Employer of Record Services

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. 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, which will require the Client to share specific information necessary to verify that status.

1.2 Late Payment

If the Client fails to pay any debt owed to the Company within seven (7) calendar days from the due date or after the expiration of any billing period, the Client shall incur a late fee of $150.00 per month until the full amount is paid. This procedure also applies to the payment of hourly overages.

1.3 Suspension and Cancellation

If the Client fails to pay any debt owed within fourteen (14) 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(s) assigned to the Client shall immediately be removed from the Company's records and Services.

1.4 Fee Increases

One-time and recurring fees are subject to increases as a result of factors including, but not limited to, changes to Company's processes, pay increases for Company VAs, increases in Company overhead, inflation, and fluctuations in currency exchange rates. Fee increases shall take effect fifteen (15) days from the date of notice provided to the Client.

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.

1.5.1 Equipment Procurement and Ownership

In the event that the Client requests Courtpals to purchase work equipment (e.g., laptops, headsets, office chairs) for the assigned Employee, the Client must notify their assigned Courtpals Account Representative. Courtpals will provide a standardized Equipment Request Form. Client selects from three (3) options presented by Courtpals based on the Client's specifications.

1.5.1.2 Invoice and Purchase

The Client will be invoiced for the full cost of the selected equipment and an administrative fee (see Section 1.5.1.6). Payment must be received in full before the purchase is made.

1.5.1.3 Estimated Delivery Timeline

Delivery is typically completed within two (2) weeks, but may take longer depending on supplier availability and shipping logistics.

1.5.1.4 Ownership and Assignment

• Default Ownership: All equipment purchased shall be the property of the Client, unless otherwise stated in writing prior to purchase.
• Use by Employee: Equipment will be loaned to the assigned Employee for professional use. Courtpals will ensure the Employee signs an Assignment and Return Agreement.
• Custodianship: Courtpals acts only as a custodian and coordinator. Recovery of equipment after offboarding will be attempted in good faith but is not guaranteed. The Client acknowledges full responsibility for the asset.
• Alternative Ownership Model: If the Client prefers the Employee to retain ownership permanently, this must be explicitly requested in writing prior to purchase.

1.5.1.5 Transfer and Retrieval

Reassignment, shipment to a new location, or recovery of equipment will incur the following fees:

• Transfer/Reassignment Fee: $175 USD flat
• Shipping Coordination Fee: Shipping cost + 10% logistics surcharge
• Storage Fee: $5 USD per item, per day, starting on day 11 of storage

1.5.1.6 Administrative Fee Structure

1.6 Invoicing

The first invoice will be issued as soon as the employee formally reports to the Client, regardless of whether the initial days are used for onboarding, training, or other preparatory activity. This first invoice will be prorated based on the remaining calendar days of the current month from the employee's official start date.

After that, the Client will receive a monthly itemized invoice including any overages and the hourly rate for said overages.

2.1 Termination by the Client

To terminate this Agreement, the Client must provide written notice fifteen (15) days in advance, must not be in default, and all payments due must be paid in full at the time notice is provided. During the 15-day notice period, Company VA(s) will continue to work and the Client must continue to pay for retained services. Any additional expenses generated during this period will be charged accordingly. This does not include off-boarding fees or excess liquidation costs outlined in Section 2.2.

2.2 Off-Boarding Fees and Liquidation

• Termination within the initial three (3) month trial period: no off-boarding fees will be charged.
• Standard Liquidation Coverage: The monthly EOR fee includes standard off-boarding support and liquidation coverage up to a cap equivalent to one month of the employee's salary per year worked, in accordance with local labor laws.
• Excess Costs: If required severance or legal benefits exceed this cap, the Client shall be responsible for covering the difference.
• Cause for Termination: This coverage only applies in cases of no-fault termination. Just-cause termination requires documented evidence. If documentation is not submitted or does not meet the legal threshold, liquidation costs will apply.
• Administrative Off-Boarding Fee: $450 USD in all post-trial termination cases, covering final payroll processing, severance documentation, and statutory filings.

2.3 Anti-Rotation and Abuse Prevention

• Trial Period Limitations: The first early termination and replacement within the 3-month trial period is included and exempt from off-boarding fees. Subsequent early terminations within a 12-month period will trigger the $450 administrative off-boarding fee.
• Minimum Commitment Period for Replacements: After one free replacement during the trial period, any subsequent hires made within the same calendar year require a minimum commitment of six (6) months. Early termination triggers standard liquidation and off-boarding fees regardless of trial period status.
• Right to Review and Enforce: Courtpals reserves the right to review termination patterns at any time and enforce these protections retroactively if deemed necessary.

2.4 Termination by Company

The Company may terminate this Agreement upon Client material default, including failure to timely pay monthly fees, violation of the Non-Disclosure and Noninterference Agreement, or any act that materially alters the nature of the Parties' working relationship. All outstanding debt must be paid immediately upon termination. Non-Solicitation and Virtual Assistant Buy-Out clauses survive termination.

2.5 Force Majeure

Company shall not be liable for any failure or delay caused by events beyond its reasonable control, including acts of God, flood, fire, earthquake, explosion, war, terrorism, government orders, national emergencies, strikes, epidemics, pandemics, or shortages of power or transportation. In the event a VA is unable to work due to such circumstances, the Company may, in its sole discretion, provide a credit to Client but is not obligated to do so.

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 a Company VA, Client must provide written notice (the "Buy Out Notice") stating the name of the desired VA(s). The Company may, in its sole discretion, inquire whether the VA(s) are willing to be hired directly.

4.3 Approved Buyout Notice

Should the VA(s) agree to being hired directly, the Company may provide written confirmation (the "Approved Buyout Notice").

5.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of California. Any dispute 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 will notify the Client of any adjustments within five (5) business days.

5.3 Mediation and Attorney Fees

Any dispute that cannot be resolved through informal discussions shall be submitted to mediation with a mutually agreed-upon provider. Parties shall share mediation costs equally.

If either Party initiates legal action without first attempting mediation, that Party shall forfeit the right to recover legal costs even if declared the prevailing Party. The prevailing Party shall be entitled to recover reasonable costs and attorney's fees.