hours, after becoming aware of any unauthorized access to or disclosure of the other party’s Confidential Information or Client Materials, and shall cooperate reasonably in investigation and remediation.

12.1 Work Product. Subject to payment of all amounts due for the relevant period, all right, title and interest in and to Work Product created by a Team Member in the course of a Placement vests in Client upon creation. MyHire shall procure, through the Team Member’s employment agreement with the Employer Entity, an assignment to MyHire of all such rights (and a waiver of moral rights to the extent permitted by law), and hereby assigns those rights to Client. MyHire shall, at Client’s reasonable request and expense, execute further documents reasonably necessary to perfect Client’s ownership.

12.2 MyHire materials. MyHire and its affiliates retain all rights in their pre-existing and independently developed materials, including recruitment and screening methodologies, the Surround Method, SOPs, training content, templates, reporting formats and know-how (“MyHire IP”). To the extent MyHire IP is incorporated into Work Product, MyHire grants Client a perpetual, non-exclusive, royalty-free licence to use it as part of that Work Product.

12.3 Client Materials. Client grants MyHire, the Employer Entity and the Team Member a limited, non-exclusive licence to use Client Materials solely to perform the Services during the Term.

13.1 MyHire warrants that (a) it has the right to enter into this Agreement; (b) the Services will be performed in a professional and workmanlike manner; (c) it will conduct the screening steps described in Section 3.1.1 for every candidate presented; (d) the Employer Entity will comply with Philippine labour law in employing Team Members; and (e) the Services and this Agreement shall not be implemented as labour-only contracting or through any prohibited employment arrangement under applicable Philippine law.

13.2 Client warrants that (a) it has the right to enter into this Agreement; (b) it has all rights necessary to provide Client Materials and to grant the licences in this Agreement; and (c) its instructions to Team Members, and its use of Work Product, will comply with applicable law.

13.3 Disclaimer. Except as expressly stated in this Agreement, the Services are provided without any other warranty, express or implied, including any implied warranties of merchantability, fitness for a particular purpose or non-infringement. MyHire does not warrant that any Team Member will achieve any particular business result, revenue, ranking, conversion or other outcome. MyHire relies in good faith on information provided by candidates and third-party verification sources and does not guarantee its completeness.

14.1 Exclusion. To the maximum extent permitted by law, neither party shall be liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost business or loss of data, arising out of or relating to this Agreement, however caused and under any theory of liability, even if advised of the possibility.

14.2 Cap. To the maximum extent permitted by law, each party’s total aggregate liability arising out of or relating to a Placement shall not exceed the total Monthly Retainers paid by Client to MyHire for that Placement in the three (3) months immediately preceding the event giving rise to the claim.

14.3 Exceptions. Sections 14.1 and 14.2 do not apply to (a) Client’s obligation to pay fees, liquidated damages or the Buyout Fee; (b) a party’s breach of Section 8 or Section 10; (c) a party’s indemnification obligations under Section 15; or (d) a party’s fraud, gross negligence or wilful misconduct.

15.1 By Client. Client shall defend, indemnify and hold harmless MyHire, the Employer Entity and their respective officers, directors, employees and Team Members from and against all third-party claims, losses, damages, fines and expenses (including reasonable legal fees) arising out of (a) Client Materials or Client’s instructions; (b) Client’s use of Work Product or the operation of Client’s business, including claims by Client’s own customers; (c) Client’s breach of Sections 2.3, 8, 9 or 11; or (d) any claim that Client is or was the employer, joint employer or co-employer of a Team Member to the extent arising from Client’s conduct in breach of this Agreement.

15.2 By MyHire. MyHire shall defend, indemnify and hold harmless Client and its officers, directors and employees from and against all third-party claims, losses, damages, fines and expenses (including reasonable legal fees) arising out of (a) any claim by a Team Member or a Philippine government authority that the Employer Entity failed to pay wages, benefits or statutory contributions or otherwise breached Philippine labour law in employing the Team Member, except to the extent caused by Client’s breach of this Agreement; or (b) MyHire’s breach of Section 10 or 11.

15.3 Procedure. The indemnified party shall give prompt written notice of any claim, allow the indemnifying party sole control of the defence and settlement (provided no settlement imposes obligations on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party’s expense.

16.1 MyHire maintains commercial general liability insurance and cyber liability insurance during the Term and will provide a certificate of insurance on Client’s written request. Client shall maintain, at its own expense, commercially reasonable insurance appropriate to its business.

17.1 Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, typhoons, earthquakes, epidemics, government orders, war, civil unrest, labour disputes not involving the affected party’s own workforce, and regional telecommunications or power failures (a “Force Majeure Event”). The affected party shall notify the other promptly and use reasonable efforts to mitigate. MyHire’s office facility and backup arrangements are intended to mitigate local outages; where a Force Majeure Event prevents a Team Member from working for more than three (3) consecutive Business Days, the Monthly Retainer is pro-rated for the additional period of unavailability. Either party may terminate an affected Placement on written notice if a Force Majeure Event continues for more than thirty (30) days.

18.1 Governing law. This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.2 Escalation. The parties shall first attempt in good faith to resolve any dispute through discussion between senior representatives within thirty (30) days after written notice of the dispute.

18.3 Arbitration. Any dispute not resolved under Section 18.2 shall be finally resolved by confidential binding arbitration before a single arbitrator in Toronto, Ontario under the Arbitration Rules of the ADR Institute of Canada, Inc., conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.

18.4 Equitable relief. Nothing in this Section prevents either party from seeking interim or injunctive relief from a court of competent jurisdiction to protect its Confidential Information or intellectual property, or to enforce Section 8.

18.5 Costs. The prevailing party in any proceeding to enforce this Agreement is entitled to recover its reasonable legal fees and costs.

19.1 Entire agreement; precedence. This Agreement (these Terms, the Schedules and each Order Form) is the entire agreement between the parties regarding its subject matter and supersedes all prior proposals, representations and understandings. In the event of conflict, an Order Form prevails over these Terms only where it expressly identifies the provision being varied; otherwise these Terms prevail over the Order Form, and the Schedules rank equally with these Terms.

19.2 Changes to these Terms. MyHire may amend these Terms on at least thirty (30) days’ written notice to Client. Amendments that materially reduce Client’s rights do not take effect for a Placement until the end of its then-current Minimum Term. Continued receipt of the Services after the effective date of an amendment constitutes acceptance.

19.3 Assignment. Client may not assign or transfer this Agreement without MyHire’s prior written consent, not to be unreasonably withheld. MyHire may assign this Agreement to an affiliate or to a successor in connection with a merger, acquisition or sale of substantially all of its relevant assets, on written notice.

19.4 Notices. Notices under this Agreement must be in writing and delivered by email with confirmation of transmission, by courier, or by registered mail to the addresses in the Order Form (for MyHire: MyPortal Marketing Inc., 20 Bay Street, 11th Floor, Toronto, Ontario M5J 2N8, Canada, Attention: Grant Gooley, by email to grant@myportalmarketing.com). Notices of termination under Section 5 must additionally be sent to the VA Manager. Notices are deemed received on the Business Day sent (if by email before 5:00 p.m. recipient’s local time), on delivery (if by courier), or five (5) Business Days after mailing.

19.5 Publicity. Client grants MyHire the right to identify Client by name, logo and trademarks as a client of MyHire in MyHire’s marketing materials, website, proposals and case studies, without further approval. Any quotation attributed to a named individual at Client requires that individual’s prior written approval.

19.6 Non-exclusivity. Nothing in this Agreement prevents MyHire from providing services to other clients, including competitors of Client, provided that each Team Member is dedicated exclusively to Client during the Placement.

19.7 Severability; waiver. If any provision is held unenforceable, it shall be enforced to the maximum extent permissible and the remainder of this Agreement remains in effect. Any restriction in Section 8 that is found to be over-broad shall be reduced to the extent necessary to make it enforceable. No waiver is effective unless in writing, and no failure or delay in exercising a right operates as a waiver.

19.8 Counterparts and electronic acceptance. This Agreement may be executed in counterparts and by electronic signature, and an Order Form accepted by electronic means (including click-through or email confirmation) is binding.

19.9 Language and currency. This Agreement is drafted in English. All amounts are in United States dollars unless the Order Form states otherwise.

By signing the Order Form, Client acknowledges that it has read and understood these Terms, has had the opportunity to obtain independent legal advice, and agrees to be bound by them.

All amounts in USD, per Team Member, before applicable taxes. Rates current as of the Effective Date and subject to Section 4.6.

• Notice Period for termination for convenience: ninety (90) days for every Placement (Section 5.4).
• Hours: 40 per week, 8 per day over 5 days (Section 3.3.1).
• Overtime and bonuses: approved and priced by the VA Manager, invoiced at the approved amount plus a 5% processing fee, paid to the Team Member in full (Section 3.3.2).
• Paid leave: 10 days per fiscal year after probation, rising one day per year to 15; 5 days bereavement; statutory leaves; Client-country public holidays plus December 24 and 31 off (Section 3.3.3).
• Excess absence beyond entitlement credited at Monthly Retainer ÷ 30 ÷ 8 per hour (Section 3.3.4).
• Billing: first Monthly Retainer on the Placement Start Date, then the same day each month, charged to the card on file (Section 4.3).
• Late-payment interest: 2% per month, 24% per annum (Section 4.4).
• Taxes: GST/HST added for Canadian clients; zero-rated for non-resident clients; no U.S. withholding, W-8BEN-E on request (Section 4.5).
• Price adjustments: once per 12 months, 60 days’ notice, capped at 20%, never during a Minimum Term (Section 4.6).
• Recruitment Fee refund (Safe Start): full refund if no candidate is approved within 30 days, subject to Client attending the briefing call and interviews and giving feedback within 2 Business Days (Section 4.2).
• Sure Return: if Return on VA is below 1.0 at the day-90 ROVA Review, Client may end the Placement within 10 Business Days with no Notice Period, Minimum Term charge or redeployment contribution, subject to the conditions in Section 6.12 (Section 6.11).

Available only after twenty-four (24) consecutive months of Placement with Client (the Buyout Eligibility Date) and with all fees paid. Calculated on the Team Member’s Monthly Retainer in effect at the date of the Buyout request. See Section 8.

• Non-solicitation Restricted Period: the Term plus eighteen (18) months (Section 8.1).
• Liquidated damages where no Buyout is yet available: twelve (12) Monthly Retainers (Section 8.2(b)).

This matrix summarizes Section 2.4. In the event of conflict, the body of these Terms prevails.

• MyPortal Marketing Inc. o/a MyHire · 20 Bay Street, 11th Floor, Toronto, ON M5J 2N8