Terms & Conditions
*(updated November 2nd, 2023)
This work for Hire Agreement (“Agreement”) is made on [Date-defined herein], between
“[Client Name]” and “LOGOS Virtual Assistants LLC”.
In this Agreement, the party who is contracting to receive the services shall be referred to as the “Client” and the party who will be providing the services shall be referred to as the “Service Provider”.
A description of services will be provided in the format of a “Statement of Work”, (the “Services”). The number of resourced Virtual Assistants will be outlined and succinctly defining their expected role with the client project. A statement that the hired Virtual Assistant will work “exclusively” for the Client as an outsourced, remote human capital resource. Or it will be notated if the servicing of the project will be rotational and non-exclusive to one agent, depending on the service package selected. The number of hours contracted to work per week will be defined, with a more detailed and bullet-pointed overview of their specific job duties, roles, responsibilities, etc that is to be serviced from the hired virtual assistant. It is also communicated, that at the Client’s discretion and judgement, additional work can be delegated to the virtual assistant once the client deems the individuals are ready for increased work load and responsibility, if applicable in any instance, affording the client operational discretion in how they utilize the hired virtual assistant.
The Service to be provided under any arranged Agreement, shall be performed at the Service Provider’s place of business. (“Remote Home Offices”). In some instances, for larger projects, where the Client desires to structure a team around a remote physical office location, this will be arranged and articulated in the Scope of Work and subsequent terms and conditions outlined, if the applicable project is not subject to the standard “Remote Home Office” service location.
All service agreements are month-to-month in practice, with a theoretical initial term length of One-Year/(12) Months which governs the particulars of the business relationship between Client & Service Provider. At the end of the Initial Term, the client can opt for a subsequent one-year/(12) month renewal term to extend the contract for the hired virtual assistant.
Either party may terminate the service agreement upon (30) days written notice to the other party, and Service Provider can also cease provision of services immediately upon client request. Provided, however, that each party may terminate the Agreement immediately without prior notice in the event of a breach of this Agreement by the other party.
Upon Termination, Service Provider shall invoice/process charges of the Client for the monthly bill of the month it was cancelled, and service will be effectively cancelled.
If Client chooses to cancel within the initial term or the renewal term, and chooses not to proceed with replacement agents, a formal project cancellation/termination notice via email is requested. No Refunds for that month’s charges are afforded and the project will be effectively cancelled at the date determined by the Client.
Client will pay compensation to the Service Provider for the “Services” at a rate which is defined in the associated service agreement & Scope of Work. The description of the fixed-monthly charge will be provided, along with the effective monthly rate per agent, and will also be broken down in terms of hourly wage amount.
The payment for the service fee shall be payable and charged to the Client’s card on file, within the first 5 (Five) business days of every month as a recurring charge. Client will provide the Service Provider with their billing information filled out within a Billing Authorization Form, which will then be used to process the monthly charges accordingly. A detailed payment schedule by month, for the subsequent twelve-month period will be outlined for transparency on the expected monthly charges projected out twelve months.
If the Virtual Assistant is not performing according to Client needs and expectations, a request to replace the agent can be made with a (5) day notice.
The Client will outline the concerns and reasons to why a replacement is desired. The Client will also consult directly with the Service Provider project manager to discuss corrective action.
Service service provider requires a minimum of five (5) days, and/or a maximum of fifteen (15) days to adequately replace the virtual assistant per the Client request. During this time window for replacement, the number of business days will be tracked and the amount of time-off that a Virtual Assistant is not working, per the initial Scope of Work signed with the client, will be monetarily deducted from the monthly fee amount. A “day-rate” will be outlined that is the specified amount for each business day a Virtual Assistant is not working during a given term due to the replacement policy.
Unless otherwise stated in an applicable Statement of Work, changes to the parties’ respective obligations under a Statement of Work shall be made as set forth in this Section. Client may request changes to a Statement of Work by providing Service Provider with a written request for changes (a “Change Request”) that specifies the desired change with at least the same degree of specificity as that contained in the original Statement of Work.
Service Provider, and Service Provider’s employees, agents, consultants or subcontractors will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Service Provider or personal individual use, or divulge, disclose or communicate in any manner any information that is proprietary to the Client. Service Provider 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, Service Provider will return to Client all records, notes documentation and other items that were used, created, or controlled by Service Provider, if applicable, during the term of this Agreement with the exception of items purchased by Service Provider and not reimbursed by the Client.
The “Client”, the “Service Provider”, and Service Provider’s employees, agents, consultants or subcontractors, will not disclose the terms and conditions of this Agreement to anyone other than their respective attorneys, accountants and other professional advisors, except as required by applicable law or regulation or by operation of law, provided that each party may disclose only such information as is legally required, and provided further that each party shall provide the other with reasonable notice of such requirement and a reasonable opportunity to object to such disclosure.
Client acknowledges and agrees that Service Provider shall have the right, in its sole discretion, to remove or reassign Service Provider’s employees, agents, consultants or subcontractors who are assigned to provide the Services hereunder. Service Provider agrees to notify Client before such removal or reassignment if such notice is possible. In the event Client believes that any of Service Provider’s employees, agents, consultants or subcontractors are failing to perform the Services in a satisfactory manner, Client shall notify Service Provider as to the reasons for such failure. Upon receipt of such notice or as soon as reasonably practical thereafter, Service Provider and Client shall mutually determine the best course of action to take to resolve such failure, which action may include replacing such personnel.
This Agreement and the associated Statement of Work shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law’s provisions. The exclusive jurisdiction and venue for all legal actions arising out of or related to this Agreement shall be in courts of competent subject matter jurisdiction located in Texas, and the parties hereby consent to the jurisdiction of such courts. This Agreement, together with any Statements of Work executed pursuant hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, proposals, understandings and representations, written or oral, with respect to the subject matter hereof. Neither this Agreement nor any Statement of Work may be modified or amended except in a writing signed by duly authorized representatives of each party. To the extent there is such a conflict between the terms and conditions of a Statement of Work and the terms and conditions of this Agreement, the terms and conditions of the Statement of Work shall govern and control unless otherwise specified in the Statement of Work. Upon request, a Client can request an amendment to the jurisdiction governing the service agreement, and the Service Provider will review and accept changes to jurisdiction on a case-by-case basis.
Except in instances of gross negligence or breach of the agreement by the Service Provider, the Client agrees to indemnify and hold harmless the Service Provider for all costs, charges, and losses sustained or incurred by the Service Provider in connection with third party claims arising in connection with the provision of virtual assistant services.
Service Provider will not be liable for loss, damage or delay of Client’s project due to circumstances beyond Service Provider’s control. Such circumstances may include (but are not limited to) acts of God, public unrest, power outages, and inability to contact Client. In the event of such loss, damage or delay, Service Provider will make every effort to notify Client immediately.
Regardless of whether any remedy set forth herein fails of its essential purpose, in no event should either party be liable to the other in contract, tort, strict liability or cause of actions of any nature for any Indirect, Special, Incidental, Punitive, Consequential or Reliance, Loss, Damage or Expense, including, without limitation, lost profits or loss of use or revenues, whether or not either party was advised, should have known or was aware of the possibility of such loss, damage, or expense arising out of or in connection with any act or omission of such party relating to the subject matter of this agreement, including without limitation the services, deliverables, and products, or any part thereof, in the case of consultant, or the client content, client’s product and services, or any part thereof, in the case of client.
Service Provider’s total liability for all claims made under this agreement shall not under any circumstances exceed the sum total of the fees paid by client to service provider under this agreement for the services. The obligations of the parties under this agreement run only to each other and not to any other persons or entities.
The parties shall not, during the Term and for a period of twelve (12) months thereafter, or as otherwise outlined in the Statement of Work outline, directly or indirectly solicit, employ, offer to employ, or engage as a consultant, any employee, agent, consultant or subcontractor of the other party. The parties agree that, in the event of any breach of this Section 17, the non-breaching party will not have an adequate remedy in money or damages. The parties therefore agree that, in such event, the non-breaching party shall be entitled to obtain injunctive relief against such breach in any court of competent jurisdiction. Such injunctive relief will in no way limit the non-breaching party’s right to obtain other remedies and damages available under applicable law.
It is understood by the parties that Service Provider is an independent vendor with respect to the Client and not an employee of the Client. The Client will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Service Provider.
