1. Agreement Formation.

By clicking the “Pay & Accept” button (or equivalent affirmative‑action mechanism) on the Company’s checkout page, the buyer identified in the online Order Form (“Client”) enters into a binding contract with ECONMOBILE, LLC, doing business as 20four7VA, a Maryland limited liability company (“Company”). The effective date of such contract (“Effective Date”) shall be the timestamp recorded by the payment processor at successful checkout. The completed Order Form, designated therein as Schedule A and these Terms and Conditions (collectively, this “Agreement”) constitute the entire agreement between the Parties and supersede any prior proposal, correspondence, or oral statement relating to its subject matter.

2. Definitions.

2.1 “Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party.

2.2 “Business Day” means any day other than Saturday, Sunday, or a public holiday in the State of Maryland, United States.

2.3 “Confidential Information” has the meaning set forth in Article 8.

2.4 “FlexiTask Pack” means a prepaid block of virtual‑assistant service hours, as further described in Appendix A and as set forth in Client’s Schedule A.

2.5 “Pack Fee” means the price paid by Client for a specific FlexiTask Pack.

2.6 “Party” and “Parties” refer individually and collectively to the Company and Client.

2.7 “Representative” means, with respect to a Party, any director, officer, employee, contractor, consultant, or adviser of such Party or its Affiliates.

2.8 “Services” means, collectively, the remote administrative, operational, and business-support tasks identified in the FlexiTask Pack selected by Client (as reflected in Schedule A), together with any substantially similar tasks that the Parties may mutually agree the Company will perform from time to time.

2.9 “Task Management” means the scheduling, workload distribution, and deliverable‑conformity review performed by the Company in accordance with Section 3.2(b).

2.10 “Team Lead” means the Company’s designated coordinator who receives task requests, oversees progress, and issues usage reports.

2.11 “VA” means each virtual assistant engaged by the Company as an independent contractor to perform Services.

2.12 Other Capitalised Terms shall have the meaning ascribed to them elsewhere in this Agreement.

3. Services and Coordination Model

3.1 Task Submission:
(a) Client shall submit detailed written task requests to the Team Lead via the Company’s designated client portal or by email.
(b) Any request falling outside the definition of Services in Article I shall be deemed out‑of‑scope and shall not bind the Company unless the Parties expressly agree in writing (email suffices).

3.2 Service Fulfilment and Task Allocation:

(a) The Company shall act as Client’s sole point of contact for all Services and shall allocate each task request to one or more VAs from its vetted talent pool.

(b) The Company performs Task Management; however, each VA retains sole discretion over the manner and means of performing assigned work and remains an independent contractor with respect to both the Company and Client.

(c) Client shall issue all operational instructions exclusively to the Company or the Team Lead and shall not directly supervise, manage, or control any VA.

3.3 Resource Availability: Services are provided on a first‑come, first‑served basis and shall commence and proceed as resources permit. The Company shall use commercially reasonable efforts to initiate work on accepted tasks as promptly as practicable; however, the Company makes no representation or warranty as to immediate commencement or specific task-completion timelines unless the Parties have executed a separate written Service-Level Addendum.

3.4 No Individual Selection: Client acknowledges and agrees that it has no right to select, hire, or supervise individual VAs.

4. Fees, Taxes and Payment Terms

4.1 All Pack Fees are due and payable in full at the time of purchase by credit‑card, ACH, or any other payment method accepted by the Company’s checkout system.

4.2 All prices are exclusive of VAT, sales, use, or similar taxes. Client shall be responsible for and shall promptly pay all such taxes except for taxes based on the Company’s net income.

4.3 Amounts payable under this Agreement are not subject to set‑off, counterclaim, or deduction of any kind.

5. Term and Termination.

5.1 This Agreement commences on the Effective Date and remains in force until all FlexiTask Packs purchased by Client have expired or been fully utilised, unless sooner terminated in accordance with Section 5.2.

5.2 Either Party (the “Non‑Breaching Party”) may terminate this Agreement by written notice to the other Party (the “Breaching Party”) if the Breaching Party materially breaches any provision of this Agreement and fails to cure such breach within ten (10) calendar days after receiving written notice thereof.

5.3 Upon any termination or expiration of this Agreement: (a) all Pack Fees previously paid to the Company shall be deemed earned and are non‑refundable; (b) any Pack Fees accrued but unpaid shall become immediately due and payable; and (c) unused hours shall be forfeited.

6. Relationship of the Parties.

6.1 The Company engages each VA as an independent contractor. Each VA is, and shall remain, an independent contractor with respect to both the Company and Client; nothing herein creates an employment, agency, joint‑venture, or fiduciary relationship among any of them. The Company’s Task Management does not constitute supervision or control of the VAs’ work methods, and the Company shall not be liable for any act or omission of any VA.

6.2 Neither the Company nor any VA possesses, and each expressly disclaims, any authority to act for or to bind Client. Likewise, Client possesses no authority to act for or to bind the Company or any VA.

7. Client Covenants and Responsibilities.

7.1 Client shall furnish clear instructions, adequate materials, and prompt feedback exclusively to the Company or the Team Lead and to no other person.

7.2 Client warrants that all task requests and all data, content, and materials it supplies shall (i) comply with applicable law, and (ii) not infringe or misappropriate any intellectual‑property or privacy rights of third parties.

7.3 Absent a separate written addendum executed by the Parties, Client shall not transmit to the Company or any VA any protected health information subject to HIPAA, cardholder data subject to PCI‑DSS, or any other data subject to heightened statutory or regulatory protection.

8. Confidential Information and Data Security.

“Confidential Information” means any non‑public information, in whatever form, disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”) that (i) is marked or identified as confidential, or (ii) a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. The Receiving Party shall (i) hold the Disclosing Party’s Confidential Information in strict confidence, (ii) use it solely to perform or receive Services under this Agreement, and (iii) disclose it only to Representatives who have a need to know and are bound by obligations no less stringent than those herein. If the Receiving Party is required by law or court order to disclose Confidential Information, it shall, to the extent legally permitted, give the Disclosing Party prompt written notice and reasonably cooperate (at the Disclosing Party’s expense) in seeking a protective order. The Company shall implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Client data against unauthorised access, loss, or alteration and shall impose on each VA contractual confidentiality obligations at least as protective as those set forth herein. Client’s exclusive remedy for any breach of confidentiality by a VA shall be against such VA and not against the Company, except to the extent the breach results from the Company’s gross negligence or wilful misconduct.

9. Intellectual Property.

Upon the Company’s receipt of full payment of the applicable Pack Fee, all right, title, and interest in the specific deliverables furnished to Client (“Work Product”) shall vest in Client. All tools, software, templates, data, methods, and know‑how developed or owned by the Company prior to—or independently of—the performance of Services (“Background IP”) remain the exclusive property of the Company. The Company grants Client a non‑exclusive, royalty‑free, perpetual licence to use Background IP solely as embedded in the Work Product for Client’s internal business purposes. Client hereby grants to the Company a worldwide, irrevocable, royalty‑free licence to use and exploit any suggestions or feedback Client voluntarily provides regarding the Services. To the extent permitted by law, each VA waives—and the Company shall procure such waiver of—any moral rights in the Work Product.

10. Warranties and Disclaimers.

The Company warrants that it will (i) perform Task Management in a commercially reasonable manner, and (ii) assign suitably skilled VAs to execute Client’s task requests. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.1, THE SERVICES ARE PROVIDED “AS IS,” AND THE COMPANY DISCLAIMS ALL WARRANTIES, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‑INFRINGEMENT, UNINTERRUPTED SERVICE, OR ERROR‑FREE RESULTS. Except for the limited Task Management described in Section 3.2(b), VAs remain independent contractors. The Company disclaims all liability for any act or omission of any VA.  Client’s sole and exclusive remedy for breach of the limited warranty in Section 10 shall be, at the Company’s election, (i) re‑performance of the affected hours by a replacement VA, or (ii) a credit of the hours consumed. The Company does not provide legal, tax, accounting, medical, or other professional advice and owes no fiduciary duty to Client.

11. Limitation of Liability.

Except for (i) Client’s indemnity obligations under Section 12, (ii) either Party’s wilful misconduct or fraud, or (iii) Client’s obligation to pay outstanding Fees, the Company’s total cumulative liability arising out of or related to this Agreement shall not exceed the Pack Fee actually paid by Client for the FlexiTask Pack to which the claim relates. In no event shall either Party be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, or business interruption, even if advised of the possibility of such damages. The limitations in this Section 11 apply to all causes of action, whether in contract, tort (including negligence), strict liability, or otherwise, and even if any limited remedy fails of its essential purpose.

12. Indemnification.

Client shall defend, indemnify, and hold harmless the Company, its Affiliates, directors, officers, employees, and VAs from and against any and all third‑party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) any act or omission of any VA, including any breach of confidentiality, data‑privacy obligation, or intellectual‑property right; (b) any data, content, or materials supplied by Client or Client’s instructions; or (c) Client’s breach of this Agreement or violation of applicable law. The Company shall (i) promptly notify Client of any claim under Section 12.1, (ii) permit Client to control the defence and settlement (provided any settlement releases the Company of all liability), and (iii) provide reasonable assistance at Client’s expense.

13. Force Majeure.

Neither Party shall be liable for delay or failure to perform caused by circumstances beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, labour disputes, internet or utility outages, or governmental action, provided the affected Party gives prompt notice and resumes performance as soon as practicable.

14. Dispute Resolution.

The Parties shall attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to this Agreement (“Dispute”) by negotiation between executives with authority to settle the Dispute. Either Party may initiate such negotiation by written notice, and the executives shall confer within five (5) Business Days and shall continue to confer as needed for a period of thirty (30) calendar days. If the Dispute is not resolved within the negotiation period, it shall be finally settled by confidential, binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (“Rules”). The seat (legal place) of arbitration shall be the State of Maryland, U.S.A., and the tribunal shall apply the substantive law of Maryland without regard to its conflict‑of‑laws principles. The arbitration shall be conducted by a single arbitrator agreed by the Parties; failing agreement, the arbitrator shall be appointed in accordance with the Rules. The tribunal shall manage the proceedings to secure a just, expeditious, and cost‑effective determination of the Dispute. Discovery shall be limited to documents reasonably necessary for the merits. Hearings may be conducted remotely at the tribunal’s discretion. The tribunal shall issue a reasoned written award, which shall be final and binding. Judgment upon the award may be entered in any court of competent jurisdiction. The existence of, and all submissions, orders, and awards made in, any arbitration shall be Confidential Information of both Parties, except to the extent disclosure is necessary to enforce an award or as required by law.

15. Miscellaneous.

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Maryland, U.S.A., without regard to its conflict‑of‑laws principles.

15.2 Assignment. Client may not assign, delegate, or otherwise transfer this Agreement, whether by operation of law or otherwise, without the Company’s prior written consent. The Company may assign this Agreement (i) to an Affiliate, or (ii) in connection with a merger, consolidation, or sale of all or substantially all of its assets.

15.3 Entire Agreement; Order of Precedence. This Agreement, together with Client’s Schedule A, constitutes the complete agreement between the Parties and supersedes all prior or contemporaneous understandings.

15.4 Amendments and Waivers. No amendment or waiver shall be effective unless in a writing signed by an authorised representative of each Party. A waiver on one occasion shall not constitute a waiver on any subsequent occasion.

15.5 Severability. If any provision herein is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

15.6 Survival. Articles 6, 8–14, and any other provision that by its nature should survive, shall survive termination or expiration of this Agreement.

15.7 Attorneys’ Fees. The prevailing Party in any arbitration or court proceeding arising out of or related to this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs.

15.8 Electronic Signature; Counterparts. Acceptance via click‑wrap constitutes a valid electronic signature. This Agreement may be executed in counterparts, each deemed an original, together constituting one instrument.

15.9 Notices. All notices required under this Agreement shall be in writing and deemed given (i) when delivered by hand against signed receipt, (ii) one (1) Business Day after being sent by recognised overnight courier with tracking, or (iii) when transmitted by email with confirmation of transmission, provided a hard‑copy notice is concurrently sent pursuant to clause (ii). Notices to the Company shall be sent to [email protected]. Notices to Client shall be sent to the email address provided in Schedule A.