Thank you for purchasing our services at Virtual Assist USA. You are accepting the practices described in this agreement. By signing this agreement and agreeing to our terms of service, on the signup form, the signatory acknowledges and warrants that they have the full legal authority to execute this contract on behalf of the Client, and that all necessary corporate approvals have been obtained. The signatory confirms that they are authorized to bind the Client to the terms and conditions set forth in this agreement, irrespective of their specific title or position, and that their signature is sufficient to create a legally binding obligation for the Client.
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This agreement is made effective on your purchase date or signature on "Get Started with Virtual Assist USA" form, between You the “Client” and Virtual Assist USA, LLC, “Company". In this agreement, the party who is contracting to receive services shall be referred to as “Client,” and the party who will be providing the services shall be referred to as “Company” Therefore, the parties agree:
Description of Services: Beginning on the purchase or signature date, the Company will provide Virtual Assistant Services to the Client. The Company has agreed to provide the services in accordance with the terms and conditions set forth in this agreement.
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Payment: Client shall pay the Company for Services rendered at the selected package. Time is billed in 1-minute increments. All grants of any license to use or transfer ownership of any intellectual property rights under this Agreement are conditioned on full payment, including all outstanding Additional Costs. Client also agrees to pay Company’s reimbursement fees for all third-party charges incurred on Client’s behalf. All such expenses must be approved in writing by the Client. All services are provided on a nonrefundable basis, which ensures that we can continue to provide the best pricing. In addition, if your account is canceled by the company for violation of this Agreement or the attached Acceptable, all payments made become nonrefundable. Client agrees not to charge back any credit card payments for services rendered or hours that are unused. In the event that a customer files a chargeback or other payment dispute, they will be considered to be in violation of this agreement and will be subject to collection and legal action. Any invoice over $5000 must be an ACH, wire transfer or bank check. Any legal fees will then be applied to the client's bill. Where all services are considered to be provided on a strictly prepaid basis, no prorated or partial refunds will be made. Late fees subject at 5%. Invoices due upon receipt. Should your account go to collections, your business or legal entity will be held responsible for all costs of collection and litigation attributed to the collection of the overdue balance. As security for payment of any sum due or to become due under terms of any agreement, Virtual Assist USA shall have the right to retain possession of, and shall have a lien on, all customer property in our possession including work in process and finished work.
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Confidentiality: The Client recognizes that the Company has and will have the following proprietary information: products, prices, future plans, client database, and personal information. The Company agrees not to, at any time or in any manner, either directly or indirectly, use any Information for Company’s own benefit, or divulge, disclose, or communicate any information to any third party without the prior written consent of the Client. The Company will protect the Information and treat it as strictly confidential. The Company agrees not, at any time, to disclose any Confidential Information to any person, not an employee or recognized consultant of the Client, nor will the Company use Confidential Information for any purpose other than as required to perform his services hereunder. Further, the Company agrees not, at any time, or in any way, to take or reproduce Confidential Information unless required by the Client for the Company to perform services hereunder.
Non-Disclosure: Company will hold in confidence and not possess or use (except to evaluate within the proposed business relationship) or disclose any Proprietary Information except information you can document (a) is in the public domain through no fault of yours, (b) was properly known to you prior to disclosure and you will not reverse engineer or attempt to derive the composition or underlying information, structure, or ideas of any Proprietary Information.
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Rush Fees:
Virtual Assist USA understands that unforeseen projects can arise and may require immediate attention. If feasible, the team may accommodate emergency requests with an additional fee for urgent projects which require 24 hour turnaround. Rush jobs are considered a premium service and will be provided at our discretion only. Our rush fee is 1.5x the hourly rate. Rush fees are applied for any any singular project within the 24 hour window on regular business days as well as any work done on a weekend or holiday. Virtual Assist USA will notify the client when additional rush fees apply to a project except when implicitly inferred by the 24 hour turnaround requirement. Rush fees of 1.5x the hourly rate applies to weekend work that is required by the client. Should a VA choose to do work on a weekend, this does not have the 1.5x fee applied.
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Time Blocking:
Virtual Assist USA understands the need for a Client to need a Virtual Assistant for a specific time block each day. If this is required by the client, the client must pay for the time block regardless if they have work for the Virtual Assistant at this time or not. If Client wants to lift a time block, 1 weeks notice is required. This means that if a Client rescinds the time block, they will be charged for the preceding weeks worth of time blocks.
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In Person Events:
Should Client need a Virtual Assistant for an in person event, it is at the discretion of the Company to approve or deny the request. Should the event be approved the Client is responsible for all travel time to be paid to the Virtual Assistant, all mileage reimbursements, meal reimbursements, any associated travel costs, and other fees related to the event if applicable.
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Entire Agreement: This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement, whether oral or written. This Agreement supersedes any prior written or oral agreement between the parties.
Non-Solicitation: Client agrees that at all times while Client is employing the services of Company and for twelve months thereafter, Client will not, directly or indirectly solicit, divert hire, retain (including as a consultant) or encourage to leave the employment period of Company and any employee of Company, or hire and retain (including as a consultant) any former employee of Company who has left the employment period within 12 months prior to such hiring or retention. Client understands the cost that Company incurs to recruit, select and train employees. Client agrees that if they violate this portion of the contract by hiring or contracting any Virtual Assist USA employees either as an employee or contractor within 12 months of Virtual Assist USA providing any services to Client, Client will pay a finders fee of $55,000 immediately via check or ACH. According to the Society for Human Resource Management, each time a business replaces an employee, it costs nine to twelve months of salary. The finders fee calculates this cost as well as costs of direct loss in revenue, disruptions in productivity, and team services.
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Scheduled Meeting Cancellation Policy: We understand that situations arise in which you must cancel a scheduled meeting. Per this policy if you must cancel your appointment, that you provide more than 24 hours’ notice for any scheduled meeting equal or greater than 1.5 hours; these appointments cancelled within 24 hours will be charged the full amount. Scheduled appointments that are less that 1.5 hours in time block, that are canceled within 12 hours of the scheduled appointment will be charged for the full amount of the scheduled time. Any scheduled meeting that is a no show will be billed the full allotted time.
Severability: If any provision of this Agreement shall be held to be invalid for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of the Agreement is invalid or unenforceable, but that by limiting such provisions, it would become valid and enforceable, then such provision shall be deemed to be written, construed and enforced as so limited. In any case of severability Virtual Assist USA will assist with a transition to a competitor if necessary, in moving over operating procedures and documents, but will not train competitors contractors or employees.
Expiration & Modification: This Agreement shall remain in effect until such time as one or the other Party provides written notice of cancellation. This Agreement may be modified or amended as necessary after negotiations initiated by either Party. If agreement is reached, only a written instrument signed by both Parties will modify or amend this Agreement.
Client Responsibility: Client understands that Service Provider is not an employee and that this will be a collaborative, professional relationship of equals where mutual professional respect, courtesy, and consideration are expected. Due to the virtual nature of the relationship, Client understands the importance of communication, especially via email, and agrees to respond to questions, requests and communications from Service Provider in a timely manner. Client understands that Service Provider is a business with other clients to serve, and requires fair, realistic notice in order to attend to requests and projects. Poor planning or miscommunications on the part of the Client will not constitute an emergency for Service Provider. Client understands that Service Provider may require detailed clarification of projects in order to meet expectations and provide the best support and highest quality work. Our services are not intended to represent or guarantee that all clients will achieve the same or similar results as others. Client holds the responsibility of any and all decision making. Our Services are designed to aid you in operating your business and are not promises for actual or future performance. Nothing shared by Company or shared by third parties is a promise or guarantee of results or present or future earnings. As provided by law, we make absolutely no guarantees as to any result you will have. Client fully agrees to have read and understood that Virtual Assist USA is not responsible for your success or failure, and makes no representations or warranties of any kind whatsoever that our services will produce any particular result.
Client Intellectual Property: In consideration of the compensation described in this Agreement, Company and Company's employees shall grant, license, release, and/or assign to Client, all right, title, and interest in and to all copyrights, patents, trade secrets, developments, inventions, or any other intellectual property that is created in the course of the Services. All copyrights, patents, trade secrets, developments, inventions, and/or any other intellectual property that is created in the course of the Services shall be the sole and exclusive property of Client, and Company shall turn over any such intellectual property to Client immediately upon request or upon the termination of this Agreement for any reason. Upon Client’s request, Company will execute and return to Client any documents necessary to enable Client to protect its rights, title, and/or interest in and to any of the intellectual property described in this section. All grants of any license to use or transfer ownership of any intellectual property rights under this Agreement are conditioned on full payment, including all outstanding Additional Costs.
Disclaimer and Limitation of Liability: To the fullest extent, permitted by law, Virtual Assist USA, LLC disclaims all warranties, express or implied, including without limitation for no infringement. TO THE FULLEST EXTENT PERMITTED BY LAW: (a) Virtual Assist USA will not be liable for any consequential, special, indirect, exemplary or punitive damages (including without limitation loss of profits, revenue, interest, goodwill, loss or corruption of data or for any loss or interruption to customer’s business) whether in contract, tort (including without limitation negligence) or any other legal theory, even if advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy. Except for payment obligations, neither party is liable for failure or delay resulting from a condition beyond the reasonable control of the party, including without limitation to acts of God, government, terrorism, natural disaster, labor conditions and power failures.
Applicable Law This Agreement shall be governed by the laws of the State of Pennsylvania, the Company’s state of business registration. In the event that any disagreements arise, all litigation must occur in the Company’s county and state of business, Allegheny County, Pennsylvania, USA.