Bottleneck Distant Assistants
Memorandum of Understanding

Memorandum of Understanding

This  Memorandum of Understanding (“MOU”/”Agreement”) is made between Bottleneck Distant Assistants (“Service Provider”), located at 8089 W State Hwy. 76, Unit 52, Cape Fair MO 65624 and Client (“Subscriber”), known together as (“Parties”).

The party who will be performing and completing all tasks shall be referred to as the Dedicated Distant Assistant (“DDA”). The party providing the DDA service will be referred to as the Service Provider (“BNDA”) The Client is the entity hiring BNDA to complete all tasks through the services of a DDA in a timely and professional manner.

SERVICES

1. DESCRIPTION OF SERVICE

Upon the start date of DDA work BNDA will provide any needed assistance between Client and DDA (collectively, the “Services”):

TASKS: As discussed and agreed to verbally in the Consultation Call with Bottleneck Distant Assistants.

2. SERVICE LOCATION/TRACKING

The Services provided under this Agreement shall be performed at DDA’s place of business. (i.e. Home Office, etc.).

DDA will use BNDA’s time tracking software for the Integrated Services Program (ISP), as outlined in Section 13 hereafter, to track time accessed by Client to complete tasks associated with the ISP. DDA will use BNDA’s project management software for internal ISP project management communication. DDA will act as a project manager/liaison between the Client and ISP team.

3. SCHEDULE AND DAYS OFF

Full-time or part-time with days and hours to be determined by Client.

4. PAID TIME OFF POLICY

PTO is not a requirement of Client.

The Paid Time Off (“PTO”) Policy is to provide BNDA DDA’s with flexible paid time off from work to be used for vacation, personal or family illness, doctor appointments, school, volunteerism and other activities of the DDA’s choice. BNDA’s goal is to reduce unscheduled absences and the need for supervisory oversight. 

DDA’s are awarded 5 days of PTO each year after 60 consecutive days of service. BNDA uses the following Holiday Calendar based upon US Central Time Zone as a suggested schedule:

Suggested Paid Holiday Calendar

New Year’s Day - January 1

Maundy Thursday - Thursday before Easter

Good Friday - Friday before Easter

Memorial Day - Last Monday of May

US Independence Day - July 4

Labor Day - First Monday of September

All Saints Day - November 1

All Souls Day - November 2

Thanksgiving Day - 4th Thursday of November

Black Friday - Friday after Thanksgiving

Christmas Eve - December 24

Christmas Day - December 25

New Year’s Eve - December 31

If the holiday falls on a Saturday, the observance will fall on the Friday before. If the holiday falls on a Sunday, the observance will fall on the Monday after.

Client may use BNDA’s suggested schedule or any variation thereof consistent with their internal schedule. Client will provide written notification within 30 days of the observed holiday to be eligible for refund of the daily subscription amount if they do not follow the Suggested Paid Holiday Calendar as listed above. * [email protected].

PTO taken in excess of the PTO vacation policy can result in progressive disciplinary action up to and including DDA termination. This time off will be unpaid. The only exception must be granted by Client.

*A check will be mailed to the address on file unless otherwise noted in the written notification.

5. PAYMENT FOR SERVICES

Client agrees to pay compensation for Services based on their selected Subscription Plan (“Subscription Plans”). BNDA reserves the right to modify the payment structure anytime. 

The BNDA Recurring/Subscription plan will be automatically deducted from the Client's payment source every month.

BNDA must receive payment before 3pm CT, 1 business day prior to the start date.

BNDA directly pays all DDA’s.

In the event of a payment failure, Client will be notified via email, to update their payment information. Should the payment remain outstanding, a $40 late fee will be incurred, and a reminder email will be sent to prompt payment. If the payment remains unresolved after 7 days, an additional $100 late fee will be applied, totaling $140. Failure to receive payment within 7 days will result in notification to the DDA, leading to a halt in work until payment is received. We encourage open communication and invite Clients to contact our billing team at [email protected] for payment-related concerns or our support team at [email protected] for technical assistance. See notification process as follows:

Initial Notification:

An email notification will be sent immediately upon detection of a failed payment. The email will be sent to the Client's registered email address and will include details of the failed transaction. The email will advise the Client to review their payment information and take necessary steps to rectify the issue.

Late Fee Assessment:

$40 Late Fee (if unpaid for 5 days):

If the payment remains unpaid for 5 days following the initial notification, a late fee of $40 will be assessed and added to the outstanding amount. A reminder email will be sent to the Client, informing them of the late fee and urging them to settle the payment promptly to avoid further penalties.

Total of $140 Late Fee (if unpaid for 7 days):

If the payment remains unpaid for 7 days after the initial notification, an additional late fee of $100 will be added to the outstanding amount, bringing the total late fee to $140. The Client will be notified via email of the total late fee and the urgency of settling the payment to prevent further escalation.

Notification to Dedicated Distant Assistant  (DDA):

No Payment Received after 7 Days:

If the payment remains unpaid for 7 days following the initial notification, the (DDA) will be notified. The DDA will be informed of the situation and advised that work will be halted until the outstanding payment is resolved. This notification will serve as a last resort to prompt immediate action from the Client.

Communication Channels:

Open Communication:

We encourage open communication throughout the payment resolution process.

Clients are welcome to reach out to our dedicated billing team via email at [email protected] for any payment-related queries or concerns. Additionally, our support team can be contacted at [email protected] for assistance with technical or account-related issues.

BNDA will send the Client a Subscription Gap Invoice for any days unpaid. Once payment is received, DDA may continue work for Client. If Client incurs 3 declined payments, necessitating a Subscription Gap Invoice, an additional $25 processing fee will apply.

Bonuses may be provided to DDA at Client’s discretion. Bottleneck Distant Assistants traditionally receive a “Year End Bonus" in December. The amount is at Client's discretion. The recommended amount for the bonus is $600 for part-time and $1,000 for full-time DDA’s. BNDA will invoice Clients and provide the entire amount to DDA less a $25 service fee and an additional 3% for transaction costs.

Clients may choose to provide performance-based bonuses at their discretion. Bottleneck will invoice the client for the bonus amount plus a 10% processing fee. Bonuses will be paid on the 1st or 16th of each month in accordance with Bottleneck’s DDA MOU.

If payment processing is requested on a date other than the 1st or 16th of each month, a service fee of $25 plus 10% to cover all processing fees charged by financial institutions will be added to the bonus amount. To ensure timely processing, please request any bonus invoice at least 10 business days prior to the 1st or 16th, as financial institution processing times may vary.

Raises are given to the DDA by the Client based on performance, KPI’s, and Cost of Living (COLI). The Client has the right to give raise whenever they want. An increase in DDA compensation shall be based on the amount the Client is willing to pay. E.g., If the Client is willing to pay for an additional 10% of the subscription, the entire amount will be given to their DDA. DDA, which has been in service for a year or more, and has not received any raise, re-subscription, or bonuses, is entitled to a raise based on Cost of Living Increase (COLI) %- of consumer inflation rate report. The Client who has given a raise in the previous year is not required to give an additional raise for the next Even COLI year.

Please contact [email protected] for more information.

6. TERM/TERMINATION

The Subscription-based services continues on a month-by-month basis and can be terminated at any time with a recommended *two-week written notice to [email protected].

If any part of the subscription is unused, a transaction fee of 2.9% of the balance plus a one-time $0.30 per transaction fee will be deducted for transaction fees. These fees are set by third party vendors.

*BNDA asks Clients and DDA’s to provide a minimum 2-week notice upon termination or resignation as a courtesy to each party, but again, this is not required. 

7. NON-DISCLOSURE AND NON-SOLICITATION

DDA shall not directly or indirectly disclose to any person other than a representative of DDA at any time either during the term of this agreement or following the termination of or expiration thereof, any confidential or proprietary information pertaining to DDA, including but not limited to Client lists, contacts, financial data, sales data, supply sources, business opportunities or developing business, plans and models or trade secrets.

Furthermore, DDA agrees that during the term of this MOU and for a period of two (2) years following the termination of this agreement, DDA shall not directly or indirectly solicit or attempt to solicit any customers or suppliers of Client other than on behalf of Client.

DDA agrees that during the term of this agreement, which will remain in effect until such time as this agreement is formally terminated, as outlined in Section 6 herein above, and for a period of two (2) years thereafter, Client shall not directly or indirectly solicit or attempt to solicit DDA identified herein to hire, contract or employ without consent of BNDA.

8. RELATIONSHIP OF PARTIES

It is understood by the parties that DDA is a Service Provider and not an employee, agent or contractor of Client or BNDA. Client will not provide fringe benefits including but not limited to health insurance or any other employee benefits for the benefit of DDA. Client will not hire, recruit or solicit DDA after termination of this agreement without prior written consent from BNDA.

Any bonuses or other financial-related transactions will always be paid to BNDA wherein BNDA will pay DDA directly.

Client will not discuss any financial, bonus or schedule related items with DDA without first speaking with BNDA. BNDA will handle all non-task related communication with DDA so Client and DDA can focus on the tasks at hand.

9. WORK PRODUCT OWNERSHIP

Any works copyrighted, ideas, discoveries, inventions, patents, products or other information (collectively the “Work Product”) developed in whole or in part by DDA in connection with the Services shall be the exclusive property of Client. Upon request, DDA shall sign any and all documentation necessary to confirm or perfect the exclusive ownership of Client the Work Product.

10. LIABILITY

DDA will not be liable for any loss, damage or delay of Client project due to circumstances beyond DDA’s control. Circumstances may include but are not limited to acts of God, public unrest, power outages and inability to contact DDA. In the event of such loss, damage or delay, DDA will make every effort to notify Client and BNDA immediately.

11. CONFIDENTIALITY

DDA WILL NOT AT ANY TIME or in any manner, either directly or indirectly, use for the personal benefit of DDA, divulge, disclose or communicate in any manner any information that is proprietary or confidential to Client. DDA will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this agreement.

Upon termination of this agreement, DDA will return to Client all records, notes, documentation and other items that were used, created or controlled by DDA during the term of this agreement with the exception of items purchased by Client and not reimbursed by BNDA. DDA WILL NOT AT ANY TIME discuss payment terms, ask for gifts, technology or anything else related to their rate of pay with Client.

12. SEVERABILITY

If any provision of this agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this MOU is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed and enforced as so limited.

13. INTEGRATED SERVICES PROGRAM (“ISP”)

DDA is trained to coordinate projects outside of their skillset in the following areas:

• Graphic Design
• WordPress Website Management
• Audio/Video Editing

The ISP is available in two different payment options with monthly billing for a part-time or full-time DDA. Part-time includes 12 hours of ISP (“ISP12”) every month and full-time includes 24 hours of ISP (“ISP24”) every month. Any ISP hours unused during the month DOES NOT roll over to the next month. Every month the ISP hours are reset.

If Client desires more than the allotted hours within their monthly plan, additional hours will be billed at $25.00 per hour for each additional hour over their allotted ISP hours.

All ISP hours will be tracked and reports submitted to Client by DDA.

*Any Client branded deliverables will be provided after Client has completed the initial 60-Days with Bottleneck Distant Assistants.

Terms of Service will be updated as needed.