CLIENT SERVICES AGREEMENT

 

Please read & agree to the Client Services Agreement to avail of the services of a virtual assistant (“VA”).

By submitting the attached Order Form, the person or entity (hereafter “CLIENT”) named in the Order Form agrees to the following Client Services Agreement. This Client Services Agreement, together with the attached Order Form, comprise the entire agreement (“Agreement”) between CLIENT and VIRTUDESK, Inc., a Washington Corporation (hereafter “VIRTUDESK”) (collectively “the Parties”).

WHEREAS, Client desires to retain the services of VIRTUDESK to provide full and/or part time independent virtual assistant (“VA”) services to Client, and VIRTUDESK desires to provide such services on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, VIRTUDESK and Client agree as follows:

AGREEMENT

  1. Scope of VIRTUDESK shall use reasonable efforts to supply Client with one or more independent VAs as requested by Client on a contract basis to perform the services as described in the attached Exhibit A, which is incorporated by reference herein. Such VA job description may be modified from time to time in the event additional and/or different assignments are requested by Client. However, no modification to the VA job description set forth in Exhibit A shall be binding on VIRTUDESK without its express prior written approval. Likewise, the terms of this Agreement shall govern any and all prior agreements and subsequently approved modifications to the VA job description.
  2. Selection of VAs. VIRTUDESK shall recruit, interview, and conduct an NBI background check for all VAs to be assigned to Client prior to such If Client has specific skill requirements, VIRTUDESK must be notified in writing prior to each assignment and will use best efforts to accommodate Client’s needs.
  3. Status of Except as otherwise provided herein, VIRTUDESK assumes full responsibility for compensating its VAs. VAs shall not be considered or treated as employees of Client for any reason whatsoever, including, but not limited to entitlement to disability or unemployment insurance, workers’ compensation, medical insurance, sick leave, pensions, severance or any other employment benefit of any nature offered or provided by Client.
  4. Fees, Billing and Time Records. Payment to VIRTUDESK for VA services subject to this Agreement shall be as follows:
      • Immediately upon execution of this Agreement, VIRTUDESK will send to Client Exhibit B, Authorization for Automatic Payments which Client needs to fill out and sign, VIRTUDESK shall then automatically deduct from Client’s credit card on file, a non-refundable $350.00 Start-Up Fee. No additional fee will be paid by Client for each additional VA subsequently requested by Client at any time during the term of this Agreement.
      • Client authorizes VIRTUDESK to automatically deduct applicable payments and fees on a bi-monthly basis at the billing rates set forth in Exhibit A and incorporated by reference.
      • VIRTUDESK, at its sole discretion, may charge Client one and a half (1.5) of the regular billing rates of VAs for hours worked by VAs during scheduled days off, holidays and/or in excess of eight (8) hours per day or 40 hours per week or (4) hours per day for part time VAs or 20 hours per week. This provision is not intended to create an employment relationship whatsoever. The following six (6) U.S. holidays will be observed by VIRTUDESK on which VAs are not scheduled to work:
        CALENDAR DATE HOLIDAY
        1-Jan New Year’s Day
        Last Monday in May Memorial Day
        4-Jul Independence Day
        1st Monday in Sept. Labor Day
        4th Thursday in Nov. Thanksgiving Day
        25-Dec Christmas Day
      • Client shall receive emailed bi-monthly invoices for the assigned contracted hours during the relevant billing period. Client’s failure to dispute an invoice within 24 hours of delivery will be deemed an acceptance of the invoice in its entirety and an express waiver of any and all claims, defenses, and/or offsets Client may have with regard to such invoice and Client shall be responsible for payment of the invoice in full.
      • Upon written request made by the Client, VIRTUDESK shall provide time records of VA actual work hours as logged to the system utilized by VIRTUDESK.
      • VIRTUDESK may adjust the rates reflected in the Packages and Pricing Addendum attached hereto as Exhibit C from time to time for any reason within its sole discretion.
      • Client agrees to designate a representative who will have authority to review and approve invoices, modifications to this Agreement and/or any other matters arising out of this Agreement by signature or electronic means. In the event Client does not designate such representative within ten (10) days of execution of this Agreement, the signatory on this Agreement will be designated as such representative.
  1. Payment Method. VIRTUDESK invoices are due immediately upon receipt and must be paid electronically through a credit card. Client shall execute Exhibit B, Authorization for Automatic Payments, which shall be held on file by VIRTUDESK for purposes of automatic payment in accordance with the terms below:
    • Client’s credit card will be charged within 24 hours upon transmission of each invoice to Client. VIRTUDESK will notify the client as soon as possible if the card fails to be successfully charged. In the event VIRTUDESK is prevented from collecting payment, for any reason after a period of seven (7) days or more, Client’s account may be cancelled immediately at VIRTUDESK’s sole In the event cancellation occurs and Client desires to re-instate their Account, Client will be subject to a $100 re-instatement fee which must be paid along with the outstanding balance within three (3) days. Should Client seek reactivation of the Account, VIRTUDESK cannot guarantee Client’s original VA will be available. Further, if after fifteen (15) days VIRTUDESK has not received payment in full for all outstanding invoices, regardless of the status of Client’s Account, VIRTUDESK reserves the right to refer the Client’s account to collections and pursue all remedies available to VIRTUDESK in law and/or equity. VIRTUDESK’s failure to seek such collection immediately shall not constitute a waiver to do so at a later time.
    • In the event Client’s account falls into delinquent status (over seven (7) days late), VIRTUDESK reserves the right to require prepayment whereby Client will pay monthly charges prior to the term services are rendered for all future If Client’s credit card is declined for any reason, Client’s account is automatically deemed to be in delinquent status and VIRTUDESK reserves the right to require prepaid prepayment.
  2. Taxes and Client shall be solely responsible for the preparation and submission to applicable authorities of Client’s respective federal, state and/or local income taxes, if any, attributable to income spent and derived in connection with the subject matter of this Agreement. Client is advised to seek the services of an independent accountant, attorney or other professional in connection with any legal, tax, or other questions related to the terms of this Agreement or the services provided in relation thereto.
    • Taxes and Fees is a Washington State requires two percent (2%) Business and Occupation tax. VIRTUDESK is a Washington State corporation and is required by law to pay Business and Occupation tax on gross receipts, regardless of whether these receipts are for labor or sale of goods.
    • Client’s account will convert automatically to prepay two (2) weeks in advance after three (3) declines for three (3) consecutive invoices sent by
    • In the event that Client cancels or Client’s credit card gets declined in the middle of the ninety (90) days lock-in period, VIRTUDESK can collect on the remaining balance as per the contract with
    • VIRTUDESK requires that when Client signs the contract with VIRTUDESK as a Limited Liability Company (LLC), Client shall personally guarantee
  3. Limitation on Duties. Client agrees that it will not entrust VAs with cash, checks, negotiable instruments, credit cards, confidential and/or proprietary information, trade secrets, or other valuable items, information, or data without the express written consent of VIRTUDESK. Client will not require or encourage VAs to engage in any illegal, unethical, immoral and/or hazardous duties. Client will not have the VA work outside their respective job description without prior consent from VIRTUDESK.
  4. Performance of VAs shall have the following tools and equipment: computer, headset, electronic mail address, and access to the Internet (“Standard Equipment”). Client will be responsible for any expense incurred by VIRTUDESK or any VA in purchasing equipment or tools beyond the Standard Equipment that Client may require VAs to utilize in performance of the work set forth on Exhibit A and/or any subsequently approved modifications thereto. Client will specify any special conditions and/or equipment that may be required prior to delegating assignments to any VA. While VAs shall ultimately determine and have control over the method and means by which they accomplish their tasks, Client shall be responsible for providing VAs day to day guidance, assistance and other information as reasonably necessary for the successful and timely completion of their job description and each assignment. Client shall be responsible for the submission of all work product produced by the VAs to third parties and will ensure that the VA produces original materials and materials that do not infringe upon the copyrights, patents and/or trademarks of third parties including, without limitation, photographs, print media, visual media, digital media or any other form of expression. VIRTUDESK accepts no responsibility whatsoever for any infringing material created and/or distributed by VAs given this is Client’s obligation to monitor before submission to third parties.
  1. Replacement of VA. If, after the Initial Term as defined in paragraph 20 below, Client wishes to replace a VA, VIRTUDESK will use its best efforts to provide a replacement VA within a timely manner and upon receipt of a written request for Client must provide at least 14 days’ written notice of its request for a replacement VA. Client agrees to a minimum two week (14 business day) “trial period” with any replacement VA. All outstanding fees owed through the time a written request by Client is made shall be billed to Client and deducted via automatic electronic payment from the credit card on file.
  2. Confidentiality. Client shall hold all information relating to the business of VIRTUDESK, and shall cause each of Client’s officers, directors, contractors, and employees to hold all information, including without limitation, business plans, software, the trade name “VirtuDesk” or trademarks associated therewith, processes, procedures, formulas, market niche, marketing strategies, intellectual property, technology, research, know-how, methods, techniques, inventions, drawings, masters, raw materials, components, business and financial information, trade secrets, assets, operational methods, marketing plans or strategies, customer lists, analysis, contractual information, pricing terms and the like, disclosed to it by reason of this Agreement or any other communication with VIRTUDESK (the “Confidential Information”) in trust and confidence and will not disclose any such Confidential Information to any third party, except as provided in this Agreement. Client shall limit disclosure of such Confidential Information to those of its agents or employees who have a need to know such Confidential Information and shall inform those agents or employees to whom such disclosure is made of their obligations of confidentiality and limited use. The obligations of this paragraph shall not extend to any Confidential Information that:
    • on or after the date of this Agreement, comes into the public domain through no fault of a party with a confidentiality obligation under this Agreement;
    • is disclosed to a party with a confidentiality obligation, without restriction on disclosure, by a third party who has the lawful right to make such a disclosure;
    • is required to be disclosed by a party by law, or to a court or by a governmental body.
    • is disclosed to their respective directors, officers, attorneys, accountants, and other advisors, who are under an obligation of confidentiality, on a “need-to- know” basis.

    In the same way, VIRTUDESK shall hold all information relating to the business of Client, and shall cause each of VIRTUDESK’S officers, directors, contractors, employees, independent contractors to hold all information, including without limitation, business plans, software, the trade name of Client or trademarks associated therewith, processes, procedures, formulas, market niche, marketing strategies, intellectual property, technology, research, know-how, methods, techniques, inventions, drawings, masters, raw materials, components, business and financial information, trade secrets, assets, operational methods, marketing plans or strategies, customer lists, analysis, contractual information, pricing terms and the like, disclosed to it by reason of this Agreement or any other communication with Client (the “Confidential Information”) in trust and confidence and will not disclose any such Confidential Information to any third party, except as provided in this Agreement. VIRTUDESK shall limit disclosure of such Confidential Information to those of its agents/independent contractors or employees who have a need to know such Confidential Information and shall inform those agents/independent contractors or employees to whom such disclosure is made of their obligations of confidentiality and limited use. The obligations of this paragraph shall not extend to any Confidential Information that:

    • on or after the date of this Agreement, comes into the public domain through no fault of a party with a confidentiality obligation under this Agreement;
    • is disclosed to a party with a confidentiality obligation, without restriction on disclosure, by a third party who has the lawful right to make such a disclosure;
    • is required to be disclosed by a party by law, or to a court or by a governmental body.
    • is disclosed to their respective directors, officers, attorneys, accountants, and other advisors, who are under an obligation of confidentiality, on a “need-to- know” basis.
  1. Use of Name, Likeness of Source. During the term of this Agreement, VIRTUDESK may use Client’s name, likeness, in video and similar media for the purpose of advertising, promoting and selling its services to third parties and/or soliciting VA’s, vendors and/or other third parties for purposes of financial gain to VIRTUDESK. Client expressly agrees to allow VIRTUDESK to use Client as a reference and to share Client’s name, likeness, to third parties under this Agreement. At times VIRTUDESK may make certain personal and business information of Client available to strategic partners to provide products and services, improve its products and services, and help its strategic partners market directly to Client. Client may not use the VIRTUDESK name, trademarks or any other proprietary information in any way without prior written consent of VIRTUDESK.
  2. Authorization to Receive Electronic Communication. Client acknowledges that VIRTUDESK communicates with its clients, partners, vendors, employees, agents, affiliates and VAs electronically. Client agrees and consents to receive electronically all invoices, communications, agreements, documents, notices, policies, annual disclosures, transaction receipts, invoices, account statements and history, or any other document or correspondence (collectively “Communications”) that VIRTUDESK provides in connection with services provided, billings or
  3. Communication with VIRTUDESK. Client by signing this agreement consents that all communication with VIRTUDESK representatives or employees may be monitored or recorded by VIRTUDESK. VIRTUDESK may use the said recordings for purposes of marketing, training, collection of debts and any business purpose VIRTUEDESK determines. These communications include written, spoken, video and
  4. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, sent by facsimile transmission or sent by certified, registered, or overnight courier, postage prepaid. Any such notice shall be deemed given when so delivered personally, by electronic mail, or sent by facsimile transmission, if delivered by commercial overnight courier service, one (1) day after delivery or, if mailed, five (5) days after the date of deposit in the United States mail, to the addresses set forth at the beginning of this Agreement.
  5. No Warranty/LIMITATION ON LIABILITY. VIRTUDESK 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 VIRTUDESK be liable to Client or any other party for any damages, expenses, liabilities, fees, obligations, or losses (“Losses”) arising out of this Agreement whatsoever, or 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 VIRTUDESK by Client with respect to the assignment resulting in such Loss. In no event shall VIRTUDESK be liable to Client or any 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. All claims must be delivered in writing to VIRTUDESK within 30 days after the termination of the applicable VA assignment with Client or they are expressly waived.
  6. Assumption for Due Diligence Regarding Local Wage, Labor and other Standards. Client has consulted legal counsel of its choice in the jurisdiction where Client and or Client’s business will use the services provided by VA with regard to the services to be provided by VA, Client’s intended use of said services, and this Agreement. After consideration of same, in the event VA performs any work under a government contract, state or federal law requiring higher and/or prevailing wages, or other similar contract, Client assumes all liability, responsibility, and obligation to disclose, and Client agrees to pay pro rata a price differential to reflect the higher and/or prevailing wages that may be due, if In the event Client directs a VA to handle, work with, or become otherwise exposed to confidential, financial or private information of third parties and such disclosure is required by contract, federal or local laws, statutes, codes or ordinances, Client assumes all liability, responsibility, and obligation to disclose the nature of its relationship with the VA.
  7. Non-Solicitation. Except as provided by this Agreement, Client and its agents, employees, divisions, parents, subsidiaries, affiliates and successors- assigns, will not hire or offer employment to, or otherwise directly or indirectly use the services of, on a full time, part time, or temporary basis, any VA who has been assigned to Client, or any prospective VA who has been recommended or introduced to Client as a result of VIRTUDESK, until the expiration of five (5) years after the termination of this Agreement or of such introduction or recommendation. Likewise, in the event Client introduces VA to any third party during the course of any assignment, and such third party directly retains VA without contracting with VIRTUDESK it shall constitute a violation of this provision and this Agreement entitling VIRTUDESK to liquidated damages as set forth below.
  8. Liquidated Damages. Client acknowledges that VIRTUDESK has incurred substantial recruitment, screening, training, administrative and marketing expenses with respect to its VAs and that the identity, telephone number, address, skills, qualifications, references, and work history of each VA constitutes the trade secrets of VIRTUDESK. Accordingly, Client agrees not to directly or indirectly utilize, offer to hire, hire, engage or cause anyone else to engage as an employee, independent contractor or freelancer any VA assigned or introduced to Client by VIRTUDESK for a period of five (5) years after termination of this Agreement unless otherwise agreed in writing by Client also agrees not to permit or cause such VA to work for any other firm without the express prior written consent of VIRTUDESK.Client shall immediately notify VIRTUDESK of the completion or termination of a VA assignment. If Client violates this paragraph, Client acknowledges that determining the resulting damages to VIRTUDESK would be impracticable or extremely difficult. Therefore, Client agrees to pay VIRTUDESK as liquidated damages for each violation in the amount of $10,000.00 per VA. CLIENT SPECIFICALLY CONSENTS AND AGREES THAT IN THE EVENT CLIENT VIOLATES THIS SECTION, VIRTUDESK MAY IMMEDIATELY CHARGE ALL FUNDS AND LIQUIDATED DAMAGES DUE HEREUNDER AGAINST CLIENT’S CREDIT CARD HELD ON FILE. VIRTUDESK, IN ITS SOLE DISCRETION, MAY CHARGE ANY PORTION OF SAID FUNDS OR DAMAGES WITHOUT WAIVING ANY AMOUNTS OWED BY CLIENT IN EXCESS OF SAID CHARGE.
  9. Negotiated Payroll Transfer. Notwithstanding any other provision of this Agreement, if Client terminates this Agreement or notifies VIRTUDESK of its intent to terminate this Agreement and Client desires to have all or some of the VAs continue to provide service to Client without VIRTUDESK involvement, Client shall pay VIRTUDESK the sum of $10,000.00 as a conversion fee for each such VA who is engaged by Client as an independent contractor or hired directly by Client or placed on Client’s payroll, or that of a third party as a result of Client ‘s actions. Client shall make such payment immediately upon the date the Agreement is terminated.CLIENT SPECIFICALLY CONSENTS AND AGREES THAT IN THE EVENT CLIENT ELECTS TO TERMINATE THE AGREEMENT AND CONTINUE TO RETAIN THE SERVICES OF VAs PURSUANT TO THIS SECTION, VIRTUDESK MAY IMMEDIATELY CHARGE ALL FUNDS DUE HEREUNDER AGAINST CLIENT’S CREDIT CARD HELD ON FILE VIA CLIENT’S ACCOUNT THROUGH VIRTUDESK’s SELECTED MERCHANT PROVIDER. VIRTUDESK, IN ITS SOLE DISCRETION, MAY CHARGE ANY PORTION OF SAID FUNDS WITHOUT WAIVING ANY AMOUNTS OWED BY CLIENT IN EXCESS OF SAID CHARGE.The client understands that VIRTUDESK spends substantial time, energy, and money to recruit, train, and develop its Virtual Assistants. Client agrees to refrain from any actions that result in a VIRTUDESK Virtual Assistant to be indirectly or directly hired away from VIRTUDESK. The client further agrees that if they choose to cancel service with VIRTUDESK and it is discovered that the Client has hired the Virtual Assistant directly, Client shall be charged a $10,000 transfer fee, payable immediately with the credit card on file.
  10. Term and Termination. The initial term of this Agreement shall be no less than ninety. (90) days from the date of execution (“Initial Term”). If Client elects to terminate this Agreement prior to the expiration of the Initial Term, Client shall be charged for all applicable fees through the expiration of the Initial Term and authorizes VIRTUDESK to automatically deduct from Client’s credit card any fees that remain unpaid through the expiration of the Initial Term. Should the Client’s credit card be rejected for any reason, Client agrees to deliver payment to VIRTUDESK for any outstanding amounts owed within twenty-four (24) hours. If, as a result of Client’s failure to pay any outstanding amounts owed to VIRTUDESK, VIRTUDESK must initiate collections proceedings and/or enforce its rights under this Agreement in any manner, Client shall be responsible for payment of all fees and costs, including attorney fees, in connection with such enforcement. If Client wishes to discontinue use of a VIRTUDESK VA after the Initial Term, Client shall give VIRTUDESK advance written notice of intent to cancel this Agreement fourteen (14) business days prior to the date of intended cancellation.VIRTUDESK may terminate this Agreement immediately in the event (i) Client fails to make any required payments hereunder, or (ii) Client becomes bankrupt, insolvent, or discontinues operations. VIRTUDESK shall be entitled to retain and/or claim all payments due hereunder after the effective date of termination and to any remaining payments that may be owing during the Initial Term.
  11. Dispute Resolution. Client and VIRTUDESK agree that any dispute arising under the terms and conditions of this Agreement or concerning the respective rights or obligations hereunder of the parties shall be settled and determined solely by arbitration before the American Arbitration Association, or an arbitrator mutually agreed upon by the parties, to be located in Seattle, Washington in accordance with the AAA rules for commercial disputes. The arbitrator shall have the power to award specific performance or injunctive relief. However, in any arbitration proceeding arising under this Agreement, the arbitration shall not have the power to change, modify or alter any express condition, term or provision of this Agreement, and to that extent, the scope of the arbitrator’s authority is The arbitration award shall be final and binding upon the parties and the judgment thereon may be entered in any court having jurisdiction thereof.
  12. Injunctive Relief. To prevent irreparable harm to the parties, strict compliance with this Agreement is Notwithstanding the section above regarding arbitration, the parties retain their right to seek injunctive relief in a court of competent jurisdiction in the event of a breach, or threatened breach, of such Agreement, and both parties waive any requirement that a bond be posted as a condition to any injunctive relief.
  13. The Client shall defend, indemnify and hold harmless VIRTUDESK, each of its owners, employees, officers, agents, contractors, licensors, suppliers, consultants, advisors, directors, managers, shareholders, successors, assigns, predecessors, affiliates, VAs and members for any losses, claims, damages, costs, fees, awards, judgments, infringements, penalties, or injuries of any kind incurred by any third party (“Claims”), including reasonable attorney’s fees and costs and expert fees, which arise from any alleged negligence, willful misconduct, infringement or breach by Client in regards or in connection to this Agreement, the business performed pursuant thereto, or Client’s affiliation with VIRTUDESK. The Client shall not indemnify VIRTUDESK for any Claims that are determined to be the result of VIRTUDESK’S sole negligence. This section shall survive the termination of this Agreement.
  14. Entirety of Agreement. This Agreement constitutes the entire agreement between the parties with respect to the matters contained herein and supersedes any and all prior and contemporaneous agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written, with respect to the subject matter of this Agreement.Nothing contained in this Agreement shall be construed as creating a partnership, joint venture, agency, trust or other association of any kind, each party being individually responsible only for its obligations as set forth in this Agreement.
  15. Jurisdiction and Venue. This Agreement shall be governed by, and construed under, the laws of the State of Washington. Jurisdiction and venue for all purposes shall be in the County of King, State of
  16. Neither this Agreement nor any duties or obligations hereunder may be assigned by Client without the prior written consent of VIRTUDESK.
  17. Partial Invalidity. If any provision of this Agreement is held by a Court of competent jurisdiction to be invalid, void, or unenforceable the remaining provisions will continue in full force and effect without being impaired or invalidated in any
  18. Act of God. If VIRTUDESK is prevented from performing its obligations under this Agreement by an act of God or by any other occurrence that is beyond the control of the parties to this contract, then it shall be excused from any further performance of its obligations and undertakings under this
  19. Effect of Waiver. The failure of VIRTUDESK to insist on strict compliance with any of the terms, covenants, or conditions of this Agreement shall not be deemed a waiver of that term, covenant, or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times.
  20. Execution in Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but which together shall constitute one in the same instrument. The section headings contained in this Agreement are inserted for convenience of reference only and shall affect the meaning or interpretation of this Agreement.