The party who is contracting to receive the services shall be referred to as “Client,” and the party who will be providing the services shall be referred to as the “Service Provider”. Upon the affirmative acceptance of the terms and conditions during the purchase process and in consideration of valuable and acknowledged receipt, the Client hereby agrees to the following:

1. DESCRIPTION OF SERVICES – The Service will provide any or all services the company offers as described on HeyDelegate’s website. The Service Provider will ensure that it’s the assigned employees or independent contractors perform the purchased service(S) with expertise consistent with standard practices in the Virtual Service Industry.
2. SCHEDULE AND DAYS OFF – The Service Provider is generally available to provide Services during normal business hours. Monday – Friday, 8 am – 5 pm EST, excluding national holidays. If requested, the Service Provider can be available on weekends or public holidays depending on his/her schedule. The staff member can request sick leave from the client. Service Provider will provide the Client with another team member for the duration of his/her Virtual Assistant’s sick leave.
3. TERM OF USE – This Agreement becomes effective on the date of purchase and will automatically renew on a month-to-month basis unless either Party terminates it by providing written notice at least thirty (30) business days in advance to the other Party.

4. PAYMENT TERMS 

   • The Client is required to make advance payments to the Service Provider based on the subscribed support plan. All plans are INCLUSIVE of any taxes and any other costs involved in ensuring that the Service Provider is ready to provide the services.
   • Plans automatically renew on a monthly basis during the Term, commencing on each monthly anniversary of the subscription date, unless the Client provides specific instructions for non-renewal at least thirty (30) days before the renewal date or unless Services are suspended or terminated as outlined herein.
   • Upon renewal, the Client’s credit card will be charged in advance, comprising the selected plan cost and any additional hours used beyond the chosen plan level. Unused hours do not carry over to the following month. Regardless of currency, all invoices and charges for Services will be paid in the United States Dollar (USD).
   • In the event of a declined credit card, Services will be suspended until payment is received.
5. REFUND POLICY –
   • If you happen to be dissatisfied with the work completed by your designated team member, you won’t incur charges for the hours used in the ongoing billing cycle but you won’t get a refund for any unused hours on your current plan if you decide not to continue utilizing your prepaid hours. Kindly reach out to your account manager to address any such situations.
   • The client is expected to utilize all hours included in their purchased support package. In the event that the client fails to utilize all their hours, the service provider will not refund for any unutilized time.
   • HeyDelegate offers a complete reimbursement in cases where clients notify us of their concerns within 3 days from the support commencement date. This policy is in place because HeyDelegate compensates its employees for their time. When clients enroll in a plan but do not provide any assignments, the designated dedicated employee remains on standby during the scheduled time, and their time is expended regardless of whether the user submits work. It is important to note that if users fail to inform us within the initial 3 days from the start date, they implicitly agree that their refund request will be null and void.
6. OTHER EXPENSES – The Client will reimburse the service provider for all reasonable and pre-approved out-of-pocket expenses associated with the execution of the Services.
7. TERMINATION – Either party may terminate this agreement upon 30 days written notice to the other party. However, 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 the Client for any payment due, and payment will be due immediately upon receipt.
8. NON-DISCLOSURE AND NON-SOLICITATION –
   • In this context, the term “Client Parties” refers to the Client, the Client’s parent, subsidiary, and affiliated entities, as well as their successors and assigns. It encompasses all shareholders, members, partners, directors, officers, managers, employees, and agents associated with these entities. When the Client is an individual, the Client Parties also encompass any business owned or operated by the Client, whether as a sole proprietorship or in corporate form
   • The client agrees that during the term of this agreement and for 2 years following the termination of this agreement, the client or the client parties will not directly or indirectly solicit or attempt to solicit the HeyDelegate’s staff member they’re working with or any other HeyDelegate’s staff members.
   • After either party gives a written request to end service, HeyDelegate, at it’s own sole discretion, may allow the Client to solicit and employ or engage a named individual whose solicitation or hiring would otherwise violate clause (a) of this section 8, provided that i)the client has worked with HeyDelegate for a period of not less than 3 months ii) the Client agrees in writing to pay, and does pay, to HeyDelegate a placement fee calculated based on a 7 X multiple of the largest monthly subscription amount paid by the client for the team member during the previous 12 months. The payment Is to be done within 5 days after the individual accepts the offer of employment or engagement or terminates his or her employment with HeyDelegate, whichever shall first occur.
   • Service Provider shall not directly or indirectly disclose to any person other than a representative of Client at any time either during the term of this Agreement or following the termination or expiration thereof, any confidential or proprietary information pertaining to Client, including but not limited to customer lists, contacts, financial data, sales data, supply sources, business opportunities for new or developing business, plans and models, or trade secrets. Furthermore, Service Provider agrees that during the term of this Agreement, and for 2 years following the termination of this Agreement, Service Provider shall not directly or indirectly solicit or attempt to solicit any customers or suppliers of Client other than on behalf of the client himself.
9. RELATIONSHIP OF PARTIES – It is understood by the parties that the Service Provider is an independent contractor 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.
10. WORK PRODUCT/SERVICE OWNERSHIP – Any works copyrighted, ideas, discoveries, inventions, patents, products, or other information (collectively, the “Work Product”) developed in whole or in part in Service Provider in connection with the Services shall be the exclusive property of the Client. Upon request, the Service Provider shall sign all documents necessary to confirm or perfect the exclusive ownership of the Client to the Work Product.
11. LIABILITY – Service Provider will not be liable for loss, damage or delay of the Client’s project due to circumstances beyond Contractor’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.
12. CONFIDENTIALITY – Service Provider will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Service Provider, or divulge, disclose, or communicate in any manner any information that is proprietary to the Client. The 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 the Client all records, notes, documentation, and other items that were used, created, or controlled by the Service Provider during the term of this Agreement with the exception of items purchased by the Service Provider and not reimbursed by the Client.
13. SEVERABILITY – If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.