Engagement with CeruleanVA (CVA/Contractor) or any of its Agents, Affiliates or Partners constitutes an understanding and consent to the following Terms and Conditions.
NOTICE: These Terms and Conditions constitute a binding Agreement between the Parties: the Client, the Agent(s), and Cerulean VA (the “Contractor”) effective as of the date of first purchase of Services or engagement as an Agent.
By purchasing and/or providing services between the Parties, the Clients and Agents accept and agree to the following:
- SERVICES. The Contractor and its Agents shall perform the Services purchased by the Client with reasonable care and skill and with adherence to Contractor company policies.
- CLIENT TERM. The term of this Agreement shall begin on the date of purchase of services and shall continue on a month-to-month basis unless terminated by either Party upon five (5) business days’ prior written notice to the other Party and Contractor.
- TERMS OF PAYMENT.
- Timing. The Client shall pay the Contractor in advance of delivery of work according to the plan or services contracted or subscribed to. All plan pricing is exclusive of taxes. Plans will renew automatically each month on the anniversary of subscription date unless specified by the Client at the beginning of the engagement or at least 24 hours prior to the renewal date, or unless Services are suspended or terminated as provided herein. On renewal, Client’s credit card will be charged in advance based on the selected plan or service plus any hours used in excess of the selected plan level. Unused hours are not rolled over to the following month. Regardless of currency, all invoices and payable charges for the Services originate from the United States and the Contractor is resident in the United States for tax purposes. If Client’s credit card is declined, the Services will be suspended until payment is made.
- Expenses. The Contractor shall bill and the Client shall reimburse the Contractor for all reasonable and pre-approved out-of-pocket expenses that are incurred in connection with the performance of the Services.
- Travel. The Contractor and its Agents are assigned to work on a virtual basis only. Requests for ‘in person’ work may be possible in exceptional circumstances but cannot be guaranteed. If granted, all hours including travel time to and from home and the work locations, as well as hours spent on the job, are billable with no exceptions.
- Refunds. Refunds are not typically granted for services completed but services can be terminated at any time. In the event that the Client is unsatisfied with the work performed, please contact a client services manager to discuss the specific situation. Refunds will not be given for unused hours on prepaid plans.
- Management of and Payments to Contractor Agents. All Agents will be paid by the Contractor/CVA within 10 days of the end of Client contract or at the end of each month if the Client is ongoing. All Agents are independent contractors of Contractor _Cerulean VA and agree to only discuss or communicate payment matters directly with CVA/Contractor. Discussing project and service payment matters directly with Clients can result in a termination of the Agents engagement with Contractor. Agents are required to sign a Engagement Agreement provided by the Contractor, and submit a W9 tax form to Contractor prior to work. Agents are required to maintain time-keeping documentation and make such documentation available to Contractor on request within three (3) business days.
- Right to Work. All Agents, by engaging with Contractor, declare they have the right to work in the USA.
- CLIENT RESPONSIBILITY AND INDEMNITY.
- Supervision of Contractor’s Agents. An Agent acts under the Client’s direction. If Client requires the Agent to make decisions on their behalf about the way in which any work or other business related functions are performed, Client does so on the basis that the Agent is acting on Client’s behalf and under Client’s specific direction. Specific authority is to be granted in writing (email is okay).
- Passwords. Should Client grant Agent access to business and/or personal accounts, Client does so at their own risk, and is fully responsible for ensuring the security of their data. Client will be solely responsible for any loss, liability or violations that might occur as a result of such access.
- Copyright. Client is solely responsible for supervising Agents’ work, and ensuring that all appropriate permissions to use such content or images have been obtained. Client will be solely responsible for any violations of copyright law and potential fees or fines. Agents agree to obtain appropriate copyrights or use only non-copyrighted or works and images or those based on Creative Commons authorities.
- Nature of Services. Client may not use their Agent for any services for illegal or inappropriate activity. Such activity should be reported to Contractor immediately.
- Indemnity. Client hereby agrees to release, indemnify and hold harmless any Agent and the Contractor from any loss, liability, claim or damage resulting from Client decisions, directions and supervision or for any breach of this Agreement by Agent or Agents.
- CONFIDENTIALITY. Each Party hereby acknowledges that during the Term, each Party may, from time to time, be supplied or work with certain information supplied by the other Party, all of which is confidential and of value to such Party (the “Confidential Information”). Each Party hereby agrees to the following in connection with the Confidential Information:
- Neither Party will disseminate or disclose to any third party, or use for such Party’s own benefit or for the benefit of any third party, any Confidential Information relating to the products, business or affairs of the other Party, however acquired during or by reason of this Agreement, such Confidential Information being deemed to include, without limitation, information in any format pertaining to copyrights, trademarks, trade names, service marks, domain names, URLs, websites, advertising and marketing plans, media planning/placement, strategic documents, concepts, new products, improvements, inventions, proposed launches, discontinuance of existing products, product and consumer testing data, sales and market research; technology research & development, corporate strategic plans, budgets, profit & loss data, raw material costs, identity of suppliers, customer lists, customer information, and associations with other organizations.
- Each Party will treat Confidential Information received from the other Party with the same degree of care and security as such Party would use with respect to such Party’s own Confidential Information, but not less than a reasonable degree of care.
- No Party will use the Confidential Information for any purpose other than as it relates to the Services. If any Party is in any doubt as to whether a proposed use of the Confidential Information is appropriate, such Party will immediately (and before using the Confidential Information) seek written clarification from the other Party.
- No Party will copy, reproduce or store the Confidential Information without the other Party’s prior written consent whether electronically, on any external drive or in cloud accounts.
- No Party will assert any right, title or property interest in or to the Confidential Information of the other Party.
- Upon the expiration or other termination of the Term, it will be the sole responsibility to retrieve any documents or materials provided to any Agent and to terminate any email addresses or user IDs provided.
- Any Party may make disclosures required by valid order of any court or other authorized governmental entity, provided such Party promptly notifies the other Party and provides reasonable cooperation, at the other Party’s expense, with the other Party’s efforts, if any, to limit disclosure and to obtain confidential treatment or a protective order.
- Any Party agrees that such Party’s obligations under this section 5 shall continue beyond the expiration or other termination of the Term and shall be binding upon such Party’s legal representatives, heirs, successors, assigns, subsidiaries and affiliates and shall inure to the benefit of the other Party, the other Party’s subsidiaries and affiliates and their legal representatives, heirs, successors and assigns.
- NON-SOLICITATION; LIQUIDATED DAMAGES. The Client or Agent shall not, directly or indirectly, solicit, recruit, induce, attempt to recruit or induce, or encourage any Party to leave the Contractor in order to provide services directly to any other person, including the Client, the Agent and their successors, assigns and affiliates. For purposes of this section, this includes any business activities carried on by the Client or Agent in any form. This prohibition applies during the Term and for a period of one (1) year after services are terminated by the Client, Agent or Contractor. This applies regardless of how or for whatever reason the Agent or Client was terminated by Contractor. The Client and any Agents that have engaged with each other agree that if either breach this section 6, the Contractor will incur substantial economic damages and losses in amounts which are impossible to compute and ascertain with certainty as a basis for recovery by the Contractor of actual damages, and that liquidated damages represent a fair, reasonable and appropriate estimate thereof. Accordingly, in lieu of actual damages for such breach, the involved Parties (either or both Client and Agent) agree that liquidated damages may be assessed and recovered by the Contractor against the Parties in the event of such breach and without the Contractor being required to present any evidence of the amount or character of actual damages sustained by reason thereof; and the Parties shall be liable to the Contractor for payment of liquidated damages in the amount of US$50,000.00 with respect to each of the Contractor’s Agents or other staff that either Party, directly or indirectly, solicits, recruits, or attempts to recruit in order to provide services directly to any other person or company. Such liquidated damages represent estimated actual damages to the Contractor arising from time and costs invested by Contractor, or other staff, and are not intended as a penalty. The Parties at fault, either Client or Agent or both, shall pay the liquidated damages to the Contractor within five (5) days of notice from the Contractor of damages and whether or not the Contractor has exercised its right to terminate the Term. This section 6 will survive the termination of the Term.
- WARRANTIES AND REPRESENTATIONS. Each Party hereby warrants and represents that such Party is free to enter into this Agreement, and that this Agreement does not violate the terms of any agreement between such Party and any third party.
- LIMITATION OF LIABILITY.
- Except for damages set out in Section 6, under no circumstances shall either Client or Contractor (or their respective affiliates, directors, officers, employees or agents) be liable for any indirect, incidental, special, punitive, exemplary or consequential damages (including, but not limited to, any damages for loss of business profits, business interruption, loss of business information) arising out of or in connection with this agreement, even if a party has been advised of the possibility of such damages.
- INDEPENDENT CONTRACTOR. This Agreement shall not render either Party an employee, partner, agent of, or joint venture with the other Party for any purpose. The Agent is and will remain an independent contractor to the Contractor. The Contractor shall not be responsible for withholding taxes with respect to the Agent’s compensation. The Contractor shall have no claim against the Client (whether for itself or any of its Agents) for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
- CHOICE OF LAW – ARBITRATION. This Agreement is being made and entered into by the Parties in the United States. Accordingly, the laws of the State of California shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the Parties here-under. Any dispute, controversy or claim arising out of the terms of this Agreement or its interpretation shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s commercial arbitration rules then in effect. The number of arbitrators shall be one. The place of arbitration shall be San Jose, California. The language used in the proceedings shall be English. The arbitration award shall be binding, and judgement upon the award may be entered in any court having competent jurisdiction thereof. The Contractor or its affiliates may then seek injunctive or other appropriate relief in any state or Federal Court in the State of California, and waive any objection to exclusive jurisdiction and venue in such courts. CLIENT ACKNOWLEDGES THAT IT IS WAIVING ITS RIGHT TO HAVE ITS DISPUTES HEARD IN A COURT OF LAW AND TO HAVE A TRIAL BY JURY IF THAT WOULD OTHERWISE HAVE BEEN AVAILABLE.
- NOTICES. Any and all notices, demands, or other communications required or desired to be given here-under by either Party shall be in writing and shall be validly given or made to the other Party if personally served (by hand or by overnight courier), or if deposited in the mail, certified or registered, postage prepaid, return receipt requested and notices may also be given by e-mail or facsimile transmission, provided, however, that receipt of any such e-mail or facsimile transmission is established by a read receipt or return confirmation. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five (5) days after deposit thereof in the mail addressed to the Party to whom such notice, demand or other communication is to be given. If such notice is given by e-mail or facsimile transmission, notice shall be deemed given on the date such e-mail or facsimile was sent provided that receipt of such e-mail or facsimile transmission is sufficiently proven. Either Party may change its address for purposes of this paragraph by written notice given in the manner provided above.
- ENTIRE AGREEMENT. Any titles or headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof. This Agreement constitutes the entire understanding and agreement of the Parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.
- UNENFORCEABILITY OF PROVISIONS. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.
- CHANGES TO THESE TERMS AND CONDITIONS. This Agreement may only be modified or supplemented by the Contractor, and we reserve our right to amend or supplement this Agreement at any time, at our discretion. Client is 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) or terminate the engagement. Client’s continued use of the Services after Contractor’s posting of any Changes to these Terms and Conditions, constitutes acceptance and agreement with the Changes and all Changes shall supersede any previous agreement between Client and Agent. You must periodically review these terms and conditions to ensure you know of any changes.
Updated: February 8, 2018