Introduction

Welcome to MC² Task Genius. These Terms and Conditions ("Terms") govern your use of our services("Services"). By accessing or using MC² Task Genius' Services, you agree to comply with and be bound by these Terms. Please read them carefully.

NOTICE: By accepting these terms, you ("Client") enter into a binding agreement ("Agreement") with MC² Task Genius, operating under the name MC2 TASKGENIUS VIRTUAL ASSISTANCE SERVICES ("Service Provider"). This Agreement is effective from the date of your initial service purchase. Each of the Client and Service Provider is individually referred to as a "Party" and collectively as the "Parties."

1. Acceptance of Terms

By accepting these terms and conditions at the time of purchase, the Client acknowledges receipt and adequacy of this agreement.

MC² Task Genius will deliver a fully trained virtual assistant to the Client, overseeing their management and monitoring for the duration of the agreement. This is a month-to-month agreement with no long-term obligation. To terminate services, the Client must provide a one-week notice, allowing MC² Task Genius to compile and deliver all relevant data and reports.

2. Terms of Payment

Payment for the first month must be made in full via Xendit by credit card, a fee of 4% will be incurred before services begin, and is non-refundable. This payment starts the onboarding process for the virtual assistant. All services are prepaid, so no additional fees will be due at the end of the agreement, except those specified separately from this contract.

Plan prices are reviewed annually, aligned with inflation and business expenses. One month's notice will be given before any price increase, allowing the Client to decide whether to continue the subscription.

Non-Disclosure Agreement

Article I: Scope of Agreement

This Agreement acknowledges that certain confidential information, trade secrets, and proprietary data

("Confidential Information") related to MC² Task Genius may be discussed between the Client and MC² Task Genius (collectively referred to as the "Parties"). This Agreement outlines the conditions under which the Client may or may not disclose Confidential Information and specifies the remedies, penalties, and legal actions MC² Task Genius may pursue if such information is used or disclosed by the Client. Both Parties agree to protect MC² Task Genius’ Confidential Information, establishing a bond of trust and confidentiality. In consideration of the Client’s commencement or continuation of services with MC² Task Genius, the Parties agree as follows:

Article II: Confidential Information

A. Definitions:

Confidential Information includes any material, knowledge, information, and data (verbal, electronic, written, or any other form) regarding MC² Task Genius or its businesses that is not publicly known, including but not limited to inventions, discoveries, plans, concepts, designs, prototypes, formulae, algorithms, research projects, business and marketing plans, financial and pricing data, and information about investors, customers, suppliers, consultants, and employees. This also includes any proprietary information belonging to the Client, Client’s customer files, or any otherwise privileged information that MC² Task Genius possesses as part of its work with the Client.

B. Exclusions:

Information is not considered Confidential Information if:
(i) it was publicly known;
(ii) it was approved for release by MC² Task Genius through written authorization.

C. Period of Confidentiality:

The Client agrees not to use or disclose Confidential Information for their own benefit or the benefit of any other entity during or after their engagement with MC² Task Genius. MC² Task Genius agrees to use Client-provided information solely to fulfill contracted work for the Client.

D. Limitations:

The Client shall restrict access to Confidential Information to individuals on a need-to-know basis, including affiliates, agents, consultants, representatives, and other employees, all of whom must comply with the terms of this Agreement.

E. Ownership:

All repositories of Confidential Information are the property of MC² Task Genius. Removal of such information from the company’s premises is prohibited without prior written consent. All related items made or used by the Client must be returned to MC² Task Genius upon termination of employment or upon request.

Article III: Entire Agreement

A. Previous Agreements:

This Agreement nullifies any prior agreements between MC² Task Genius and the Client.

B. Modifications and Amendments:

Changes to this Agreement must be in writing and signed by authorized representatives of both Parties.

C. Successors and Assigns:

This Agreement is binding on the successors, subsidiaries, assigns, and controlling or controlled corporations of the Parties. MC² Task Genius may assign this Agreement at any time, while the Client cannot assign any rights or obligations without prior written consent from MC² Task Genius.

Article IV: Nature of Relationship

A. Non-contract:

This Agreement does not constitute a contract of employment or guarantee continuing employment for the Client.

B. Non-partner:

This Agreement does not create a partnership or joint venture between MC² Task Genius and the Client. Financial arrangements must be disclosed in a separate document.

C. Virtual Professional:

The Client will assume their virtual professional as their own employee, trained and managed by MC² Task Genius. However, company-specific tasks and processes must be trained by the Client.

Article V: Severability

Any provision deemed invalid or unenforceable by a court will be removed, but the rest of the Agreement will remain in effect. Severed provisions will be construed to fulfill their intended purpose.

Article VI: Governing Law

This Agreement is governed by the laws of the Republic of the Philippines.

Article VII: Immunity

Disclosure of Confidential Information to an attorney, government representative, or court official in confidence as part of a legal investigation is not a breach of this Agreement. If required by law to disclose Confidential Information, the Client must promptly notify MC² Task Genius.

Article VIII: Non-Solicitation; Liquidated Damages

The term “Client Parties” in this Agreement refers to the Client, the Client’s parent, subsidiary, and affiliated entities, their successors and assigns, and all their respective shareholders, members, partners, directors, officers, managers, employees, and agents. For an individual Client, this term includes any business owned or operated wholly or partly by the Client, whether as a sole proprietorship or a corporate entity.

During the term of this Agreement, the Client and the Client Parties shall not, directly or indirectly, on behalf of the Client or any other person:

(i) Solicit, recruit, induce, or attempt to recruit or induce any of the Service Provider’s staff, employees, or contractors with whom the Client had contact during the term of this Agreement to terminate or reduce their relationship with the Service Provider to provide services directly to any other person, including the Client and the Client Parties.

(ii) Employ or engage as a contractor any individual who (A) is currently, or was within the preceding twelve (12) months, an employee or contractor of the Service Provider and (B) with whom the Client had contact during the term of this Agreement.

Upon the Client’s written request, MC² Task Genius may, at its sole discretion, allow the Client to solicit and employ or engage a named individual whose hiring would otherwise violate clause (ii) of this section, provided that:

(i) The named individual has been assigned to support the Client for at least 6 months.

(ii) The Client agrees in writing to pay, and does pay, to MC² Task Genius a placement fee within ten (10) days after the individual accepts the offer of employment or engagement or terminates their employment with MC² Task Genius, whichever occurs first. The placement fee is calculated based on a 6x multiple of the largest monthly subscription amount paid by the Client for the team member during the previous 12 months, starting at a minimum of $30,000.

The Client agrees that breaching this section will cause substantial economic damages and losses to the Service Provider, which are difficult to calculate with certainty. Liquidated damages are a fair, reasonable, and appropriate estimate of such damages. Therefore, for any breach of this section, the Service Provider shall be entitled to temporary and/or preliminary injunctive relief, without the need to post any bond or other security, in addition to all other legal or equitable remedies. If an arbitrator or court finds any provision of this section overly broad or unenforceable, the Client and the Service Provider agree that the provision will be modified to the minimum extent necessary to render it enforceable. This section will survive the termination of the Agreement term.

Article VIII: Breach of Agreement

A. Cause for Action:

Unauthorized use or disclosure of Confidential Information may result in legal action in the Philippines, including injunctions against the Client. Both Parties must maintain proper cybersecurity measures.

B. Indemnification:

The Client will indemnify MC² Task Genius for any damage, loss, or expense caused by unauthorized disclosure of Confidential Information.

C. Injunctive Relief:

MC² Task Genius may seek legal remedies beyond monetary damages, including injunctive relief, for unauthorized use or disclosure of Confidential Information.

D. Notice of Unauthorized Use or Disclosure:

The Client must notify MC² Task Genius of any unauthorized dissemination of Confidential Information and assist in regaining possession.

Article IX: Liability

The Service Provider is not liable for project delays or losses due to circumstances beyond its control. MC² Task Genius maintains high cybersecurity standards and monitoring practices. However, the Client remains responsible for their own security measures.

Cyber Security:

MC² Task Genius implements strict monitoring of virtual professionals, including time/screen tracking, password management, and regular audits.

Refunds & Cancellations:

Cancellations must be notified in writing or digitally. Cancellations take effect immediately or the next business day if requested after hours. A four-week commitment period applies, with refunds during this period at MC² Task Genius' discretion. All sales are final.