Employer of Record Services Terms & Conditions

By using Courtpals’ Employer of Record Services you agree to the Terms & Conditions outlined in this page.

1. Payment Terms

1.1 Payment: Upon execution of the EOR Agreement, the Client shall be charged for the one-time and recurring fees as authorized in each Agreement’s Exhibit C. Set-up & Staffing fees are earned upon receipt and are non-refundable. For purposes of each Agreement, the Client understands that any discounts given to Client by Company shall only be effective once and will only apply for the first month of services or as agreed upon between the parties as long as said discounts do not exceed a three month period.

Any non-profit discounts will apply to the entirety of the period that the Agreement remains in effect unless the Client loses its non-profit status. To apply non-profit discounts, the non-profit status must be verified in advance by the Company. To comply with said verification, the Company will require the Client to share specific information necessary to verify the Client’s non-profit status.

1.2 Late Payment: If the Client fails to pay any debt owed to the Company within three (3) calendar days from the due date or after the expiration of any billing period, the Client shall incur a late fee in the amount of one hundred fifty dollars ($150.00) per month until such time that the Client pays the full amount of its debt to the Company. This procedure also applies to the payment of hourly overages.

1.3 Suspension and Cancellation: The Client agrees and understands that if the Client fails to pay any debt owed to the Company within ten (10) business days from the due date or after the expiration of any billing period, the Client’s account shall be suspended, and any Company VA or VAs assigned to Client shall immediately be removed from the Company’s records and Services. 

1.4 Fee Increases: Client understands and agrees that the aforementioned one-time and recurring fees are subject to increases as a result of a multitude of factors, including, but not limited to, changes to Company’s processes, pay increases for Company VAs, increases in Company overhead, inflation, fluctuations in currency exchange rates at the time of billing, and the like. As such, Company may increase the aforementioned recurring fees in its sole, absolute, and unfettered discretion, and said fee increases shall take effect fifteen (15) days from the date on which Company provides the Client with notice of said fee increases.

1.5  Expenses: Any expenses incurred by Courtpals, LLC in connection with providing the Services shall be reimbursed by the Client, subject to the Client's prior approval.

1.6 Invoicing: The Client will receive an itemized invoice on a monthly basis and the corresponding charges. Each invoice will include a summary of the total amount due for the billing period, including any overages, if any, and the hourly rate for said overages.

2. Termination

2.1 Termination by the Client: The Client and the Company agree that in order for the Client to terminate this Agreement for any reason or no reason, prior written notice must be provided fifteen (15) days in advance, the Client must not be in default under the terms of this Agreement, and all payments due by the Client to the Company shall be paid in full at the time said notice is provided. Written notice must be communicated to the Company. Any notice submitted in any other form will not suffice and the Client’s account shall remain in full force and effect. The Client agrees and understands that during the fifteen (15) day cancellation notice period, the Company VA(s) that have/has been assigned to the Client, if any, will continue to work for Client and that the Client must continue to pay Company for its retained services through the end of the fifteen (15) day cancellation notice period. Similarly, for the remaining 15 days the Company will continue to provide the Services agreed in this contract and charge the additional expenses that are generated, if any, during the last 15 days, if no other expenses are generated — in accordance with what is stipulated in this contract as subject of generating additional expenses—, then no other additional charge will be made to the Client.

2.2 Off-Boarding Fees: If the Client decides to terminate the relationship with the recruited employee within the initial 3-month trial period, no off-boarding fees will be charged. However, if the Client terminates the relationship after the completion of the 3-month trial period, off-boarding fees will apply. These fees will be calculated based on the employee’s salary and benefits, the time the employee worked with the Client, applicable local labor laws in the employee’s location, and any relevant administrative fees ($250 USD). Courtpals, LLC will provide a detailed breakdown of these charges at the time of off-boarding.

2.3  Termination by Company: Company may terminate this Agreement due to any Client material default. For purposes of this section, material default is defined as any of the following: Client’s failure to timely pay the Company for its monthly retained services; any violation of Company’s Non-Disclosure and Noninterference Agreement (Exhibit C hereto); or any act that in the Company’s sole discretion materially alters the nature of the Parties’ working relationship. Client agrees and understands that at the time of termination by Company, any outstanding debt owed to Company by Client must be paid immediately upon termination.

In the event of a successful termination of this Agreement, only the requirement that the Company provide future services and that Client pay for said future services shall terminate, with the remainder of this Agreement, along with the Company’s Non-Disclosure and Noninterference Agreement (Exhibit C hereto), as well as the Non-Solicitation and Virtual Assistant Buy-Out clauses surviving and continuing to remain in full force and effect.

2.4  Force Majeure: Company shall not be liable or responsible to Client, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts beyond the Company’s reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”) that frustrate the purpose of this Agreement: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; (i) epidemic, pandemic or similar influenza or bacterial infection (which is defined by the United States Center for Disease Control as virulent human influenza or infection that may cause global outbreak, or pandemic, or serious illness); (j) emergency state; (k) shortage of adequate medical supplies and equipment; (l) shortage of power or transportation facilities; and (m) other similar events beyond the reasonable control of the Impacted Party. In the event that Client retains one or more Virtual Assistants from Company and should said Virtual Assistant(s) be unable to work their required hours due to circumstances beyond their control (e.g. natural disaster, earthquake, flood, pandemic), Client understands that Company, in its sole discretion, reserves the right to provide a credit to Client, but is not obligated to do so.

3. Independent Contractor Status

Courtpals, LLC is an Employer of Record Company as well as Independent Contractor and not an employee of the Client. Nothing in this Agreement shall create a partnership, joint venture, agency, or employer-employee relationship between the parties.

4. Non-Solicitation and Virtual Assistant Buy-Out

The Client understands that in the event that the Client requested the Company to source Virtual Assistants for the Client, the Company has put significant time, effort, and resources into securing the individuals that it provides as Virtual Assistants for hire through the Company (each, a “Company VA”). The Client also understands that should the Client attempt to directly hire or retain any of the Company VAs (as opposed to hiring said Company VA through the Company), it will cause Company significant damages and financial harm. With this understanding in mind, Client agrees that:

4.1  Non-Solicitation: The Client will not directly or indirectly hire, solicit, or engage any Virtual Assistant provided by Courtpals, LLC for a period of thirty-six (36) months after the termination of services, without the prior written consent of Courtpals, LLC and payment of the Post Termination Fee.

4.2  Virtual Assistant Buy-Out: Should the Client desire to directly hire or retain a Company VA, Client will provide the Company with written notice that it would like to exercise this buy-out provision (the “Buy Out Notice”). The Buy Out Notice shall state the name of the Company VA(s) that Client desires to hire or retain directly (each, a “Desired VA”). Following Company’s receipt of the Buy Out Notice, the Company may, in its sole discretion, inquire as to whether the Desired VA(s) is/are willing to be hired or retained by Client directly.

4.3  Approved Buyout Notice: Should the Desired VA(s), or any one of them, be agreeable to being hired or retained by Client directly, then Company may provide Client with written notice of the same (the “Approved Buyout Notice”).

5. Governing Law and Dispute Resolution

5.1  Governing Law: This Agreement shall be governed by and construed in accordance with the laws of California. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the Superior Court for the State of California.  

5.2 Client Review and Disputes: The Client shall have ten (10) days from the date of any invoice to review and dispute any charges. Disputes must be submitted in writing, specifying the nature of the dispute and the specific charges at issue. Courtpals, LLC will review all disputes promptly and make any necessary adjustments to the invoice. The Client will be notified of any changes resulting from the dispute resolution process within five (5) business days.

5.3 Mediation and Attorney Fees: In the event of any dispute related to this Agreement that cannot be resolved through informal discussions, the matter shall be submitted to mediation with a mutually agreed-upon service or provider. The Parties shall share the mediation costs equally. This provision does not prevent either Party from seeking equitable relief in a court of competent jurisdiction.

If either Party initiates legal action without first attempting mediation, as required, or refuses to participate in mediation requested by the other Party, that Party shall forfeit the right to recover legal costs incurred from the lawsuit, even if declared the prevailing Party.

In any dispute or controversy arising under this Agreement, the prevailing Party shall be entitled to recover reasonable costs and expenses, including attorney’s fees, directly related to the dispute.

6. Severability
If any provision or clause of this Agreement or portion thereof, shall be held by any court of competent jurisdiction to be illegal, void, or unenforceable in such jurisdiction, the remainder of such provisions shall not thereby be affected and shall be given full effect, without regard to the invalid portion.

7. Remedies
The Client acknowledges and agrees that compliance with the terms of this Agreement is necessary to protect the business and goodwill of the Company, and that a breach of this Agreement will irreparably and continually damage the Company, for which money damages may not be adequate. Client agrees that, in the event that Client breach or threaten to breach any of the provisions of this Agreement, Company shall be entitled to a preliminary and permanent injunction in order to prevent the continuation of such harm, in addition to any and all other remedies available at law or in equity. Nothing in this Agreement shall be construed to prohibit the Company from pursuing any and all remedies available at law or in equity, and the Parties agree that all remedies shall be cumulative.

8. Company Insurance Policy Statement
The Client acknowledges that, should any Company VA(s) perform work on legal matters for a Client’s clients and/or potential clients, the Client shall ensure that the Client’s legal malpractice insurance covers the work performed by said Company VA(s).

9. Indemnification and Limitation of Liability
Client shall defend, indemnify, and hold harmless Company, its affiliates, parent companies, sister companies, principals, directors, officers, employees, agents, and representatives from and against any and all claims, damages, losses, liabilities, expenses, and costs (including, but not limited to, reasonable attorneys’ fees and court costs) brought by any third party and/or employee or client of the Client against Company caused by, arising from, or relating to: (a) any negligent or intentional act or omission of the Client, (b) any failure of the Client to perform and observe fully its obligations pursuant to this Agreement or to comply with relevant laws or regulation, (c) the negligence or willful misconduct of Company VAs that is a result of the Client’s directions and approval, or (d) any allegation that a Company VA caused injury and/or damage to any third party as a result of the directions and/or approval of Client.

The Client understands that some of the services provided hereunder may be provided in whole or in part by Company’s affiliates and/or sister companies (the “Affiliated Companies”). Client agrees that it will only hold Company liable (and not the Affiliated Companies, nor any of their principals, directors, officers, employees, agents, and representatives) for any damage or harm Client incurs or suffers resulting from the acts or omissions of Company and/or the Affiliated Companies (including any and all breaches of contract, tortious conduct, or statutory violations) (collectively, “Company Bad Acts”). As such, Client hereby releases and holds harmless the Affiliated Companies (and their principals, directors, officers, employees, agents, and representatives) with regard to any and all Company Bad Acts.

To the fullest extent permitted by applicable law, the Company’s total liability (including its affiliates, parent companies, sister companies, principals, directors, officers, employees, agents, and representatives) to client for any claims, losses, damages, costs, or expenses arising out of or relating to this agreement, regardless of the form of action, whether in contract, tort, strict liability, or otherwise, shall be limited to the average monthly amount of revenue collected by the Company from the Client during the three (3) months preceding the date the liability arose. Under no circumstances shall the Company be liable for any indirect, incidental, punitive, exemplary, consequential, special, or lost profits damages, even if the Company has been advised of the possibility of such damages. 

Courtpals reserves the right to update or modify these terms and conditions at any time. Clients will be notified of any significant changes via email or through updates on our website.

By using Courtpals’ EOR Services, you acknowledge and agree to the terms and conditions outlined above. Your continued use of our services constitutes your acceptance of these terms, including any updates or modifications. If you do not agree with any part of these terms, please refrain from using our services.