Virtual Assistant Terms

 

Eureka Virtual Services LLC (“Company”) has been retained by the Client (“Client”) to provide independent administrative services in support of Client’s business by service provider (“Service Provider”). For purposes of this document, the Service Provider may provide professional services such as, but not limited to, a virtual assistant, book keeping, marketing, and any other services that the Company shall decide in the future. We accept clients worldwide, provided the output is in English and our payment terms are agreed upon. Depending on the Company’s staff language proficiency, Client can request other languages. By using the Company’s services, Client agrees to be bound by the terms and conditions set forth in this agreement. Company and Client acknowledge and agree that the terms and conditions of this agreement become effective immediately upon starting use of Company’s services. At times during this agreement, Company, Client, and Service Provider may be referred to as “Parties”.

Deliverables. The Company’s regular operating days are Monday through Friday (check Office Hours & Communication below for further information). Information, completed projects, updates, milestones, etc., will be delivered by e-mail, facsimile, CD/DVD or other method as agreed to with the Client. All files are virus-checked prior to transmission, and there will be no charge associated with e-mail delivery. However, other delivery methods (courier, etc.) will be charged to the Client at cost.

Expenses. Expenses incurred on behalf of Client are not included in any fees and will be billed to Client. Reimbursable Expenses may include, but are not limited to, mileage, long-distance telephone charges, payments made to vendors, and shipping and handling costs. Long- distance telephone calls will only be done when absolutely necessary and will be billed at cost to Client, if not included in the service package that the Client purchases. On-site visits will be billed for meeting time, roundtrip travel time, and mileage. A detailed written expense deposit may be requested. Payment shall be due upon receipt.

Responsibilities. Client understands and acknowledges that the Service Provider is an independent contractor or works for an independent contractor and is in no instance an employee of the Company. Service Provider’s shall not be entitled to any rights or benefits afforded to the Company’s employees. It is acknowledged and agreed upon by the Parties that there may be instances where the Service Provider is an employee of the Company or the services being given to the Client are performed by an employee of the Company. If clarification as to whether Service Provider is an employee of the Company is needed, Client shall request this information in writing from the Company. Client further acknowledges and agrees that due to the virtual nature of the relationship Parties, the Client understands the importance of communication, especially via email, and agrees to respond to questions, requests and communications from the Company in a timely manner. The Client understands that the Company is a business with other clients to serve, and requires fair, realistic notice in order to attend to requests and projects. Poor planning or miscommunication on the part of Client will not constitute an emergency for the Company.
The Client understands that the Company may require detailed clarification of projects in order to meet expectations and provide the best support and highest quality work, for which the Company will keep as many communication channels open as possible. Client understands that the Service Provider is not an employee of the Company, and that this will be a collaborative, professional relationship of equals where mutual professional respect, courtesy and consideration are expected.

 

Office Hours & Communication. Office hours are Mondays through Fridays, 9 am to 6 pm (EST), unless agreed upon otherwise with the Company. Email, Phone, and Instant Messaging are the primary forms of communication between the Client and the Company. The Company is available for phone calls during office hours only. Meetings and appointments (whether in-house, on-site or by telephone) may need to be scheduled in advance to ensure that all Parties are available.

 

Holidays & Closures. The Company office is closed, and the Service Providers will not be working on the following Holidays: Memorial Day, Good Friday, 4th of July, Labor Day, Thanksgiving Day, Christmas Day and New Year’s Day. Currently the holidays that will depend on the Client’s preference are Christmas Eve, New Years Eve, and Black Friday. These three (3) holidays and any other days off will depend on the Client’s preferences.

Confidentiality. A Confidentiality Clause is part of our Service Agreement, which must be fully executed before any work commences. The Company will not at any time, either directly or indirectly, use for its personal benefit or disclose, or communicate in any manner any information that is pertaining to the Client. All of the Client’s information will be kept strictly confidential. This provision shall remain effective after the termination of all agreements and projects. Upon termination of agreements, the Company will return, or destroy where appropriate, all documentation, records or other items that were used or created by the Company for the Client during the term of this agreement. The Parties shall not, unless provided with prior written consent, disclose to a third party any information of a confidential nature received from the disclosing party which relates to the business of that party whether or not such information is marked as confidential (“Confidential Information”). “Confidential Information” means all information whether written, oral, or electronic format and whether disclosed directly or indirectly, designated as such by Client, which relates to the business, affairs, customers, products, developments, operations, processes, pricing, networks, trade secrets, design rights, know-how and personnel of Client’s business or an associate business, if applicable. Confidential Information shall also include business or marketing plans or strategies, customer lists, operating procedures, computer programs and inventories, discoveries, and improvements of any kind. These lists are not to be considered all-inclusive or all encompassing, but rather examples of such information that is deemed Confidential Information.

Your Privacy. Any information you give to the Company will be held with the utmost care, and will not be used in ways that the Client has not consented to. The Company will ask the Client when information that personally identifies the Client or allows the Company to contact the Client is needed. Generally, this information is requested at the time the Client is asking for information regarding the Company or hiring the Company’s services.

Copyright and Trademark Information. All content included or available on this site, including site design, text, graphics, interfaces, and the selection and arrangements thereof is intellectual property of the Company, with all rights reserved, or is the property of the Company and/or third parties protected by intellectual property rights. Any use of materials from the Company website, including reproduction for purposes other than those noted above, modification, distribution, or replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of an authorized officer of the Company, is strictly prohibited. The Client agrees that they will not use any robot, spider, or other automatic device, or manual process to monitor or copy the Company’s web pages or the content contained therein without prior written permission from an authorized officer of the Company. The Company’s trademarks may not be used in connection with any product or service that is not provided by the Company, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits the Company. In the event that this section is violated, the Parties agree that this will result in irreparable harm to the Company for which damages would be an inadequate remedy. Therefore, the Company shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of this section. Such equitable relief shall be in addition to the Company’s rights and remedies otherwise available and granted under the law.

Non-Solicitation. During the term of this agreement, and for a period of twenty-four (24) months from the termination of this agreement, the Client shall not, either on his/her own or for any person, firm, partnership, corporation, or other entity take any action or perform any services which are similar to the Company’s or compete for, solicit, divert, or take away, or attempt to divert or take away, any of the Company’s customers, suppliers, endorsers, or advertisers. The Client shall not directly or indirectly solicit any of the Company’s employees or hire any employee that has provided his/her services to the Company. The Company shall be entitled to a fine for the maximum amount allowed by law in Client is in violation of this section.

Equipment. Service Providers shall have the following tools and equipment: computer, at least 1 monitor, headset, keyboard, mouse, and access to the Internet (“Standard Equipment”). The Client will be responsible for prompt reimbursement of any expense incurred by the Company or Service Provider in the purchasing of equipment or tools beyond the Standard Equipment that the Client may require the Service Providers to utilize in the performance of the work set out by the Client. The Company will secure written approval from the Client for any additional needed tools and equipment prior to the purchase of such equipment. Service Providers shall ultimately determine and have control over the method and means by which they accomplish their tasks, however, the Client shall be responsible for providing any additional equipment as needed in order to effectively accomplish these tasks.

Replacement of Service Provider. The Company abides by and believes in a three-round policy if the change of a Service Provider is necessary.
• Round One: If the Client’s Service Provider has a performance issue or should the Client have a concern, the Client is required to notify the Company of this concern. A meeting will then be scheduled between the Company and the Client to address and put in place a plan to resolve the concerns.
• Round Two: If after this meeting between the Company and the Client the concerns are unable to be resolved with the Service Provider, a strict performance plan will be implemented, as determined, and agreed upon, by the Company and the Client. Following this meeting, if the Client does not believe the concerns will be corrected from the performance plan, the Client has the option and right to select a new Service Provider moving forward.

Round Three. If after the assignment of a new Service Provider, this new engagement does not resolve the concerns, this contract may be terminated with proper prior notice by the Client.

Prepay Service. The Company will start providing virtual assistant services once the Client makes the required payments prior to the starting date, that have been previously arranged with the commercial department. After the first month, if the Client wants to continue with the service, they must make the payment for the next month. This payment must be received by the Company in the first two (2) business days of the following month after the start date. If payment is not received by the Company within the timeframe referenced above, the Company will suspend the services until payment confirmation is received. In the event that payment has not been received fifteen (15) days after said payment is due, the Company shall assume that the Client no longer requires services, and therefore the Client’s Service Provider may be removed and/or given to another client.

No Warranty/Limitations on Liability. The Company makes no express or implied warranty, including, but not limited to, any warranty of quality, performance, merchantability of fitness for any purpose, with respect to any services performed or any goods, including, but not limited to, processes, procedures, or other proprietary property developed hereunder. In no event shall the Company be liable to Client or any other party, agent, representative, or client of Client for any damages, expenses, liabilities, fees, obligations, errors or omissions on behalf of the Service Provider, or losses arising out of this agreement whatsoever, or for the services provided hereunder, whether for work performed, goods or services developed, or otherwise, which are in the aggregate in excess of the applicable amount of fees actually paid to the Company by the Client with respect to the assignment resulting in such loss. In no event shall the Company be liable to the Client or any third party for any incidental, indirect, or consequential loss (including, but not limited to, lost profits, business interruption or lost data) arising from or related to any services performed or goods developed pursuant to this agreement. Any and all claims must be delivered in writing to the Company within 30 days after the termination of the applicable Service Provider assigned to the Client or they are expressly waived. The Company and the Client acknowledge and agree that the Company shall not be liable for any data that is shared between the Client and the Service Provider. The Client shall be solely responsible for maintaining and storing any documents or information that the Client and the Service Provider are discussing and/or working on. The Company does not store or retain such information on behalf of the Client or the Service Provider. The Company shall not be responsible for obtaining any duplicates of lost documents or any consequential loss or damages resulting therefrom. If the work that the Service Provider is performing requires certifications, permits, or licenses, it is expressly understood and acknowledged by the Client that it is their sole responsibility to ensure that the Service Provider is in compliance with any and all laws/regulations surrounding certifications, permits, or licenses. The Company does not warrant or represent that the Service Providers have any certifications, permits, or licenses needed to perform various tasks.

Claims Between Client and Service Provider. The Company and the Client acknowledge and agree that there is no employer/employee relationship between the Company and Service Provider. In the event that a claim or dispute arises between the Client and Service Provider, the Company shall not be responsible for such actions or be required to indemnify the Service Provider or compensate the Client for any damages received.

Pricing. The Pricing listed on the invoice is the agreed amount between the Client and the Company.

Cancellation of Services. The term of this agreement and the services provided to the Client by the Company are on a month-to-month basis. Cancellation of these services can be done at any time, once the billing cycle is completed. Alternative arrangements can be made by mutual written agreement between the Company and Client. The Company does not give full or partial refunds for subscriptions that the Client has purchased regardless of the basis for the refund request. The Client may elect to cancel his/her subscription at any time by sending an email to [email protected] with a cancellation request. The Client’s election will be deemed to have been received one (1) U.S. business day after the Company receives the cancellation notice through [email protected]. The Client’s election to cancel his/her subscription will take effect at the conclusion of the billing period in which your election is received. For example, if the Client purchases a subscription on January 1st and then elect on January 15th to cancel his/her subscription, the subscription will be terminated effective as of 11:59 p.m. Eastern Time on January 15th. If the Client’s subscription has a monthly fee installment structure, the portion of the monthly subscription fee attributable to the period between January 16-31 will not be refunded. After the trial period (7 days on your first month) All sales are final. The Company does not give full or partial refunds for subscriptions that the Client has purchased regardless of the basis for the refund request.

Modification. This Agreement is not subject to alteration, modification or change, except in writing, signed by an authorized member of the Company and shall not be deemed to be changed, modified, or altered by reason of any advice, suggestions, guides or sales aids furnished by the Company to the Contractor. This agreement shall be effective from the date of acceptance until December 31 of the same year and shall thereafter be automatically renewed each January 1, for additional terms of one year each, provided that the Agreement may be terminate by either party effective immediately for any breach of its provisions or by either party at any time during the initial term or any renewal term by written notice as set forth herein.

Dispute Resolution, Remedies and Governing Law. This agreement shall be governed by the laws of the State of Texas as to all matters. The parties further agree that if any dispute or controversy arises between them concerning any manner relating to this agreement that any issues which either party may elect to submit for legal jurisdiction shall be submitted to the jurisdiction of the courts of the State of Texas and the parties agree that the proper venue to be Montgomery County, Texas. In addition to all the remedies otherwise available to the Company, including, but not limited to, recovery from Contractor of damages and reasonable attorneys’ fees incurred in the enforcement of this Agreement, the Company shall have the right to injunctive relief to restrain and enjoin any actual or threatened breach of the provisions herein. All the Company’s remedies for breach of this Agreement shall be cumulative and the pursuit of one remedy shall not be deemed to exclude any other remedies.

Attorneys’ Fees. If either party to this Agreement shall bring any action for any relief against the other, declaratory or otherwise, arising out of this Agreement, the losing party shall pay to the prevailing party a reasonable sum for attorney fees and costs incurred in bringing such suit and/or enforcing any judgment granted therein, plus interest at the legal rate from the date of accrual of such fees and costs, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment.

Severability. The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any one or more of the provisions hereof shall not affect the validity or enforceability of any one or more of the other provisions hereof.

Technology Disclaimer. In order to consistently provide the Client with productive Service Providers, the Company utilizes various tools to help measure productivity and ensure that Service Providers are working when they are expected to. The Company employs technology through third-party vendors to accomplish this. These technologies are workforce productivity and analytics software that help teams understand how people work. Generally speaking, they utilize a productivity monitoring platform that collects and analyzes data and provides insights that may help people be more productive and compliant. These vendors use metrics based on user interactions with applications and websites and how those actions tie to desired outcomes. Service Providers also uses cloud-based virtual desktops to provide more functionality and a better experience. These virtual desktops are utilized through third party vendors. In the event that the Client wishes to end their services with the Company, or the Client’s Service Provider leaves, all information that was captured via these third-party vendors, and/or any other productivity tool, is immediately deleted. The Client may elect to not have the benefit of these tools by providing written notice to the Company at the time of execution of this Agreement and will receive written confirmation of this waiver from the Company at that time.