TERMS AND CONDITIONS

RECITALS

A. 4 Ace Technologies is in the business of providing its clients with outplacement or outsourcing services, including the services to provide software development, web design, web development services, and the placement of remote team members to work on its clients projects on a certain number of hours per month prepaid plans.

B. The Client has asked, or is considering asking, 4 Ace Technologies to offer its services to The Client for the placement of contractors.

C. 4 Ace Technologies will provide the Services to The Client on the terms and conditions of this Service Agreement.

IT IS AGREED as follows:

DAY TO DAY OPERATION OF THIS AGREEMENT

1.1 The processes by which The Client may engage 4 Ace Technologies, make a Request for Services such as a Fixed Price Project, Hourly project, or Prepaid Hourly Plans of booking Employee(s), the day-to-day activities pursuant to this Contract are set out within the terms and conditions on 4 Ace Technologies website, which by incorporation forms part of this Service Agreement.

1.2 The Client acknowledges and agrees that by entering into this Agreement with 4 Ace Technologies, this Agreement does not create, establish or otherwise constitute an employment relationship or agreement with 4 Ace Technologies. This Agreement does not create a partnership or agency relationship between The Client and the 4 Ace Technologies or it’s Employee who does not have any authority to enter into written or oral (whether implied or express) contracts on behalf of The Client.

2. HOURLY PREPAID PLANS

2.1 If The Client is purchasing Hourly Prepaid Plans (for example, 80 hours per month of Employee booking to work on The Client’s project) then This Service Agreement will commence on the Commencement Date and will continue on a month to month term until terminated in accordance with clause 6.

3. PAYMENT

3.1 FIXED PRICE: The Client must pay 4 Ace Technologies for the Services in the amounts and at the time set out according to Milestone Deliverables agreed upon Commencement.

3.2 HOURLY PRICE: The Client must pay 4 Ace Technologies for the Services in the amounts and at the time set out according to mutual agreement for Payments which is either 1) Bi-weekly 2) Weekly 3) Monthly or 4) When Work Done (for small tasks less than a week).

3.3 HOURLY PREPAID PLANS: The Client must pay 4 Ace Technologies for the Prepaid Hourly Plan Services in the amounts and at the time set out according to mutual agreement for Payments which is either 1) Bi-weekly 2) Weekly or 3) Monthly.

4. PRIVACY

4.1 The parties (The Client and 4 Ace Technologies) agree that they will handle all Personal Information shared with each other will be used for the purpose of carrying out their respective obligations pursuant to this Contract.

4.2 Subject to Clause 4.1, the Parties may only disclose any Confidential Information where disclosure is required by law or by any legal notice, order or regulation of any regulatory authority (a ‘Disclosure Obligation’).

4.3 We are committed to protecting your privacy and take our responsibilities regarding the security of personal information very seriously.

4.4 2CO (2Checkout), our financial transaction partner, provide us with online subscription capability to various of our custom Hourly Prepaid Plans that are suggested to clients based on their project and duration needs. When paying us a fee for our consulting services, your credit card information is sent to 2CO via their secure server. They use the latest, most secure technology available, which encrypts all your personal and credit card details so that your credit or debit card details cannot be read as they travel over the internet. We do not directly store your Credit Card or any such information and it is safe for you to make the transaction in a very reliable and secure fashion.

If you are on any Subcription plan with us (such as a Prepaid Hourly Plan of ‘X’ number of hours per month) then your credit card information is held in 2CO’s secure database for a period of time to allow us to process your subscription renewals as per the agreed and subscribed Plan (for example, weekly [or bi-weekly] payment of $XXX for XX hours per month). Your credit card information can only be exchanged between you and 2CO.

5 WARRANTIES

Each party represents and warrants to the other party that:

a) there are no actions, claims, proceedings or investigations pending or threatened against it or by it of which it is aware, and which may have a material effect on the subject matter of this Contract.

b) the Client has all licences, authorisations, consents, approvals and permits required by all applicable laws and regulations in order to commence with a Contract with 4 Ace Technologies;

6. TERMINATION

6.1 A party (“the first party”) may immediately (or with effect from any later date it may nominate) terminate a Contract by written notice to the other party if:

a) the other party materially breaches this Contract or any other Contract between the parties and fails to remedy such breach within 5 Business Days of receipt of notice from the first party specifying the breach and requiring it to be remedied;

b) the other party becomes insolvent or is otherwise unable to pay its debts as and when they become due.

6.2 The Client may appoint 4 Ace Technologies for Services on a trial basis (in case of Hourly Prepaid Plans or Hourly Pricing) which is a minimum of 1 hour and a maximum of 20 hours. During the trial period The Client may terminate 4 Ace Technologies immediately or at the end of the trial period subject to The Client pre-paying for the period that 4 Ace Technologies has worked for The Client.

6.3 If The Client appoints 4 Ace Technologies for Prepaid Hourly Plan mode and trial period of 20 hours has been ended, The Client may terminate 4 Ace Technologies in the following manner:

(a) if 4 Ace Technologies has been appointed by The Client for less than 6 months from appointment, a period of 15 days prior notice is required;

(b) if 4 Ace Technologies has been appointed by The Client for more than 6 months, a period of 30 days notice is required;

6.4 The expiry or termination of this Contract will not affect or limit any accrued rights of the parties.

6.5 Upon Termination:

(a) The Client will return to 4 Ace Technologies all 4 Ace Technologies Confidential Information, copies of 4 Ace Technologies’s Intellectual Property Rights and any other property 4 Ace Technologies has provided to The Client during the Contract; and

(b) 4 Ace Technologies will return to The Client all The Client’s Confidential Information, copies of The Client’s Intellectual Property Rights and any other property The Client has provided during the Contract.

(c) i)  For Prepaid Hourly Plans: All un-used Hours are Refundable upon Client’s written request. The Used Hours in a plan are not Refundable if the Client has tested the trial period of our service initially which is 20 Hours at most. No Refund is processed if the Plan has reached or crossed the expiry date.

(c) ii) For Hourly Pricing: No Refund is accepted if the Client has tested the services for at least 20 hours.

(c) iii) For Fixed Pricing: Refund is processed for Milestone/Deliverable basis that were agreed by the parties and have not been delivered to the Client, or a deliverable (based on a Milestone) is not per the requirements that were provided by the Client and agreed upon.

7. ACCEPTANCE

The Client accepts the scope, terms and conditions of this Contract and as set out within the terms and conditions, which by incorporation form part of this Contract by:

(a) The Client making a Request for Services; or

(b) The Client appointing 4 Ace Technologies to provide services to The Client; or

(c) The Client subscribing to 4 Ace Technologies custom decided Hourly Prepaid Plans per month; or

(d) The Client making a payment of any amounts agreed upon, including but not limited to set up fees, monthly fees and/or any payment of 4 Ace Technologies invoices (whichever is the earliest); or

8. PAYMENT AND REFUND POLICY

Regular Billing System

8.1 If The Client selects and appoints 4 Ace Technologies for custom Prepaid  Hourly Plan:

(a) after a trial period has been completed; or

(b) on any basis other than on a trial basis; or

(c) pursuant to the Request for Services

then The Client must use the Regular Billing System.

8.2 The Regular Billing System applies to The Client who selects and appoints 4 Ace Technologies on an exclusive basis on monthly rates.

8.3 The Client must pay 4 Ace Technologies for the Services in advance by using either of the following options:

(a) prepaid payments

(b) regular monthly payments

(c) regular bi-weekly payments

(d) regular weekly payments

Via

- Credit/Debit Card or PayPal (through our partner 2Checkout.com)

8.4 Each payment under the Regular Payment Option is to be made according to the agreement based on the project type (Fixed Price, Hourly Price, or Prepaid Hourly Plan)

8.5 If there is any overtime payments due that Client agreed upon for a Prepaid Hourly Plan per month, the amount of overtime is chargeable to The Client within the Month for which the overtime hours were spent.

8.6 The Client at any time may request a refund of the amount held in the Client’s Available Balance subject to the Refund Processing Period (refer to Refund Policy).

Insufficient funds

8.7 If:

(a) the Available Balance falls below zero; or

(b) The Client does not make any payment under the Prepaid Payment Option, the Regular Monthly Payment Option and/or the Invoices overdue (based on deliverables or method of payments agreed upon), then:

4 Ace Technologies is entitled to suspend the services unless the Due Amounts are paid by the Client. (“Suspension Period”)

8.8 During the Suspension Period of Services, The Client must pay to 4 Ace Technologies any amount in arrears or required to maintain the Available Balance otherwise 4 Ace Technologies is entitled to terminate the Contract.