SERVICE AGREEMENT

     1.1 Definitions

(a) Ad Hoc Services are extra tasks or services not originally listed as part of the agreed Services.

(b) HVA(Healthcare Virtual Assistant) means someone hired by 3F Solutions usually from the Philippines or a similar location as an independent contractor based on a signed Order Form, unless it clearly says otherwise.

(c) Staff Absenteeism happens when the Agent doesn’t show up or isn’t available to work.

(d) Agreement includes the signed Order Form and this Service Agreement, along with any attachments.

(e) Expertise refers to the Agent’s specific knowledge, experience, or abilities that make them suitable for the job.

(f) Fees are what the client must pays, as listed in the signed Order Form, along with any approved expenses.

(g) Preferred Schedule is the set of work hours the client would like the Agent to follow, unless changed by mutual agreement.

(h) Termination means giving 30 days’ written notice by email to your 3F Solutions Client Success Manager.

     1.2 Interpretation

In this Agreement:

(a) “Person” includes individuals, companies, and other entities.

(b) Clause headings are for convenience only and don’t affect meaning.

(c) If a deadline falls on a non-business day, it moves to the next business day.

(d) “Including” means “including without limitation.”

(e) References to laws include updates, amendments, and related rules.

(f) References to parties include their successors and permitted assigns.

(g) This Agreement was negotiated by both parties and won’t be interpreted against either side.

  1. Expertise

The Agent is engaged by 3F Solutions on your behalf for their specific skills and expertise. All work will be done as an independent contractor, under the terms of this Agreement (including Section 11). You agree to pay the Fees as compensation for these services.

 

  1. Fees

(a) Before a Healthcare Virtual Assistant (HVA) begins work, you are required to pay two (2) weeks’ worth of service in advance, based on the agreed Fees in the signed Order Form.

(b) After the initial advance payment, invoices will be issued every two (2) weeks and are payable as per the terms set out in the Order Form.

(c) Your access to the HVA’s services and other rights under this Agreement depend on timely payment of all invoices, including any approved third-party costs incurred to deliver services.

(d) You are responsible for paying any required third-party costs (e.g., software, communication tools, or subscriptions) directly to the relevant provider.

(e) If only part of the services are delivered, we will issue a pro rata credit for the undelivered portion.

(f) You agree to engage HVAs for no less than the following minimum hours:

  • 40 hours per week for full-time HVAs
  • 35 hours per week or less for part-time HVAs
  • Customizable hours per week for flexible engagements, subject to mutual agreement and 3F Solutions’ approval.

These minimums apply per HVA and form the basis for scheduling and invoicing. Reduced hour arrangements may be considered only with prior written approval from 3F Solutions.

(g) Prepayment Bonus Offer: If you choose to prepay for one (1) full month of service instead of the standard two (2) weeks, you will receive 20 complimentary service hours, which will be applied as a credit on your next billing cycle. This offer applies per HVA engagement, cannot be carried forward, transferred, or converted to cash, and is valid only when the monthly prepayment is made before the start of the billing cycle.

  1. Responsibilities

You agree to:

(a) Respond promptly to all reasonable requests from 3F Solutions to support us in delivering our services under this Agreement.

(b) Confirm important communications in writing.

(c) Notify us promptly of any issues, concerns, or disputes related to this Agreement.

(d) Ensure that all work performed by the HVA is legal in any jurisdiction where your business operates.

(e) Pay all Fees in full and on time.

(f) In the event of late payment exceeding fourteen (14) days past the due date unless the delay is caused by 3F Solutions you agree to pay a 5% late payment fee based on the HVA’s monthly fee in order to resume services.

(g) If payment remains unsettled after two (2) weeks of follow-up reminders, the HVA’s services will be temporarily suspended until full payment is received.

  1. Term and Termination

You may terminate this Agreement as follows:

(a) At any time, by giving 3F Solutions 30 days’ written notice, provided you do not intend to hire or contract the HVA either directly or through another service provider or entity.

(b) If you intend to engage the HVA directly or indirectly through another provider after termination, you agree to pay a one-time fee to 3F Solutions 75% of the HVA’s annualized rate.

(c) If this Agreement is terminated under clause (a), or if terminated by 3F Solutions under its rights in this Agreement, you agree that:

3F Solutions may continue to engage the HVA elsewhere; and you will not solicit or rehire the HVA, either directly or indirectly.

(d) All terminations by you must follow the Valid Termination process described in this Agreement (i.e., 30 days’ written notice via email).

(e) You may request to change your HVA at any time within the first 90 days, or with 14 days’ notice after the 90-day period has passed. Any prepaid amounts will carry over to the new HVA once selected.

(f) Advance or upfront payments made for services are non-refundable once the Order Form is signed and payment is received unless 3F Solutions is unable to deliver the agreed services.

(g) Upon termination of this Agreement, Sections 7 and 8 will continue to apply. Termination does not affect any outstanding payments or other obligations accrued prior to the termination date.

  1. Confidential Information & Intellectual Property

(a) During the course of this Agreement, both parties and their respective staff or contractors may have access to confidential or proprietary information, including financial data, marketing strategies, trade secrets, technical processes, or business know-how (“Information”) that is developed by or on behalf of the other party and is not publicly available. Each party agrees to treat such Information as confidential and not disclose it to any third party without prior written consent.

(b) The confidentiality obligations in this clause do not apply to Information that:

  • was lawfully in the receiving party’s possession prior to disclosure,
  • is or becomes publicly available through no fault of the receiving party, or
  • must be disclosed under applicable law or regulation.
  • These confidentiality obligations will survive the termination of this Agreement.

(c)  Ownership of Work Product, all work products, materials, documents, reports, data, or other deliverables created by the HVA while performing services for you under this Agreement (“Work Product”) shall be deemed your sole and exclusive property, upon full payment of Fees. 3F Solutions assigns and agrees to assign any rights it may have in the Work Product to you, to the extent necessary and permissible by law.

(d) Data Protection & Compliance, each party agrees to comply with applicable data protection and privacy laws, including but not limited to the Health Insurance Portability and Accountability Act (HIPAA), General Data Protection Regulation (GDPR), and any other relevant local data privacy laws. If the services involve the handling of protected health information (PHI) or personal data, both parties agree to implement appropriate technical and organizational safeguards to ensure the confidentiality, integrity, and lawful processing of such data.

  1. Expertise Provided on “As Is” Basis

(a) You acknowledge and agree that HVAs are solely responsible for performing services based on your instructions. You are responsible for reviewing and managing all deliverables. 3F Solutions does not control how the work is performed and does not guarantee the quality or outcomes of the HVA’s work. We do not provide any express or implied warranties, including but not limited to warranties of non-infringement, merchantability, or fitness for a particular purpose. However, if you are dissatisfied with an HVA’s performance, we are happy to assist in sourcing a replacement.

You agree to hold harmless and indemnify 3F Solutions, along with its directors, employees, and affiliates (“Supported Parties”), from any and all claims, losses, or legal actions arising from the services provided by the HVA. All services and deliverables are provided strictly “as is.”

(b) This indemnity includes all liabilities, damages, losses, costs, and expenses (including reasonable legal fees) incurred by the Supported Parties in connection with this engagement. These protections remain in effect even after the termination of this Agreement, to the fullest extent permitted by law.

(c) You understand and agree that 3F Solutions and its personnel are not liable for any direct, indirect, incidental, consequential, special, or exemplary damages. This includes—but is not limited to—loss of profits, business reputation, goodwill, personal injury, or any other intangible losses, regardless of how they arise.

(d) Any waiver of rights under this Agreement must be made in writing and signed by the party granting the waiver. A waiver applies only to the specific matter stated and does not extend to any future or other obligations.

(e) If a party fails to enforce a right or delays in doing so, this does not constitute a waiver of that right.

  1. Governing Law

This Agreement is governed by and interpreted in accordance with the laws of Philippines. Both parties irrevocably submit to the non-exclusive jurisdiction of the courts of Philippines, including any courts of appeal.

  1. Severability

(a) If any provision of this Agreement is found to be invalid, void, or unenforceable, it will be read down or modified to the extent necessary to make it enforceable.

(b) If a provision cannot be modified:

(i) Words causing invalidity will be deleted if doing so makes the provision valid;
(ii) If not, the entire provision will be removed, and the remainder of the Agreement will continue in effect.

(c) Section headings are for reference only and do not affect interpretation.

  1. Assignment

Either party may assign its rights under this Agreement to a corporate affiliate, successor, or assign, provided written notice is given to the other party via email.

  1. Relationship

The relationship between the parties is that of independent contractors. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship. Neither party has authority to bind the other.

  1. Waiver

(a) A waiver of any provision or right under this Agreement must be made in writing and sent by email from an authorized representative.

(b) Any waiver applies only to the specific instance and purpose for which it is given.

(c) Failure or delay in exercising a right does not constitute a waiver of that right.

 

  1. Computers & Equipment

You authorize 3F Solutions’ HVAs to use their personal computers, mobile devices, and home internet connections to perform their work, unless otherwise arranged.

  1. Public Holidays

HVAs are paid only for the hours they work. They may be unavailable during certain holidays (e.g., Christmas) and are not compensated if they do not work, unless agreed otherwise in advance.

You may request that HVAs work on public holidays in your country. If they agree to work, the standard hourly rate applies. You may also choose to provide a holiday bonus at your discretion, coordinated through your 3F Solutions Client Success Manager.