Terms and Conditions

Last Updated: March 2025

Services Agreement

This Services Agreement (“Agreement”), made effective as of  March 1, 2025 and is entered into by and between Secure Virtual Solutions DBA WellDesk (“Company”), an Pennsylvania LLC and                                                                                                                                                 (“Client”),  (collectively, “Parties” or individually as “Party”), with reference to the recitals of facts and intentions and for the purpose of confirming the agreements hereinafter set forth.

WHEREAS, Secure Virtual Solutions provides Virtual Assistant Services, defined below, to business professionals by using independent contractors located in the Philippines (“Virtual Assistants”). As used herein, “Virtual Assistant Services” means and includes receptionist and administrative services.

WHEREAS, Client is a business professional and desires to receive Virtual Assistant Services.

WHEREAS, the Parties desire to enter into this Agreement pursuant to which Secure Virtual Solutions will provide Virtual Assistant Services for Client through the Virtual Assistants on the terms and conditions set forth herein.

The Parties hereto hereby agree as follows:

1.      Billing and Payment Policies. All invoices are payable by Client within five (5) days of invoice date by way of auto-payment, or ACH to the instructions provided by the Company to the Client; in the event the Client remits payment to the Company by way of credit card, the client shall pay an additional credit card processing fee in the amount of 2.9 percent (2.9%) as a service charge.

If Payment is outstanding due and owing after five (5) days Client Services will be put on hold. Further, Client agrees that the information provided to the Service Provider on the Client’s behalf regarding the processing of payment and billing may be used to close out invoices with an overdue status on the account.

2.      Compliance; Accuracy​. The Parties acknowledge and agree that Virtual Assistants are not employees of Secure Virtual Solutions, and Secure Virtual Solutions is not an employee of Client, and nothing contained herein shall be deemed to prohibit Secure Virtual Solutions from causing Virtual Assistant Services to be provided to other individuals or entities. Secure Virtual Solutions has no access to any protected health information and in the event Client provides the Virtual Assistants access to protected health information, the Virtual Assistants shall not retain any such information. While Virtual Assistants hold certificates of Health Insurance Portability and Accountability Act (“HIPAA”) compliance training, Client shall be solely and exclusively responsible for complying with all laws, rules, regulations, and codes applicable to Client and its business (“Laws”), including, but not limited to, (i) complying with HIPAA and ensuring that the Virtual Assistants are in compliance therewith as well as Client’s related policies and procedures, (ii) executing any business associate agreement or confidentiality agreement desired or required by Client or mandated by applicable Laws, and (iii) providing secure software, electronic storage and related equipment, telephone, facsimile, and virtual private network services, and internet connections in order to receive the Virtual Assistant Services. Client shall be solely responsible for timely reviewing for accuracy any and all information and documentation provided to Client by the Virtual Assistants.

3.      Terms. This Agreement shall commence on the Effective Date, and shall remain in full force and effect for a minimum of 90 days, after which time the term shall automatically renew in 3 month increments at the end of each term. Client may provide notice to the Company of its intent not to renew the Agreement, which must be provided in writing, in the manner set forth in the Notice provision below herein, with a copy to accounts@securevirtualsolutions.com, at least thirty (30) days in advance of the intended end date for services for such termination to be effective. Should Client initiate a cancellation of service, Client will be required to honor said agreement until the end of the current term, which shall be defined as the cash value of the remaining unbilled monthly retainer fees with a maximum total fee capped at $2,000. Service Provider may elect to submit termination of this agreement at any time by providing 30-days written notice. The obligations of the parties shall commence upon the full execution of the within Agreement.  For billing purposes only, the billing cycle’s Effective Date will be defined as the date the Virtual Assistant begins and shall follow the term requirements set forth. Multiple billing cycles may begin independently should Client have multiple active services. Onboarding Services and the related fees are independent of the billing cycle.

4.      Independent Contractor​. Secure Virtual Solutions is an independent contractor and nothing in this Agreement shall be construed as creating an employment relationship, agency, partnership, or joint venture between the Parties. Secure Virtual Solutions shall control and direct the methods by which it performs its responsibilities hereunder. Except as provided herein, neither Party is authorized to act on behalf of the other in any other matter whatsoever.

5.      Disclaimer of Express and Implied Warranties. Secure Virtual Solutions provides no representation, warranty, or guaranty regarding the Virtual Assistant Services. To the maximum extent permitted under Pennsylvania law, all such representations and warranties are hereby disclaimed and excluded.

6.      Limitation of Liability; Liquidated Damages​. As part of the consideration for causing the Virtual Assistants to perform the Virtual Assistant Services, Client and Secure Virtual Solutions have agreed to the following: Client hereby covenants and agrees to indemnify and hold Secure Virtual Solutions harmless from and against any liability, loss, injury, damage, claim, cause of action, or expense (including cost of defense) imposed upon, incurred, or suffered by Secure Virtual Solutions by reason of Client's act or omission, including, but not limited to, failure to comply with Laws, failure to ensure the Virtual Assistants have complied with Laws applicable to Client, and breach of this Agreement. In the event Secure Virtual Solutions breaches this Agreement or Secure Virtual Solutions is otherwise liable to Client for any reason, whether arising under contract, warranty, tort, negligence, strict liability, or any other theory of liability, the Parties hereby stipulate and agree that THE MAXIMUM AMOUNT SECURE VIRTUAL SOLUTIONS SHALL BE LIABLE OR RESPONSIBLE FOR, AND THE MAXIMUM AMOUNT CLIENT IS ENTITLED TO RECEIVE FROM SECURE VIRTUAL SOLUTIONS (INCLUSIVE OF COSTS OF SUIT, OUT OF POCKET EXPENSES, AND OTHER DAMAGES), SHALL BE THREE (3) TIMES THE AMOUNT OF THE FEES PAID OR DUE FOR VIRTUAL ASSISTANT SERVICES RENDERED DURING THE THIRTY (30) DAYS PRIOR TO THE OCCURRENCE GIVING RISE TO THE LIABILITY. Under no circumstances shall Secure Virtual Solutions be liable or responsible for Client’s costs or expenses relating to failure to comply with any Laws. Neither Party shall be liable for special, indirect, incidental, consequential, exemplary, lost profits, or punitive damages whether arising under contract, warranty, tort, negligence, strict liability, or any other theory of liability. The foregoing limitation of Secure Virtual Solutions liability to three (3) times the amount of the Fees includes liability for any act or omission of Secure Virtual Solutions or the Virtual Assistants, and costs, expenses, and damages Client incurs as a result thereof. The parties acknowledge that the foregoing liquidated damages are not intended as a penalty, but are intended (i) to reflect the fact that actual damages may be difficult and impractical to ascertain; (ii) to allocate risk among Secure Virtual Solutions and Client, and (iii) to enable Secure Virtual Solutions to cause the Virtual Assistants to provide the Virtual Assistant Services the stated Fees. Notwithstanding anything to the contrary contained in this Agreement, neither Party shall be liable to the other for any third-party claims even if a Party has been apprised of the likelihood of such damages.

7.      No Solicitation of Contractors. During the term hereof, and for a period of twelve months following the date of termination, the Client shall be prohibited from engaging, soliciting, offering or otherwise approaching, directly or indirectly, any current or former contractor of the Company having engaged in any performance hereunder for the purpose of any engagement of such employee or contractor by the party. Client understands that a breach of the within provision will cause the Company to suffer immediate and irreparable harm.  In the event Client breaches the within provision, it shall pay to the Company liquidated damages in the sum of ten thousand dollars and counsel fees and costs in pursuing its claims in addition to any other damages and injunctive relief the Company may be entitled to under the law.

8.      Miscellaneous. The Parties acknowledge that time is of the essence for each and every obligation arising hereunder. In the event either Party brings any action for any nature, whether in equity or at law, arising under or out of this Agreement or on account of any breach or default hereof, the prevailing Party shall be entitled to receive from the other Party its reasonable attorneys’ fees, and other costs and expenses relating thereto. Each Party represents and warrants to the other that it has the right to enter into this Agreement and to perform its obligations hereunder. If any provision of this Agreement or the application thereof to any Party or under any circumstance shall in any way be held in invalid or unenforceable, the remaining provisions of this Agreement, and the application of such provision to the Parties or under the circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by applicable laws.

This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, successors, and permitted assigns. Neither Party may assign this Agreement without the consent of the other Party. This Agreement shall be construed, interpreted, and enforced in accordance with the laws of the State of Pennsylvania, both statutory and decisional, and venue for any action hereunder shall be Bucks County, Pennsylvania, and the Parties hereby submit to such jurisdiction. This Agreement may not be amended, modified, supplemented, or altered except by an instrument in writing executed by both of the Parties hereto. The captions of articles and paragraphs hereof are for reference and convenience only and shall not be deemed to limit, construe or affect the meaning of such articles or paragraphs. All capitalized terms used herein not otherwise defined shall have their meanings as ascribed to them and defined in the Declaration.

This Agreement and the information on Secure Virtual Solutions website, which is incorporated herein by reference, contain all of the agreements and understandings between the Parties hereto with respect to the subject matter hereof, and no representations, covenants, agreements, or commitments have been made to, or relied upon by, either of the Parties hereto which are not specifically set forth herein or on Secure Virtual Solutions’ website. This Agreement may be executed in several counterparts and by electronic or PDF signature, each of which shall be an original, but all of which shall constitute one and the same instrument. Neither Party intends, in any manner whatsoever, to create an interest or beneficiary in any third party.