Agreement of Terms and Conditions
By engaging Virtual Staffing Partners services (here on referred to as ‘VSP’), you expressly agree to the following standard terms
and conditions:
* Provision of the Services:
All of VSP services are provided under these Terms and Conditions. VSP reserves the right to add, modify or discontinue any of
its services or its features temporarily or permanently, without notice or liability to you. However, such changes in the terms shall be
notified to you by posting the revised Terms on the website. You will be deemed to have accepted any change if you make an
enquiry after the revised Terms have been posted. Once you have submitted an online order form giving details of your enquiry, you
will be contacted by VSP to request any additional information, and to provide a cost estimate and/or to confirm that the service can
be carried out according to your specifications. Once we agree on the scope of the project/task, the timelines and the fees, we will
assign an assistant/team to this engagement, subject to these terms and conditions.
* Obligations:
You agree to provide accurate, current, and complete information to VSP and inform us promptly of any changes in requirement
or information. You will provide regular and timely feedback and review through the entire term of the project. If such
communication is not timely or forthcoming, within the period agreed to between the Parties, due to which the project extends
beyond the term of the agreement, then VSP will charge you for the additional hours as per the agreed rate. VSP will not be liable to
bear any loss or pay any compensation for such delays.
For accounts on Monthly Recurring basis the number of hours are to be consumed within one billing cycle and are not
roll-over hours unless agreed upon at the time of sale between the sales agent and the customer.
* Payment:
You will pay VSP as per the engagement model given below. VSP will advise you prior to exceeding any initial fee estimate that
is given to you, and any additional charges will be subject to your approval. If you do not so approve of any additional charges
exceeding the initial fee estimate, you will have the option to limit the scope of the engagement. If you need assistance on weekends,
we will charge you 1.5 times our agreed rate. Payment is due within 7 days of receipt of invoice. You will bear an annual interest
rate of 25.99%, and a daily periodic rate of 0.0712% for any unpaid amount after the credit period of 7 days, which will start to
accrue immediately thereafter.
• Fixed bid project
Pay 50% advance before the start of the project, 25% after approval of design, layout and wireframes, and 25% at the end of the
project (For all projects of $1000 or less 100% payment is required prior to starting the project). Final payment is due within 7 days
of receipt of the invoice. After this period, if payment has not been received, VSP reserves full rights to charge the client’s card for
the remainder of the invoice. Should VSP be unable to charge the clients card, you will bear interest charges per month for any
unpaid amount after the credit period of 7 days.
• Monthly Retainer Model
Buy the hours as given below and as per your requirements. Pay one month’s payment in advance at the beginning of the project.
Your remote assistant will begin assignment once we receive the payment. Then VSP will send you an invoice in the third week of
every month, payable within 7 days of receipt of invoice. Work continues only if the payment is received in time before the next
month begins. Your remote assistant will continue work once we receive the payment.
*10 hours per week for an entire month
*20 hours per week for an entire month
*30 hours per week for an entire month
*40 hours per week for an entire month
• Express Model
Pay the entire amount in advance before the beginning of the project.
Except for the Express model, it might take us 1-5 working days to start your project once we receive the advance money, depending
on resource availability. Advance money is not refundable. In case of shortfall in service, we are ready to work additionally,
provided there is mail documentation of your feedback throughout the engagement term. This recourse would be based on facts and
evidence and at the sole discretion of VSP.
* No warranty:
No warranty: You hereby agree that the VSP services and any research project or other materials you receive are provided “as is”,
“with all faults” and “as available” and are without warranty of any kind. While VSP relies on sources that we believe to be reliable,
we cannot rule out errors in judgment or application. VSP is not responsible for any investment or other decisions of the client going
wrong, based on exclusive usage of VSP’s research report. The reports are meant for general guidance of the client and not specific
recommendations. VSP shall not at any time be liable for any claims or losses of any nature, including but not limited to lost profits,
punitive or consequential damages. In addition to the foregoing, VSP does not provide any warranty against infringement or of title
or quiet enjoyment. All payments are final, and VSP does not issue refunds, but rather offers a satisfaction guarantee wherein we
will correct your project within the constraints of the initial agreement. VSP reserve the right to cancel a project for any reason at
any time and to refund your transaction for the remainder of hours not worked with a notice period of at least 7 days.
* Disclaimer:
Under no circumstances, VSP shall be held liable or responsible for any loss of business, monetary loss and others that may be
suffered by the Company due to any decisions taken by the Company on inputs provided by VSP. You agree to indemnify and hold
VSP and its employees and consultants, harmless from any loss, claims, liability, damages or costs incurred during your business
operations or based on the infringement of any intellectual property rights or proprietary right of a third party.
* Confidentiality & Non disclosure:
Neither party shall disclose to a third party, Confidential Information made available during the engagement. Confidential
Information means information related to the Business (including third party information), which (i) is subject to privacy rules and
regulations and/or derives economic value, from not being generally known to other persons (ii) is the subject of efforts by the
disclosing party that are reasonable under the circumstances to maintain the secrecy of the information; and (iii) is identified by the
Disclosing Party as “Confidential” and/or “Proprietary”. Confidential Information also means any internal communication and
emails between both parties. The obligations of confidentiality and non-disclosure will be honored even after the termination of this
agreement, except as required by governmental authorities.
The obligations of confidentiality shall not apply to any information that:
(a) was known to either party prior to its disclosure by the Company without any obligation of confidentiality;
(b) has become generally available to the public
(c) may be required in any report, statement or testimony submitted to any governmental regulatory bo
* Force Majeure:
VSP shall have no liability for any failure beyond its reasonable control and without its fault or negligence including, but not
limited to, acts of God, severe weather etc.
* Severability:
VSP shall perform all services strictly in accordance with these terms and conditions and shall conform to all applicable laws of
the State of MN. If any of these standard terms and conditions are held to be unenforceable or against public policy, by a competent
MN court, then that term alone shall be removed from this document and the remainder of these standard terms and conditions shall
be deemed in full force and effect.
In the event a dispute shall arise between the parties to this agreement, it is hereby agreed that the dispute shall be resolved by
binding arbitration. The arbitrator’s decision shall be final and legally binding and judgment may be entered thereon.
Each party shall be responsible for its share of the arbitration fees in accordance with the applicable Rules of Arbitration. In the
event a party fails to proceed with arbitration, unsuccessfully challenges the arbitrator’s award, or fails to comply with the arbitrator’s
award, the other party is entitled to costs of suit, including a reasonable attorney’s fee for having to compel arbitration or defend or
enforce the award.
* Acknowledgment:
These terms together with the scope of work and fee schedule (to be sent to you after discussion) sets forth the entire agreement
and understanding between the parties relating to the subject matter and supersedes all prior discussions or writings between the
Client Signature VSP Representative Signature

__________________________________ ______________________________________

Automatic Billing Authorization Agreement

This Agreement is subject to the terms and conditions stated below.
I (we) hereby authorize Virtual Staffing Partners to
Charge my (our) credit card for the amount on the invoice above for the number of months specified below:

Name on account (exactly as it appears on card)

Billing address as it appears on card:

Street, Apt#

City State Zip

Card type: (Visa, Mastercard, American Express, Discover)

Account number:

Expiration date (MM/YYYY)

Security Code (CSC)

I authorize Virtual Staffing Partners to automatically charge my credit/ debit card the amount specified on the invoice above. If this
is a 1 time transaction, please put 1 in the # of months. If this is for a recurring service, this monthly billing authorization will
continue until you send a request to to cancel these services unless the number of months is otherwise
specified below.

# of Months/ Payments _____ (If you wish to stop these services a minimum of a 15 day notice period is required prior to the start
of the next billing cycle and you may cancel, upgrade or downgrade at any time given the proper notice period of 15 days).

Amount ($) ______

This authorization will remain in full force and effect for the minimum number of months stated above, and then indefinitely until
either Virtual Staffing Partners or you request its termination in such time and in such manner as to afford Virtual Staffing Partners
and my financial institution a reasonable opportunity to act on it. Please note that it may take 30 days to process an auto-billing
cancellation request. This is a legally binding contract authorizing automatic payments to your credit/ debit card for the specified
time. However, if VSP cannot reach a consensus with the client on the level of satisfaction, and VSP decides by our sole discretion
to cancel automatic billing authorization prior to the specified contract end date, no less than a $250 fee will be assessed to your
account for early contract termination less hours worked. Finally, by agreeing to this contract, the client explicitly agrees not to file a
charge-back with his or her credit card company under any circumstances. By filing a charge-back with the respective credit card
issuer the client is in direct breach of this contract. If there is a discrepancy with a project, VSP will either correct the project
according to your requirements, or by our sole discretion refund your project deducting the hours already worked. VSP reserves the
right to cancel a project for any reason at any time and to refund your transaction.
Additional Terms and Conditions:
1. The inability of Virtual Staffing Partners to secure payment from the accounts designated above may result in termination of
services and/or immediate termination of this Agreement. In addition, if another payment method is not made available to Virtual
Staffing Partners within 30 days of payment failure, legal action will be pursued by Virtual Staffing Partners.
2. Virtual Staffing Partners reserves the right to cancel this Agreement at any time via email notice to the email address(es)
provided above.
3. To the extent allowable by law, the liability of Virtual Staffing Partners in connection with Agreement is
limited to the amount of any incorrect charge or withdrawal. Virtual Staffing Partners will not be liable for any other damages,
whether direct,
incidental, special, or consequential, including but not limited to loss of income or profits, whether or not had knowledge that such
damages might be
incurred. Virtual Staffing Partners also will not be liable:
(i) for your acts or omissions, including but not limited to improper or insufficient account or other information,
(ii) if you fail to provide current information, should any account or other information change,
(iii) if you violate any of the terms of the Agreement; and
(iv)for loss, damage, or delay caused by events cannot control, including, but not limited to, acts
of God, weather conditions, acts of public enemies, war, strikes, civil commotions, or acts of public authorities with actual or
4. This Agreement will become effective, upon approval by an authorized representative of Virtual Staffing Partners. This
Agreement does not go into effect until approved by a representative of the respective department.

Virtual Staffing Partners                              CUSTOMER AUTHORIZATION
by:                                                                       by:

_____________________________ __________________________________
Title                                                                    Title

_____________________________ __________________________________
Name                                                                 Name

_____________________________ __________________________________
Signature                                                          Signature

_____________________________ __________________________________
Date                                                                    Date