Terms & Conditions
Last updated: April 1, 2020
The following terms and conditions constitute a binding agreement (the “Agreement”) between you hereinafter referred to as “Client”, and MYVA360 LLC, hereinafter referred to as “Service Provider”, and collectively as the “Parties” and become effective as of the date of first purchase of services by the Client. By accepting these terms and conditions, Client accepts virtual assistant services (the “Services”), and Service Provider acknowledges to have the experience necessary to provide the Services the Client needs, the Parties hereby agree as follows:
- This Agreement shall become effective as of the date of purchase and shall continue on a month to month basis unless terminated by either Party in written notice to the other before the next billing cycle.
- Services and Warranties. The Service Provider shall perform services purchased by the Client with reasonable care and skill and otherwise in the manner customarily performed by service providers in the Virtual Service industry (individually and collectively, the “Services”). The Service Provider may freely delegate any of the Services to the Service Provider’s remote staff in the Service Provider’s sole discretion.
- Service Provider agrees to produce certain Services to Client and will be engaged for the limited purpose of providing these Services to Client.
- Service Provider will perform the Services: i) in a timely, diligent, and professional manner; ii) in accordance with the Agreement, iii) in a manner consistent with best practices in the industry; and, iv) in compliance with all applicable laws and regulations;
- Service Provider has the full and unrestricted right, power, and authority to enter into this Agreement, perform the Services, and grant the rights granted herein;
- Service Provider is not authorized to enter contracts or agreements or create obligations on behalf of Client to third parties unless otherwise indicated by Client, in writing.
Client represents and warrants that:
- Client has the full and unrestricted right, power, and authority to enter into this Agreement, perform the Services, and grant the rights granted herein;
- All elements of text, images, or other artwork provided by Client to Service Provider: i) are either owned by Client or Client has obtained all necessary permissions or licenses for their use, and ii) do not infringe on the rights of any third parties, including trademark rights; and,
- Client is responsible for the accuracy, completeness, and propriety of all information provided by Client to Service Provider.
- Payment. Client shall pay Service Provider the fees in full in US dollars. Service Provider will send an invoice to the Client with a summary of all sums owed. All invoices are due on commencement of service date. All acceptable methods of payment will be indicated on the invoice.
Failure to pay may result in temporary or permanent suspension of Services.
In the event that Service Provider incurs legal fees, costs, or disbursements in an effort to collect its invoices, in addition to interest on the unpaid balance, Client agrees to reimburse Service Provider for all such expenses.
- Retainers. Retainer fees are required in full in advance of services; payment is due on or before the 1st day of service each month. If payment is not received by the 1st day of service, services will cease until full monies owed are received and applied accordingly. Services rendered beyond the retained services will be billed at a pre-agreed fee with payment due upon receipt. Payments rendered are considered fully earned and non-refundable. Unused services will be rolled over to the next month of service.
- Hourly Pay Basis. Initial hours will be applied against deposit until expended. Subsequently, the Client will be billed on a weekly basis for each prior week’s hours. Payments are due upon receipt. Payments rendered are considered fully earned and non-refundable.
- Additional Work. Client understands additional work beyond the scope of this Agreement must be negotiated separately and will require a separate Agreement. Services requested by Client and provided by Service Provider that do not fall within the scope of this Agreement will be billed separately at a pre-agreed rate with payment due upon receipt.
- 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, office supplies (e.g., file folders, envelopes, CDs, labels, etc.), mileage, long-distance telephone charges, payments made to vendors, and shipping and handling costs. Payment is due upon receipt.
- Changes/Revisions. This Agreement is limited to the Services outlined in this Agreement.. If Client requests new work or changes that are outside the original scope of the Services, Service Provider will provide an estimate for the completion of such new work or changes.
- Client Responsibilities. 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.
- Office Hours & Communication. Office hours are Monday through Friday 8:00 am to 6:00pm (EST). Phone calls and emails are to be the primary form of communication between Client and Service Provider. Service Provider is available for phone calls during office hours only. Occasional calls of only a few minutes in duration are not typically billed to Client. However, the time of both parties must be respected, and calls lasting over 15 minutes may be billed to Client. Telephone meetings must be prescheduled.
- Project Completion. Basic support receives immediate attention. Each new or special project requires a minimum of seven (7) days lead time. Client will provide sufficient notice and allow reasonable time frames for project completions. Rush projects of 24 hours or less and projects requiring weekend or holiday work may be subject to a 25% surcharge and/or other rush fees. Service Provider reserves the right to refuse any project or service request.
- Materials & Information. Client will provide all content, outlines, photos, project images, etc.necessary for any special projects. Source material must be clear and legible. Client is responsible for furnishing all pertinent information, and for furnishing accurate, truthful and complete information necessary for Service Provider to perform or complete the agreed services or project.
- Delivery. Completed projects are delivered via, email, fax, FTP, U.S. Mail, or other means as required by the Client. Client is responsible and will be billed for all shipping and handling costs. There is no charge for faxing or emailing.
- Accuracy. Client assumes full responsibility for acceptance of work or services performed and agreed upon, as well as final proofing and accuracy. Service Provider is not responsible for errors or omissions.
- Late Payments. Payments not received by the due date may result in work cessation. Service Provider reserves the right to refuse completion or delivery of work until past due balances are paid.
- Ownership of Services. Service Provider acknowledges that Service Provider has no right, title, or interest in or to any Services provided hereunder. Service Provider acknowledges that Service Provider will make no claim to any right, title, or interest in any of the Services created hereunder. Service Provider further acknowledges and agrees that Client shall own all rights, title, and interest in or to any Services provided hereunder.
For the avoidance of doubt and to further evidence the full ownership of the Services by Client, Service Provider hereby assigns to Client all rights, title, and interest to the Services. Service Provider agrees to assist Client with the enforcement of any proprietary rights over the Services, including the prompt execution of any additional documents that may be reasonably requested by Client.
- Late Fees. Clients who consistently fail to respond to questions in a timely manner, do not supply needed information, or otherwise impair efficient workflow increase administrative time, waste retainer hours unnecessarily, and prevent Service Provider from working to optimum standards and servicing other clients in a fair and equal manner. Service Provider reserves the right to impose late fees and/or increase hourly rates of Clients who fall into this category.
- Property. All billings (including invoices, statements and estimates), reports and time accounting are provided as a convenience to Client at the discretion of Service Provider and remain the property of Service Provider. Periodic audits may reveal previous billing discrepancies or errors, and Service Provider is entitled to void or recall incorrect invoices and statements and bill for any monies due on account.
- Accuracy of Information. Client agrees that the accuracy of information supplied to Service Provider is the sole responsibility of Client, and that Service Provider is not responsible and shall not be held liable for the results of services performed on the basis of inaccurate, incomplete or untruthful information furnished by Client.
- Indemnification/Release of Liability. Client shall indemnify, defend and save Service Provider harmless from any and all suits, costs, damages or proceedings, including, but not limited to, Service Provider’s services, pertaining to any and all litigation in which the Client is a party. Client shall pay all expenses incurred by Service Provider including, but not limited to, all attorneys’ fees, costs and expenses incurred should Service Provider be named a party in any litigation to which Client is a party. Client shall further indemnify and hold harmless Service Provider and its agents, officers and directors from liability for any and all claims, costs, suits and damages, including attorneys’ fees arising directly or indirectly out of or in connection with the operation of Client, and from liability for injuries suffered by any person relating to the Client. This agreement to indemnify Service Provider is not limited to any acts or omissions, statements or representations made by Service Provider in the performance and/or non-performance of Service Provider’s duties hereunder and relating to all contractual liabilities, which may be alleged or imposed against Service Provider. All reasonable precautions will be taken to safeguard the property entrusted to Service Provider. In the absence of negligence, however, Service Provider will not be held liable for loss, destruction or damage of any kind resulting from items which are lost or delayed in transit, whether such transit is electronic, fax, mail or otherwise, nor for unauthorized use by others of such property. Service Provider will not be held liable for any incidental, consequential or indirect damages, including without limitation damages for loss of profits, business interruption, loss of information, plagiarism, etc. Service Provider will not be held liable for typographical omissions or errors.
- Disclaimer. Service Provider has made every effort to ensure that all business services have been tested for accuracy and effectiveness. There is no guarantee that Client will see positive results to its business using the techniques and materials provided by Service Provider. Service Provider assumes no management responsibility for Client’s decisions or for policies or practices that Client implements.
As part of the Services, Service Provider will use techniques and methods that have proven successful in the past, in accordance with reasonable industry standards. This does not, however, guarantee that they will be successful for Client’s business. Because every audience and product is different, Service Provider cannot guarantee specific performance of the Services.
- Data Security. To perform the Services, Client may provide Service Provider with login credentials to certain accounts owned by Client. Service Provider undertakes reasonable efforts to safeguard this information. At no time will Service Provider claim any ownership rights in such accounts. Client grants Service Provider the authority to access these accounts to complete the Services. Client understands and agrees that Service Provider is not responsible for any breach of data security for these accounts.
- Termination. This Agreement may be terminated, postponed, or delayed, in whole or in part, by the Parties before next month billing cycle in written notice to the other party. If the Agreement is terminated within the first 15 days after the commencement date, the Client shall receive a full refund. No refunds will be issued if termination occurs 15 or more days after the commencement date. In the event of a Termination, all work by Service Provider will remain the property of Client. Upon termination by either party in accordance with any of the provisions of this Agreement, neither Party shall be liable to the other, because of the termination for damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, investments, leases, or commitments in connection with the business or goodwill of Service Provider or Client.
- Confidentiality. Service Provider agrees to hold in strict confidence and not to disclose to others or use for any purpose (other than the performance of this Agreement and Services), either before or after termination of the Agreement, any confidential or proprietary information of Client, including, without limitation, any confidential or proprietary information that is transferred pursuant to this Agreement. Confidential and proprietary information includes, without limitation, any technical or business information, product formulas or specifications, login credentials, manufacturing techniques, process, experimental work, program, software, marketing or distribution plans, strategies or arrangements, or trade secrets relating to the products, systems, equipment, services, sales, research, or business of Client. Confidential information is not limited to a specific medium and can be oral, written, electronic, or physical in format. (“Confidential Information”).
Service Provider shall not disclose Confidential Information to any third party in any form without Client’s prior written consent. Service Provider shall not disclose Confidential Information to any personnel or agents without the need to know such information. Except as otherwise provided below, information shall not be considered confidential hereunder nor subject to the provisions of this section if it can be demonstrated: (i) to have been rightfully in Service Provider’s possession prior to the date of the disclosure of such information to Service Provider, if such prior possession was not otherwise subject to a restriction on disclosure; (ii) to have been in the public domain prior to the date of the disclosure of such information to Service Provider; (iii) to have become part of the public domain by publication or by any other means except an unauthorized act or omission on the part of Service Provider, or (iv) to have been supplied to Service Provider without restriction by a third party who is under no obligation to maintain such information in confidence. Confidential Information shall not be deemed to be generally available to the public or in Service Provider’s possession merely because it may be embraced by a more general disclosure, or merely because it may be derived from combinations of disclosures generally available to the public or in Service Provider’s possession.
Upon Client’s request, Service Provider shall return to Client any and all written or physical embodiments (including copies) of Confidential Information disclosed to Service Provider by Client which is then in Service Provider’s possession, custody or control.
- Choice of Law and Jurisdiction. This Agreement shall be governed by the laws of the State of Florida without regard to its conflict of laws doctrine, and applicable federal laws of the United States of America.
- Assignment. This Agreement shall not be transferred or assigned, in whole or in part, by either Party to any third party without the express written consent of the other Party.
- Notice. Except as otherwise provided herein, all notices that either party is required or may desire to give the other party shall be in writing to the following addresses. Electronic mail is permissible, but will only be considered sufficient notice if the non-sending party affirmatively confirms receipt.
- Limitation of Liability. Client agrees that it has used Service Provider’s services at its own risk. Client releases Service Provider from any and all claims of damages that may result from any claims arising from this agreement, all actions, causes of action, contract claims, suits, costs, demands, and damages of whatever nature or kind in law or in equity arising from this agreement. Service Provider assumes no responsibility for errors or omissions in any written materials or correspondence to client.
- If any of the provisions of this Agreement is or becomes illegal, unenforceable or invalid (in whole or in part for any reason), the remainder of this Agreement shall remain in full force and effect without being impaired or invalidated in any way.
- Any rights or obligations contained herein that by their nature should survive termination of the Agreement shall survive, including, but not limited to representations, warranties, intellectual property rights, indemnity obligations, and confidentiality obligations.
- Any failure of either party to enforce any provision of this Agreement, or any right or remedy provided for therein, shall not be construed as a waiver, estoppel with respect to, or limitation of that party’s right to subsequently enforce and compel strict compliance or assertion of a remedy.
- Each party has participated in negotiating and drafting this Agreement, such that if any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if the parties had drafted it jointly, as opposed to being construed against a party by reason of the rule of construction that a document is to be strictly construed against the party on whose behalf of the document was prepared.
- The Agreement may be executed in several counterparts, all of which taken together will constitute one single agreement between the Parties. The parties expressly agree that with respect to this Agreement, a facsimile or electronic signature or executed document which has been formatted as a Portable Document Format (PDF) and electronically exchanged shall be binding upon the parties.
- This Agreement, along with all attachments, represents a single agreement, as well as the entire agreement with respect to the subject matter. This Agreement supersedes any prior agreement between the parties, whether written or oral, with respect to the subject matter.
- Changes to these Terms and Conditions. This Agreement may only be modified by the Service Provider, and we reserve our right to amend or supplement this Agreement at any time, at our discretion. When we change it or supplement it, we will do our best to provide you notice and point out what is different or new. We may also post rules and guidelines applicable to specific products or services to the various areas of our Website that describe them. You are responsible for reviewing this Agreement and our Website for any rules or guidelines applicable to the Services you are purchasing or applicable to specific areas of our Website and any amendments or supplements to this Agreement, changes in our rates or changes to the Services (collectively, “Changes”). If at any time, you do not agree to the terms of this Agreement or any of the policies on our Website, please discontinue use of the Services, and immediately close your account(s). We’ll miss you, but we’ll understand. Your continued use of the Services after MYVA360’s posting of any Changes constitutes your acceptance and agreement with the Changes and all Changes shall supersede any previous agreement between you and MYVA360. You must periodically review these terms and conditions to ensure you know of any changes.