Exec Wranglers Terms & Conditions of Service
PLEASE NOTE: Exec Wranglers, LLC does not require a signed Terms and Conditions of Service. Your use of any services or resource provided by Exec Wranglers, LLC indicates your complete agreement with and acceptance of these Terms and Conditions of Service
THIS AGREEMENT. Client acknowledges that it has read, understands, agrees with, and accepts all of the terms and conditions contained in this Agreement. This Agreement is subject to change by Contractor from time to time, in its sole discretion, with advance notice of any such changes given to Client. The most current version of this Agreement, which shall supersede all earlier versions, can be accessed through Contractor’s website. Client acknowledges that it should review the Agreement regularly, to determine if there have been changes. Client’s continued use of Contractor’s services constitutes acceptance of the most recent version of the Agreement.
DESCRIPTION OF SERVICES. Pursuant to this Contract, Exec Wranglers will provide Virtual Assistant (VA) services purchased by Client with reasonable care and skill and otherwise in the manner customarily performed by service providers in the Virtual Assistant service industry (individually and collectively, the “Services”, also referred to as “Wrangling”) as agreed upon by both the Client and Exec Wranglers. Exec Wranglers may freely delegate any of the Wrangling to its VA staff (also referred to as “Wranglers”) in Exec Wranglers sole discretion.
DIGITAL MARKETING SERVICES. Administrivia Wrangling Packages include basic social media assistance. Wrangler will post the content/graphics/captions, etc., that you provide, on the platforms that you use. Anything beyond simple posting of the content provided by the client will be considered social media/digital marketing management, and will be charged at a higher hourly rate. Examples of what is considered social media management include, but are not limited to:
- Designing posts
- Writing posts/captions
- Researching hashtags
- Researching content
- Brainstorming content ideas
- SEO/targeted language
- Photo editing
- Video editing
- Copywriting (blog posts, articles, white papers, etc.
- Page/profile design
- Tracking engagement
- Podcast production
Hours for Social/digital media management services will be clocked and billed at “time and a half” – effectively making the hourly rate for social media management $66.75/hour or less, depending on the number of hours in your current monthly package (bulk rates with higher monthly packages will apply.)
Exec Wranglers is an administrative agency, and not a digital marketing agency. As such, our Wranglers will not be held responsible for social media analytics, strategy, growth, etc. at any time. Examples of social media management our Wranglers will not be able to provide include, but are not limited to:
- Boosting engagement
- Responding to comments
- Strategic following
- Algorithm analysis
- Adjusting to trends
- Ads, boosts, paid promotions
Exec Wranglers will be happy to refer you to a partner digital marketing agency or a freelancer if these are services you need.
On a case-by-case basis, other digital marketing/creative work may be charged at time and a half as agreed upon by Client and Exec Wranglers.
BILLING. Exec Wranglers will bill Client in advance, until completion of the Services, or termination of this Contract. Client will pay all invoices through the invoicing system provided by Exec Wranglers. Payment is due upon receipt of the invoice. If Client disputes the invoice, Client must notify Exec Wranglers in writing as to the basis for the dispute within 5 days of receiving the invoice. Failure to notify Exec Wranglers in writing within the 5-day period shall constitute Client’s agreement to the validity of the charges and your obligation to pay the invoice as presented.
Client will be billed for any overages on the following month’s invoice.
UNUSED HOURS. Unused time will not roll over and will expire at the end of each month.
EXPENSES. Exec Wranglers will also invoice for any client-related out-of-pocket expenses incurred in providing the Services. You will pay any out-of-pocket expenses directly that exceed $100 unless otherwise agreed by Exec Wranglers and authorized by you in writing before the expense is incurred. In addition, You agree to pay a 10% markup on all expenses Exec Wranglers incurs and will be charged any interest and fees associated with Exec Wrangler’s credit card used for the expense.
CLIENT RESPONSIBILITY. Exec Wranglers, as a contract service, does not directly supervise the daily activities of its Wranglers. Client acknowledges and agrees that its Wrangler acts under Client’s sole direction. The extent to which Client supervises its Wrangler and the quality of tasks performed is under the sole discretion of Client. Client agrees that Exec Wranglers is not liable for any decisions made or tasks performed by a Wrangler that has been assigned to Client and is operating under Client’s direct supervision. Client also agrees that the Wrangler has the discretion to determine how to perform the tasks assigned in a manner the Wrangler deems most appropriate and efficient for the Client.
Client understands that the Wrangler is not an employee and that this will be a collaborative, professional relationship of equals, where mutual professional respect, courtesy, and consideration are expected. Due to the virtual nature of the partnership, Client understands the importance of communication, especially via email, and agrees to respond to questions, requests, and communications from the Wrangler in a timely manner. Client understands that the Wrangler is a contractor with other clients to service and requires fair, realistic notice in order to attend to requests and projects. Poor planning or miscommunication on the part of Clients will not constitute an emergency for the Wrangler. Client understands that the Wrangler will require detailed clarification of projects in order to meet expectations and provide the best support and highest quality of work.
- What do both parties agree to do? As our client, it serves you best to be completely candid with us about your business practices, dreams for the future, and the hurdles you are facing. An agreement to have open and frank communication is an important part of the process. Our clients understand that our job is to be challenging at times. We might push you to move out of your comfort zone, look at a situation differently and try something new. Therefore, we ask you to keep an open mind, ask questions, and stretch yourself throughout the journey. As the business owner/manager, you are the person who makes the decisions, our job is to advise you on solid fundamental business practices. We are here to support you throughout the year, but it is your business, you have the final say on all decisions.
- Both parties agree to communicate regularly about projects, deadlines, the process of working toward our goals, and what we need to meet expectations. We agree to return emails and meet deadlines in a timely manner, however, deadlines go both ways. We also ask that you, the client, return emails and meet deadlines in a timely manner. This commitment from both sides helps us all be successful.
- We agree to maintain the confidentiality of any information you provide to us about your business and its products and services. We agree to focus on your goals and your best interest in all interactions. We agree to always be able to explain the WHY behind our advice and offer suggestions for the future.
NO SOLICITATION. Client acknowledges that Exec Wranglers has made substantial investments in recruiting, training, and matching skilled Exec Wranglers assistants, and that Exec Wranglers has a legitimate interest in earning a reasonable return on those investments. Accordingly,Client agrees that throughout the duration of this agreement, and for twelve (12) months following the termination of this agreement, Client shall not directly or indirectly solicit any Exec Wranglers VA. Solicitation includes asking the Wrangler to leave Exec Wranglers and/or to work for the Client in any paid engagement outside of Exec Wranglers directly or indirectly. If Client wishes to hire an Exec Wranglers VA after the initial 12-month period of this agreement, Client must get express written consent from Exec Wranglers’ management and pay Exec Wranglers a finder’s fee, which will equal 25 percent of all fees Exec Wranglers has charged Client for its Services for the most recent 12 months of the Client’s contract(s) with Exec Wranglers.
Should any solicitation by Client result in an Exec Wranglers VA accepting an engagement with Client directly or indirectly at any time without Exec Wranglers’ consent, Client agrees to pay Exec Wranglers a one-time fee equivalent to one year of Client’s monthly Exec Wranglers package. Client also acknowledges that Exec Wranglers has agreements with its VAs that protect this interest by requiring that its VAs obtain prior written consent from Exec Wranglers before accepting any paid engagement (whether as an employee, consultant, contractor, or otherwise) with any Client.
CANCELLATIONS. Packages may be canceled with 30 days’ written notice by emailing firstname.lastname@example.org. Client agrees to pay any amounts due upon cancellation that exceed the prepaid amount. Exec Wranglers does not refund unused time.
TERMINATION OF SERVICE. Exec Wranglers reserves the right to terminate this Contract at any time – for any reason. Should this occur, we will give you a prorated refund at the standard monthly rate for any period for which you have already paid. We may end our relationship with a client for any number of reasons including, but not limited to the following:
- Consistently requesting tasks outside the scope of the Services
- Abusive behavior to a Wrangler or any other Exec Wranglers team member
- Repeated late payments and/or missed payments
WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, products, or other information (collectively the “Work Product”) developed in whole or in part by Exec Wranglers in connection with the Services will be the exclusive property of the Client.
NON-DISCLOSURE and CONFIDENTIALITY. Exec Wranglers, and its employees, contractors, agents, consultants, and representatives will not at any time or in any manner, either directly or indirectly, use for their personal benefit, or divulge, disclose, or communicate in any manner, any information that is proprietary to Client, including confidential or proprietary information pertaining to Client, including but not limited to customer lists, contacts, financial data, sales data, supply sources, business opportunities for new or developing business, plans and models, or trade secrets. Exec Wranglers and its employees, contractors, agents, consultants, and representatives will treat this information as confidential, and use prevailing industry standards to secure its confidentiality. This provision will continue in effect after the termination of this Contract. Client may authorize Exec Wranglers and its personnel to disclose Client’s confidential information to a third party for specific purposes. In this instance, the authorization must be in writing, signed by the Client, and include the purpose, identity of the third party, and the duration for which the information may be disclosed to the third party. Upon termination of this Contract, upon Client’s request Exec Wranglers will return to Client all records, notes, documentation, information, and other items that were used, created, or controlled by Exec Wranglers during the term of this Contract.
REPRESENTATIONS AND WARRANTIES. Client represents and warrants to Exec Wranglers that it will provide Exec Wranglers the information and access to any of its staff and resources necessary for Exec Wranglers to provide the Services and will cooperate with Exec Wranglers as needed. Exec Wranglers represents and warrants it shall provide the Services in a timely and workmanlike manner; however, Exec Wranglers does not represent, warrant, or guarantee that the Services will result in increased profits, more customers, or similar indirect outcomes for Client. All other warranties are explicitly disclaimed by Exec Wranglers.
INDEMNITY. Client hereby agrees to release, indemnify, defend, and hold harmless both Exec Wranglers, including Exec Wranglers’s directors, officers, employees, contractors, and any other agents and its Wranglers, from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements, arising from or relating to any inaccuracy in or breach of any of the representations or warranties of Client contained in this Agreement or any document to be delivered hereunder, or any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Client or any document prepared by or action performed by a virtual assistant pursuant to this Agreement unless caused by the gross negligence or willful misconduct of Exec Wranglers or its Wranglers. Client further waives any claim that Exec Wranglers or any of the Wranglers are acting in a professional, advisory, or consultative capacity.
DISCLAIMERS. The services are provided “as is.” To the fullest extent permitted by law, contractor and its affiliates, suppliers, and distributors and any Wranglers to be provided hereunder do not make any warranty of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, non-infringement, or the Texas deceptive trade practices act. Client acknowledges that it is a legal entity with sufficient resources to retain counsel, that counsel has reviewed these terms of service and waives any claim under the deceptive trade practices-consumer protection act, section 17.41 et seq., business & commerce code. Client is responsible for using the services in accordance with the terms and conditions set forth herein and backing up any stored data on the services.
LIMITATION OF LIABILITY.
- Except as may be required by law where Client is a consumer, in the event of a breach of this Agreement by Exec Wranglers, the remedies of Client will be limited to actual damages but will not exceed the greater of the amount paid by Client for the Services during the 12-month period immediately prior to the date in which those actual damages were incurred or US$5,000.
- To the maximum extent permitted under applicable law, under no circumstances, including without limitation negligence, shall either Client or Exec Wranglers (or their respective affiliates, directors, officers, employees, contractors, or Wranglers to be provided hereunder) 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 and the like) arising out of or in connection with or related to this agreement, even if a party has been advised of the possibility of such damages.
DEFAULT. Client’s failure to make a required payment when due is a material default of this Contract. All payments are due upon receipt.
REMEDIES. If you fail to make a required payment when due, Exec Wrangler may terminate this Contract immediately and cease providing all Services. If a party defaults by failing to substantially perform any provision, term, or condition of this Contract, the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving the notice has 30 days from the effective date of such notice to cure the default(s). Unless waived in writing by the party providing notice, the failure to cure the default(s) within the 30-day time period results in the automatic termination of this Contract. These remedies are in addition to any and all other rights a party may have available under Texas law.
FORCE MAJEURE. If the performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party that is unable to carry out its obligations gives the other party prompt written notice of the Force Majeure event, then the obligations of the party invoking this provision are suspended for a reasonable period of time. The term “Force Majeure” shall include, without limitation, acts of God, fire, explosion, vandalism, acts of nature or other similar occurrences, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lockouts, work stoppages, or supplier failures. The party invoking this provision will use reasonable efforts under the circumstances to avoid or remove the causes of non-performance and shall proceed to perform with reasonable dispatch whenever the causes are alleviated, removed, or ceased. An act or omission is deemed within the reasonable control of a party if the act or omission is committed, omitted, or caused by that party or its employees, contractors, officers, agents, owners, or affiliates.
DISPUTE RESOLUTION. The parties agree to negotiate in good faith in an effort to resolve any disputes related to this Contract that may arise, no matter when the dispute may arise. If a dispute cannot be resolved by negotiation, the parties agree to mediate the dispute. The parties shall choose a mutually acceptable attorney-mediator to mediate the dispute, and the parties shall pay the costs of mediation services equally. If a dispute is not resolved through mediation, either party may pursue arbitration or litigation. The parties are not required to mediate if immediate judicial action is required and there is no adequate remedy at law for an alleged breach.
ATTORNEY’S FEES TO PREVAILING PARTY. In any action arising under this Contract or any separate action pertaining to the validity of this Agreement, the prevailing party is entitled to reasonable attorney’s fees and costs, both in the trial court and on appeal.
ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.
SEVERABILITY. If one or more provisions of this Contract, or the application of any provision to either party or circumstance, is held invalid, unenforceable, or illegal in any respect, the remainder of this Contract and the application of the provision to other circumstances shall remain valid and in full force and effect.
NON-WAIVER OF DEFAULTS. Any failure of either party at any time, or from time to time, to enforce or require the strict keeping and performance of any of the terms and conditions of this Contract, or to exercise a right under it, does not constitute a waiver of those terms, conditions, or rights, and does not affect or impair the same, or the right of that party to later enforce any terms or conditions of the Contract.
MULTIPLE COUNTERPARTS. This Contract may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute one Contract. It is also agreed that separate counterparts of this Contract may separately be executed by the parties all with the same force and effect as if the same counterpart had been executed by both parties.
NO ASSIGNMENT. Neither party may assign this Contract without the prior written consent of the other party.
AMENDMENT. This Contract may be modified or amended in writing by mutual agreement between the parties.
GOVERNING LAW. This Contract shall be construed in accordance with the laws of the State of Texas, and the venue for all disputes is Travis County, Texas. The parties execute this Contract as of the last date that it is fully signed and executed by the parties.
AUTHORITY. The signatories of this Contract represent and warrant that they have the authority to sign this Contract in the capacity described.