Specialist.PH - Service Agreement

Last Updated on January 15, 2024

The Company facilitates overseas sourcing and support services (the “Services”) for its Clients.    

This Service Agreement (“Agreement”) sets forth the legally binding terms and conditions between the Client (“you” or “your”) and Specialist.PH (the “Company” or “We”). No other contract terms and conditions shall apply unless specifically agreed in writing between the Company and Client. By accessing the Company’s website(s) and/or using the Company’s Services, you are accepting all of the terms of this Agreement, as amended, and you further represent that you have the authority and capacity (including being at least 18 years old) to enter into this Agreement. 

For purposes of this Agreement, a “Project” can be any service facilitated by us for your benefit, including human resources, recruiting, coaching, advising, leadership, management, and other services. 

Statement of Company Commitment 
Our Company is committed to transparency and openness that we believe is vital to any business relationship. We are delighted you have chosen us to support you and are committed to providing you service of the highest standard for as long as you need it.

Please do not hesitate to contact James Zolman if you have any questions regarding the Agreement.
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‍James Zolman
Founder and CEO
Specialist.PH
P.O. Box 57, Menan, ID 83434
Phone: 208-295-0333
Email: support@specialist.ph

‍Account(s)

Creating Account. As a condition of providing Services to you, you must first provide requested information to register an account with the Company. By opening an account and registering with the Company, you represent and warrant that all information you submit is true and accurate and that you will maintain and update the Company of any change to such information. You may delete your account with the Company at any time and for any reason by contacting support@specialist.ph. The Company reserves the right to suspend or terminate your account in accordance with the terms of this Agreement. 
Account Maintenance. You agree to maintain confidentiality of all information related to your account and further agree to immediately notify us of any breach of security, including but not limited to any unauthorized use or suspected unauthorized use. You understand and agree that we will not be liable for any loss or damage to you based on your failure to protect your account and/or comply with the above requirements.  

Representations and Understanding

You understand that we facilitate your access to Specialists who can provide Services to you and your business. 
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Relationship Between Client, Specialists, and Company. Company engages Specialists (aka Specialist.PH team members) and leases one or more of these Specialist’s skill sets to Client to assist Client with its needs. Client in turn pays Company the fees to the lease of the Specialist’s skill sets according to the pricing set by Company. This is a leasing arrangement and you agree that we shall not be held liable for the actions or omissions of a Specialist who performs Services for you. 

Company represents that it will take reasonable measures to interview and vet the Specialists, but Company does not guarantee the fitness of any Specialist’s work for your needs and further does not guarantee the quality, accuracy, or timeliness of any Services provided by a Specialist to you. Company does not have or maintain any control or direction over the delivery of any Services provided by a Specialist to you. 


Company represents that any reviews listed on its website do not constitute a guarantee or warrant any specific outcome for you or services provided by a Specialist to you.  Company will not have any liability to you for the performance of a marketing task, project, campaign or any other entity/service developed/setup for you.


The Company is designed for the reasonable use of a specialist in one skill or area of expertise. We do not provide strategy and are not meant to replace your team members, strategists, managers, or leadership. 


Pricing and Payments

Pricing. The Company will provide pricing in writing by email or publicly on Company’s website to you or prospective Clients, which will include a hyperlink to this Agreement. You agree to be responsible for any increase in price based on variation to the original work order or scope of service to be provided by Company to you. The Company may change its fees from time to time by posting the changes on the Company website, which increased prices will become effective after 5 days’ advance notice.  No advance notice will be required for temporary promotions or reductions in fees. Acceptance by you of Company pricing is subject to acceptance of the terms and conditions in this Agreement, unless specifically agreed in writing between you and the Company to the contrary.  Actual charges are dependent on the exchange rate between the US Dollar and your currency for the day. There are no refunds for partial subscription plans under any circumstance, including unused time on a plan. Promotions, upgrades, and adjustments to existing plans are non-refundable.

You agree to pay the fees, in such amount and for such billing frequency as specified during registration, in full prior to any obligation of the Company to perform under this Agreement. You further agree that, upon registering for the Company’s services, you authorize the Company to charge your method of payment (e.g. credit card) for the fee on each anniversary of your registration date, based upon your billing frequency (e.g. monthly, quarterly, annually). Payment of the fees shall be in such amounts and at such times as set forth by the Company through information provided to you and as authorized through the sign-up and registration process. Your account and access to the services provided via the Company may be suspended in the event of non-payment of applicable fees. You represent and warrant to the Company that such payment information is accurate and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur.  
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Please contact the Company's billing department with any questions related to payments or billing. In the event you direct your credit card payment to be charged back, this shall constitute a material breach and the Company reserves the right to immediately and automatically terminate your account with the Company. Company further reserves the right to dispute any chargeback and may take all actions to authorize the transaction. In the event of termination of your account, Company will not be liable or responsible for the loss or destruction or removal of any files, data, or content associated with your account.  
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Non-Solicitation/Recruitment of Specialists

Client acknowledges and understands that Company has invested significant time and resources in searching for and recruiting the Specialists that it engages and leases their skill sets to Clients to provide services to itself or to its Clients. For this reason, Client understands and agrees not to directly or indirectly, (a) interfere with or attempt to interfere with any relationship between the Company and its engaged Specialists, or (b) employ, hire, otherwise engage, or attempt to employ, hire, or otherwise engage, any Specialist that is engaged by the Company. Specifically, Client agrees not to influence or attempt to influence any Specialist, or to terminate or modify his or her arrangement with Company. 
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In the event of breach of this non-solicitation/recruitment section, and because damages would be difficult to ascertain, the parties expressly agree that in the event of a breach by Client, Client shall be responsible to pay to Company the equivalent of one-year’s wages of the Specialist that was unlawfully solicited/recruited by Client (plus any and all costs and reasonable attorney’s fees incurred by Company to recover its damages). Additionally, the Company shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that the Company may have for Client’s breach of this Agreement. 

Specialist Buyout
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There may be a situation when a Client wants to hire or employ a Specialist that is currently engaged by the Company to provide services to Company’s Clients. If a Client would like to employ or hire one or more specific Specialists that are engaged by Company, Client may contact Company and discuss the buyout price, which would then allow the Client to hire or employ the Specialist directly. The cost of the buyout will vary by Specialist, as determined by the Company. Any buyout will require a separate agreement between Company and Client. 

‍Intellectual Property Rights You own all content and files we create on your behalf during any month paid in full. You will provide all content/copy to be used. You agree that any materials provided to the Company are proofed and approved to be used in your designs and are not owned or trademarked by a different entity. You agree not to submit content that is copyrighted or subject to third party proprietary rights, including privacy, publicity, trade secret, etc., unless you are the owner of such rights or have the appropriate permission from their rightful owner to specifically submit such content;
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You are responsible to review all content and files that Specialists create. You are responsible to ensure that any materials provided by you can be legally used. We are not liable for the materials you provide, or that the Company provides, as it pertains to license or trademark issues and you represent to the Company that all materials provided do not infringe on the intellectual property rights of third parties.

Subscriptions to stock photography or media is under a specific use license. Managed stock photography or assets (provided by Getty Images or other services) are licensed to be used in the specific files created by the Company from a Client request. Individual photos or assets will not be provided. 
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You understand and agree that any liability, loss or damage that occurs as a result of the use of any content that you make available or access through your use of Company’s services is solely your responsibility. Company is not responsible for any public display or misuse of content you provide.  We do not, and cannot, pre-screen or monitor all content. You are solely responsible for the content that you provide or otherwise make available to the Company as it provides its services to you. Company reserves the right to remove any content at its discretion. 
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Indemnification
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You agree to indemnify, defend, and hold harmless the Company and its affiliates, officers, members, managers, agents, successors and assigns (the “Indemnified Parties”) from and against all claims, demands, liabilities, damages, and costs including, without limitation, its reasonable attorneys’ fees, arising out of or relating to (i) your breach of any of the terms of this Agreement, (ii) your use of the services provided pursuant to the Company’s website, (iii) infringement of third party’s intellectual property rights or other proprietary rights, (iv) or your violation of applicable laws or regulations. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Company and you agree to cooperate with Company’s defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

‍Output

While we do our best to minimize any mistakes, due to the nature of our human-based services we cannot guarantee all deliverables will be 100% error free. Upon delivery you agree to review and proof all deliverables of content and files for any errors or omissions and notify your Company staff member if any changes/corrections that are needed. Your Company staff member will do his or her best to rush any edits to correct the mistakes. You acknowledge that the Company will not be responsible or liable for any losses or expenses incurred from errors or omissions.  Requests for revisions and changes will be handled as quickly as possible, in the order in which they are received. 

‍Limitation of Liability

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TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) HOWEVER CAUSED AND ON ANY LEGAL OR EQUITABLE THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE, RELATING TO THE TEMRS OF THIS AGREEMENT, OR YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY BREACH OF CONDITION(S) OR FUNDAMENTAL TERM(S) OR FOR A FUNDAMENTAL BREACH (S). IN ANY CASE, COMPANY’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT RECEIVED BY COMPANY FROM YOU OVER THE PRIOR 12 MONTHS FOR ANY SERVICE PROVIDED PURSUANT TO THIS AGREEMENT.  THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. 
THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU TO THE EXTENT THAT YOUR JURISDICTION DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES.  


Termination, Cancellation and Satisfaction

You may cancel your subscription with the Company at any time, but there will be no refunds. Upon cancellation, you will continue to have access to the Company services and your project through the end of your paid billing term. Access to your account’s project requires an active subscription. Cancelled accounts will not have access to their projects or files once their billing term has ended. You are responsible for your use of the Company’s staff and services. You may request a replacement Company staff member at any time.

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If we find that you are not in alignment with our model, share access/accounts/logins, violate our core values, use our staff for standard virtual assistant tasks outside of their area of expertise, or abuse our services or team in any way, including using our services for illegal material we reserve the right to cancel your account immediately and without prior warning. In that event, no refund will be provided to you.   

In the event that you do not pay an invoice within 7 days of the due date, i.e. within 7 days of the date of the invoice, then the Company has the right to suspend all further works for you until such time as payment is made in full. 

If you become insolvent or go into liquidation, the Company has the right to immediately terminate this Agreement and you will be invoiced for the full value of the project works carried out to that date, plus suspend any additional services. If you are uncooperative or hinder the progress of a project with the Company then the Company will have the right to give 14 days’ written notice to you that the Agreement may being terminated if not remedied. If you do not satisfactorily remedy the situation within the 14-day notice period, then we will have the right to terminate this Agreement. We will invoice you and you will be responsible for the full value of works carried out to-date.

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Legal Disputes 
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Jurisdiction/Choice of Law. By agreeing to the terms of this Agreement, you hereby consent and submit to personal jurisdiction of the courts in the State of Idaho, and specifically those located in Jefferson County. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of Idaho, without giving effect to any principles that provide for the application of the law of another jurisdiction.  
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Claim Limitations. The parties agree that any cause of action arising out of or related to the services will be permanently barred unless such action is brought within one (1) year after the cause of action accrues. 
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Attempt to Mediate. Either party may give the other party written notice of any dispute not resolved in the normal course of business at any time. In the event of receipt of such notice, the parties agree that each will promptly attempt in good faith to resolve any dispute arising out of or relating to this Agreement by designating an authorized individual to negotiate settlement of the controversy. If the dispute has not been resolved by negotiation as provided in this section, then within thirty (30) days after delivery of the initial notice, either party may commence arbitration in accordance with this section of the Agreement.
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Agreement to Arbitrate. Any controversy or claim arising out of or relating to this Agreement or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its applicable rules and procedures as modified by this agreement. There will be one commercial arbitrator with substantial experience in resolving commercial contract disputes. The place of arbitration shall be Idaho Falls, Idaho. Idaho law shall apply. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.  
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This Agreement to arbitrate shall be specifically enforceable. A party may apply to any court with jurisdiction for interim or conservatory relief, including without limitation a proceeding to compel arbitration.

The parties must abide by the following rules: (a) ANY CLAIMS BROUGHT BY THE PARTIES MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (b) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF, (c) the arbitrator will honor claims of privilege and privacy recognized at law; (d) the arbitration will be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (e) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (f) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and then in such instance, the fees and costs awarded will be determined by the applicable law.
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With the exception of subparts (a) and (b) in the paragraph above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the AAA rules and procedures, then the balance of this arbitration provision will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subpart (a) or (b) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision will be null and void, and neither you nor we will be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute will be exclusively brought in state or federal court in Rigby, Idaho.
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Disclaimer
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THE COMPANY’S SERVICES, ARE “AS-IS” COMPANY HEREBY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICES: (a) WILL MEET YOUR REQUIREMENTS; (b) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (c) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE OR (d) THAT THE SERVICES WILL BE TO YOUR SATISFACTION.

THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU TO THE EXTENT THAT YOUR JURISDICTION DOES NOT ALLOW FOR SUCH LIMITATION.   

Miscellaneous
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The terms of this Agreement are subject to revision and while company may notify you of changes, it shall not have an obligation to do so. Any significant changes to the terms of this Agreement (“significant” being determined in the sole discretion of Company), shall become effective thirty days after the changes are published on the Company’s webpage. Continued use of the Company’s services shall constitute acknowledgement of such changes and you agreement to be bound by such terms and conditions, as amended.