This Service Agreement (the “Agreement”) is made on {dateSigned} by and between {clientName} and Elite VA Society. In consideration of the mutual agreement made herein, both parties agree as follows:
RECITAL
Elite VA Society is a company in the business of providing virtual assistants to clients to assist in the automation of real estate coaching and services related to the real estate industry. Client seeks to use the service provided by the company, “Elite VA Society” to provide a virtual assistant referred to as “Elite VA”.
TERMS:
SCOPE OF SERVICES.
Elite VA Society shall use reasonable efforts to supply Client with the administrative support services of one or more independent Elite VA as requested by Client on a contract basis to perform administrative services relating to the real estate industry. The assignment of the specific job duties of each Elite VA is the responsibility of the Client.
SELECTION OF ELITE VA.
Elite VA Society shall be responsible for the recruitment, interviewing, and verification of resumes and references for all Elite VAs assigned to the Client. All Elite VAs will undergo Elite VA Society's standard training program. Any specialized training or skill requirements not encompassed by Elite VA Society's standard training program must be provided by the Client. Such requirements must be communicated to Elite VA Society in writing prior to the assignment of the Elite VA.
Elite VA Society shall not be liable for conducting additional investigative background checks, including but not limited to criminal background checks, credit history checks, driving record verifications, drug or alcohol testing, or any other pre-employment screening not expressly outlined in this agreement..
STATUS OF ELITE VA.
Except as otherwise provided herein, Elite VA Society assumes full responsibility for compensating its Elite VA. Elite VA 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.
Fees, Billing, and Time Off. Payment to Elite VA Society for Elite VA services subject to this Agreement shall be as follows:
BILLING AT PLACEMENT.
Upon placement of the Elite VA, Client will be billed from the placement date to the date of the next regular billing cycle.
REGULAR MONTHLY BILLING.
Client shall pay Elite VA Society, on a monthly basis, the amount for the monthly subscription is listed in the Pricing and Terms.
Said price corresponds to the average expected weekly working hours, which is 20 hours per week minimum for part time, and 40 hours per week minimum for full time, of the Elite VA.
The monthly subscription amount listed in the Pricing and Term Addendum Exhibit A shall be billed and invoiced in advance of services rendered on the same date as the Elite VA placement date of each month. Client's failure to dispute an invoice within 72 hours of delivery to Client will be deemed an acceptance of the invoice in its entirety and an express waiver of all claims, defenses, and/or offsets Client may have in regards to such invoice and Client shall be responsible for payment of the invoice in full. Upon Client's request, Elite VA Society shall provide at the end of each month, time records of Elite VA’s actual work hours as transmitted to Elite VA Society by the Elite VA. The Client shall be responsible for ensuring the Elite VA assigned to them produces sufficient work equivalent to the agreed contracted level over the term of this agreement.
ELITE VA TIME OFF.
In order to maintain the proper work-life balance between the Client and Elite VA, Elite VA Society will observe all weekends as days off for Elite VAs. Additionally, the following holidays will also be observed:
New Year's Day
Date: January 1 or the nearest weekday
Martin Luther King Jr. Day
Date: January 18
Good Friday
Observance of Good Friday
Memorial Day
Date: Last Monday of May
Juneteenth
Date: June 19
Independence Day
Date: July 4
Labor Day
Date: 1st Monday of September
Thanksgiving Day
Date: 4th Thursday of November
Christmas Break
Dates: December 25 or the nearest weekday
Holiday Leave Reassignment. In the event that the Company, in its sole discretion, determines that the celebration of any designated holiday is not applicable or suitable due to work requirements or other circumstances, the Company reserves the right to reassign the holiday leave to an alternative date mutually agreed upon by the Company and the Employee. Such reassignment shall be communicated to the Employee in advance, and the Employee agrees to cooperate with the Company in implementing the rescheduled holiday leave. This provision ensures flexibility in accommodating the Company's operational needs while still recognizing the importance of holiday leave for its employees.
If the Client's location is in a country other than the U.S., client shall work with the Elite VA to adjust the above holiday schedule to that which is appropriate for their country's traditional holidays.
Vacation days: After the first year, the Elite VA is entitled to seven (7) days of paid vacation. After the 2nd and subsequent years, the Elite VA is entitled to fourteen (14) days of paid vacation. All vacation days shall be planned with the convenience of the Team in mind and be approved in advance with a minimum of 3 weeks’ notice. Unused vacation days do not carry over to the next anniversary year.
Sick and/or personal days: After the first year, 7 days per calendar year are available for sick days. Unused vacation days do not carry over to the next anniversary year.
By signing this Agreement, Client has agreed that this level of expected Elite VA time off is included as part of the cost of the monthly subscription amount.
CLIENT TIME OFF.
The Client understands that Elite VA services cannot be suspended due to client time-off. The regular monthly billing will apply even during the Client's absence. Client remains responsible for ensuring the Elite VA produces sufficient work equivalent to the agreed contracted level over the term of this agreement, regardless of the Client's time-off.
PAYMENT METHOD.
Elite VA Society invoices are due on the 30th day of each month (except February) and must be paid through Paypal or Payoneer. Links will be included in the invoice which will be emailed to the Client’s email address.
TAXES.
Elite VA Society and Elite VAs shall be solely responsible for the preparation and submission to applicable authorities of their respective federal, state and/or local income taxes, if any, attributable to income derived by each in connection with the subject matter of this Agreement.
LIMITATION OF DUTIES.
Client agrees that it will not entrust Elite 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 Elite VA Society. Client will not require Elite VAs to engage in any illegal, unethical, immoral and/or hazardous duties, or perform any act that is in violation of federal, state or local laws regarding privacy or undesired solicitation, including, but not limited to applicable "Do Not Call" phone lists and email "Opt In/Out" statutes. Client acknowledges that Elite VA Society/ Elite VA are not licensed real estate agents/broker, and will not have the Elite VA work outside their respective duties, in particular to the extent such work violates applicable real estate license laws. By signing this agreement, Client acknowledges that many states require outbound phone calls soliciting real estate transactions to be licensed, and that responsibility for compliance with all such laws rests solely with the Client – not Elite VA Society or any Elite VA provided to Client by Elite VA Society. Client shall not require the Elite VA to seek the employment or requirement of additional Elite VAs for any purpose.
PERFORMANCE OF ASSIGNMENT.
Elite 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 prompt reimbursement of any expense incurred by Elite VA Society or any Elite VA in purchasing equipment or tools beyond the Standard Equipment that Client may require Elite VAs to utilize in performance of the work set by Client. Elite VA Society will secure the approval from Client for needed tools and equipment prior to purchasing. While Elite VAs shall ultimately determine and have control over the method and means by which they accomplish their tasks, Client shall be responsible for providing Elite 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 Elite VAs to third parties and will ensure that the Elite 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. Elite VA Society accepts no responsibility whatsoever for any infringing material created and/or distributed by Elite VAs given this is Client's obligation to monitor before submission to third parties.
CONFIDENTIALITY.
Client shall cause each of their officers, directors, contractors, and employees to hold all information relating to the business of Elite VA Society, including without limitation, business plans, software, 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 Elite VA Society (the "Confidential Information") in trust and confidence and will not disclose any of 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.
REFUND POLICY.
This refund policy ensures fairness and transparency for both the Client and Elite VA Society. Refunds are limited to the current month of service and are granted only under specific circumstances outlined below. Approved refunds will not exceed the fees paid for the current service month. Under no circumstances will refunds be issued for prior months of service, irrespective of the reason provided.
Eligibility for Refunds
Refunds for the current month may be granted under the following conditions:
Non-Performance by the Elite VA: If the assigned Elite VA fails to perform the agreed-upon duties, does not possess the required skills clearly communicated by the Client prior to engagement, and Elite VA Society cannot provide a suitable replacement within a reasonable timeframe.
Service Disruption: If the Elite VA is unable to fulfill their duties for a substantial portion of the current service month due to issues attributable to the Elite VA or Elite VA Society.
Unprofessional Conduct: If the Elite VA engages in behavior that violates professional ethics, confidentiality, or workplace conduct policies.
Non-Refundable Circumstances
Refunds will not be granted under the following circumstances:
Client’s Business Performance or Financial Standing: Elite VA Society is not responsible for the Client’s business outcomes or financial performance.
Lack of Task Assignment or Oversight: The Client’s failure to assign tasks or provide necessary guidance does not qualify for a refund.
Unrealistic or Unauthorized Work Demands: Excessive or unauthorized demands outside the agreed scope of work do not qualify for refunds.
Changes in Business Priorities or Circumstances: Refunds will not be provided due to changes in the Client’s internal priorities or business structure.
Delays Outside Elite VA Society’s Control: Refunds will not be issued for delays caused by the Client’s actions or inactions.
Bonuses Provided by the Client
Any bonuses, gratuities, or additional payments provided directly by the Client to the Elite VA are not refundable under any circumstances. These payments are separate from the service fees paid to Elite VA Society and are treated as discretionary incentives.
Refund Requests and Review Period
If the Client requests a refund, services will be immediately suspended, and a review period of 7 business days will commence. During this period:Both parties may present their concerns and attempt to reach a resolution.
If no resolution is achieved within the review period, the Service Agreement will terminate, and the refund request will be processed according to the terms outlined in this agreement.
Termination and Waiver of 30-Day Notice
Once a refund request is finalized and the Service Agreement is terminated, the 30-day cancellation notice requirement will be waived.
Under no circumstances shall the Elite VA render services without pay during or after the review period.
Refund Request Process
To request a refund, the Client must:
Submit a written request within seven (7) calendar days of identifying the issue.
Provide supporting evidence, including task records and communication logs, to substantiate the claim.
ELECTRONIC COMMUNICATION.
Client acknowledges that Elite VA Society communicates with its clients, partners, vendors, employees, agents, affiliates and Elite 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 Elite VA Society provides in connection with services provided, billings or Accounts.
COMMUNICATION.
Client by signing this agreement consents that all communication with Elite VA Society representatives or employees may be monitored or recorded by Elite VA Society. Elite VA Society may use said recordings for purposes of marketing, training, collection of debts and any business purpose Elite VA Society determines. These communications include written, spoken, video and SMS communications.
NO WARRANTY/LIMITATIONS ON LIABILITY.
Elite VA Society 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 Elite VA Society 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 Elite VA Society by Client with respect to the assignment resulting in such Loss. In no event shall Elite VA Society 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 Elite VA Society within 30 days after the termination of the applicable Elite VA assignment with Client or they are expressly waived.
ASSUMPTION FOR DUE DILIGENCE REGARDING LOCAL LABOR STANDARDS AND DISCLOSURES.
All parties acknowledge and understand that the services provided by Elite VAs are not intended to be subject to the Federal Labor Standards pursuant to 29 U.S.C.S. §203(f). However, Client has consulted legal counsel of its choice in the jurisdiction where Client and or Client's business will use the services provided by Elite VA in regards to the services to be provided by Elite VA, Client's intended use of said
services, and this Agreement. After consideration of same, in the event Elite 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 any. In the event Client directs an Elite 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 Elite VA.
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 Elite VA who has been assigned to
Client, or any prospective Elite VA who has been recommended or introduced to Client as a result of Elite VA Society, until the expiration of five (5) years after the termination of this Agreement or of such introduction or recommendation. Likewise, in the event that the Client intentionally instigates Elite VA to any third party during the course of any assignment, that would lead the third party to directly retain Elite VA without contracting with Elite VA Society it shall constitute a violation of this provision and this Agreement entitling Elite VA Society to liquidated damages as set forth below.
LIQUIDATED DAMAGES.
Client acknowledges that Elite VA Society has incurred substantial recruitment, screening, training, administrative and marketing expenses with respect to its Elite VAs and that the identity, telephone number, address, skills, qualifications, references, and work history of each Elite VA constitutes the trade secrets of Elite VA Society. 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 Elite VA assigned or introduced to Client by Elite VA Society for a period of five (5) years after termination of this Agreement unless otherwise agreed in writing by Elite VA Society. Client also agrees not to permit or cause such Elite VA to work for any other firm without the express prior written consent of Elite VA Society.
Client shall immediately notify Elite VA Society of the completion or termination of an Elite VA assignment. If Client violates this paragraph, Client acknowledges that determining the resulting damages to Elite VA Society would be impracticable or extremely difficult. Therefore, Client agrees to pay Elite VA Society as liquidated damages for each violation in the amount of $24,000.00 per Elite VA.
TERM AND TERMINATION.
This Agreement will become effective on the Effective Date set forth in the opening paragraph herein and will continue under the Termination of Service clause specified under Pricing and Terms.
Unilateral Termination by Either Party
Either Party may unilaterally terminate this Agreement when deemed reasonably necessary by providing thirty (30) calendar days written notice to the other Party.
Immediate Termination by Elite VA Society
Elite VA Society 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.
Termination Due to Refund Request
If the Client requests a refund, the Service Agreement will be terminated as per the Refund Policy. Upon refund request, the 30-day cancellation notice requirement will be waived, and services will be suspended for a 7-business day review period. The Agreement will be considered terminated once the review period ends, and no further services will be rendered.
Retention of Payments Due
Elite VA Society shall be entitled to retain and/or claim all payments due hereunder after the effective date of termination, including any payments made prior to the termination date.
SERVICE MODIFICATION.
Notwithstanding any provision to the contrary in this Agreement, should the Client wish to modify the service hours of their designated Elite Virtual Assistant from part-time to full-time or vice versa, the Client may request such a change via written communication to Elite VA Society. Upon receipt of such request, the Elite VA Society will accommodate the adjustment in service hours and amend the corresponding payment structure accordingly. This change will be effective immediately upon the Elite VA Society's confirmation of the request, and such modification shall not require an amendment to this Agreement or the execution of a new service agreement.
INJUNCTIVE RELIEF.
To prevent irreparable harm to the parties, strict compliance with this Agreement is imperative. 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.
INDEMNITY.
The Client shall defend, indemnify and hold harmless Elite VA Society, each of its owners, employees, officers, agents, contractors, licensors, suppliers, consultants, advisors, directors, managers, shareholders, successors, assigns, predecessors, affiliates, Elite VAs and members for any losses, claims, damages, costs, fees, awards, judgments, infringements, penalties, or injuries of any kind incurred by any third party, including reasonable attorney's fees and costs and expert fees, which arise from any alleged negligence, willful misconduct, violation of law or statute, infringement or breach by Client in regards or in connection to this Agreement, with particular regard to Limitation of Duties, the business performed pursuant thereto, or Client's affiliation with Elite VA Society. This section shall survive the termination of this Agreement.
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.
RELATIONSHIP OF THE PARTIES.
Each party hereto is an independent contractor. Neither of the parties shall act or represent or hold itself out as having authority to act as an agent or partner of the other party, or in any way bind or commit the other party to any obligations. 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.
NO WAIVER.
No waiver of any breach of any provision or condition of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same time or any prior or subsequent time.
ASSIGNMENT.
Neither this Agreement nor any duties or obligations hereunder may be assigned by Client without the prior written consent of Elite VA Society.
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 way.
FORCE MAJEURE.
In the event that Elite VA Society is unable to fulfill its obligations under this Agreement due to a force majeure event, including but not limited to acts of God, natural disasters, pandemics, or any other unforeseeable circumstances beyond the reasonable control of the parties to this contract, Elite VA Society shall be exempt from any further obligation to perform under this contract.
EFFECT OF WAIVER.
The failure of Elite VA Society 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.
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 not affect the meaning or interpretation of this Agreement.