Terms of Service

These Terms of Service (“Terms”) govern the relationship between SIDEKICK (“SIDEKICK”, “we”, “us”, or “our”), a virtual assistant agency headquartered in Manila, Philippines, and you (“Client”, “you”, or “your”) when you access our website or engage our services.

By booking a call, signing a service agreement, or using our services, you confirm that you have read, understood, and agreed to these Terms. If you do not agree, do not use our services.

SIDEKICK provides remote virtual assistant services through trained, specialised teams. Our service offerings are organised into four lanes:

• Socials — social media management, content scheduling, and brand visibility
• Sourcing — product research, supplier outreach, and e-commerce operations
• Tech — AI tool setup, workflow automation, systems, and documentation
• Accounts — bookkeeping support, invoicing, and financial tracking

The specific scope of services, deliverables, team composition, and fees for each engagement are agreed upon separately in a written service agreement or statement of work (“SOW”) provided prior to the commencement of services. These Terms apply alongside and incorporate any such SOW.

SIDEKICK reserves the right to update or modify its service offerings at any time. Any changes affecting an active engagement will be communicated in advance.

To enable SIDEKICK to deliver services effectively, you agree to:

• Provide timely, accurate, and complete information necessary for service delivery
• Grant access to the tools, platforms, and systems required for your engagement
• Designate a primary point of contact on your team
• Review and provide feedback on deliverables within agreed timeframes
• Pay all fees in accordance with the payment terms in your SOW
• Comply with all applicable laws in connection with your use of our services

Service fees are set out in your SOW. Unless otherwise agreed, fees are due on the schedule specified therein (typically monthly in advance). Overdue amounts may accrue interest at the rate of 1.5% per month or the maximum permitted by law, whichever is lower.

SIDEKICK reserves the right to suspend services for accounts with outstanding balances beyond 14 days without prejudice to any other remedy available to us.

All fees are quoted exclusive of any applicable taxes, duties, or government levies. You are responsible for any such amounts applicable to your jurisdiction.

Each party (“Receiving Party”) agrees to keep confidential all non-public information disclosed by the other party (“Disclosing Party”) in connection with the engagement (“Confidential Information”), and not to use it for any purpose other than performing obligations under these Terms.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without reference to the Disclosing Party’s information; or (d) is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt written notice where permitted.

This obligation of confidentiality survives termination of the engagement for a period of three (3) years.

Subject to full payment of all applicable fees, all work product, deliverables, and materials specifically created for you by SIDEKICK under an engagement (“Work Product”) are assigned to you upon creation. You own the Work Product.

SIDEKICK retains ownership of all pre-existing materials, tools, methodologies, templates, and know-how (“SIDEKICK IP”) that may be incorporated into Work Product. We grant you a non-exclusive, royalty-free licence to use SIDEKICK IP solely as part of the Work Product for your internal business purposes.

You grant SIDEKICK a limited licence to access your systems, content, and materials solely to the extent necessary to deliver the agreed services.

SIDEKICK operates as an independent contractor. Nothing in these Terms creates or implies an employment relationship, agency, joint venture, or partnership between SIDEKICK and you. SIDEKICK Sidekicks are not your employees and are not entitled to any benefits you provide to your own staff.

SIDEKICK retains sole responsibility for the supervision, direction, and control of its team members, including compliance with Philippine labour laws and any applicable employment obligations.

To the fullest extent permitted by applicable law, SIDEKICK’s total cumulative liability to you for any and all claims arising from or related to these Terms or your use of our services shall not exceed the total fees paid by you to SIDEKICK in the three (3) months immediately preceding the event giving rise to the claim.

In no event shall SIDEKICK be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, loss of data, loss of goodwill, or business interruption, even if advised of the possibility of such damages.

These limitations apply regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise) and survive any failure of essential purpose.

SIDEKICK warrants that it will perform services with reasonable skill and care. However, we do not warrant that services will be uninterrupted, error-free, or that results will meet any specific business outcome.

Our website and any materials provided are offered “as is” without any warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

You agree to indemnify, defend, and hold harmless SIDEKICK and its officers, employees, contractors, and agents from any claims, damages, losses, liabilities, costs, or expenses (including reasonable legal fees) arising from: (a) your breach of these Terms; (b) your use of our services in violation of applicable law; or (c) any content or instructions you provide to SIDEKICK that infringe third-party rights.

Each engagement begins on the start date specified in your SOW and continues for the term agreed therein. Either party may terminate an engagement by providing written notice in accordance with the notice period set out in the SOW (typically 30 days).

SIDEKICK may terminate immediately and without notice if: (a) you fail to pay any outstanding fees within 14 days of a written reminder; (b) you materially breach these Terms and fail to remedy the breach within 7 days of written notice; or (c) you become insolvent or subject to insolvency proceedings.

Upon termination: (i) you will pay all fees accrued up to the termination date; (ii) each party will return or destroy the other’s Confidential Information on request; and (iii) SIDEKICK will provide reasonable assistance to transition work product to you or a successor.

When engaging SIDEKICK’s services, you agree not to:

• Direct Sidekicks to perform any illegal, fraudulent, or unethical activities
• Request tasks that violate the rights of third parties, including intellectual property rights
• Use our services to generate, distribute, or promote spam, malware, or harmful content
• Attempt to solicit or hire SIDEKICK team members directly outside of the SIDEKICK engagement during and for 12 months after the engagement

These Terms are governed by and construed in accordance with the laws of the Republic of the Philippines, without regard to its conflict of law provisions.

In the event of a dispute, both parties agree to first attempt resolution through good faith negotiation. If the dispute cannot be resolved within 30 days, it shall be submitted to the courts of competent jurisdiction in Metro Manila, Philippines, which shall have exclusive jurisdiction over any such dispute.

We may update these Terms from time to time. When we do, we will revise the effective date at the top of this page and notify active clients by email. Continued use of our services after the effective date of any update constitutes acceptance of the revised Terms.

Material changes affecting active engagements will be communicated at least 14 days in advance and will take effect only upon the commencement of your next billing period, unless otherwise agreed.

Entire agreement. These Terms, together with any applicable SOW, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements and understandings.

Severability. If any provision of these Terms is found to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force.

No waiver. Failure to enforce any provision of these Terms shall not constitute a waiver of future enforcement.

Assignment. You may not assign your rights or obligations under these Terms without our prior written consent. SIDEKICK may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.