VA+ Terms & Conditions and Service Agreement

VA+ Terms & Conditions and Service Agreement

Last Updated: April 7, 2026

PARTIES

This Terms & Conditions and Service Agreement ("Agreement") is entered into by and among:

(a) VA+ Franchise Systems LLC, MTM Accelerated Holdings LLC, and any of their affiliated entities, successors, or assigns, doing business as VA+, VA Plus, VA+ Virtual Staffing, VA+ Virtual Staffing, Marketing, and Business Solutions, and any other VA+-branded services (collectively, the "Franchisor");

(b) an independently owned and operated VA+ franchisee, organized as a separate legal limited liability company and authorized to operate under the VA+ brand (the "Franchisee"); and

(c) the undersigned client (the "Client").

The Franchisor and Franchisee may be referred to individually as a "Service Provider" and collectively as the "Service Providers."

DEFINITION OF VA+

For purposes of this Agreement, any reference to "VA+," "VA Plus," "Company," or "Provider" shall be deemed to include VA+ Franchise Systems LLC, MTM Accelerated Holdings LLC, their affiliates, successors, assigns, authorized franchisees, owners, officers, employees, contractors, agents, and all entities operating under the trade names VA+, VA Plus, VA+ Virtual Staffing, and VA+ Virtual Staffing, Marketing, and Business Solutions, whether existing now or in the future.

FRANCHISE RELATIONSHIP DISCLOSURE

Each VA+ franchise location is independently owned and operated by a separate legal entity. The relationship between VA+ Franchise Systems LLC and each Franchisee is solely that of franchisor and franchisee and is governed exclusively by a separate Franchise Disclosure Document (FDD) and Franchise Agreement.

Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, employment, or fiduciary relationship between the Franchisor and any Franchisee. No Franchisee has authority to bind the Franchisor, and the Franchisor does not control or direct the day-to-day service delivery, personnel decisions, hiring, supervision, compensation, or termination of any Franchisee’s personnel.

DESCRIPTION OF SERVICES

VA+ (including the Franchisor and authorized Franchisees, collectively the Service Providers) will provide the following services (collectively, the "Services"): marketing, leads, tools, virtual assistants, business services, websites, technology platforms, AI tools, lead lists, support, and other small business services requested by the Client.

INDEPENDENT CONTRACTOR RELATIONSHIP

All virtual assistants, support personnel, and other individuals or entities providing services through VA+ are independent contractors, and not employees, partners, agents, joint venturers, or fiduciaries of the Client.

Nothing in this Agreement shall be deemed or construed to create any employment relationship, joint employment relationship, partnership, agency, or fiduciary relationship between the Client and VA+, the Franchisor, any Franchisee, or any of their respective personnel.

The Client shall not exercise control over the manner or means by which Services are performed beyond task-level instructions reasonably necessary to achieve desired results. The Client shall not provide or attempt to provide employment-related direction, supervision, discipline, compensation, benefits, tax reporting, insurance, or workplace policies to any VA+ personnel.

Each Service Provider is solely responsible for compensation, payroll obligations, taxes, insurance, benefits, and compliance with applicable labor and employment laws with respect to its independent contractors.

PAYMENT

Payment shall be made in the total amount selected by the Client at the time of registration to the applicable Service Provider, whether directly or through VA+ Franchise Systems LLC or MTM Accelerated Holdings LLC acting on behalf of the applicable Service Provider.

Allocation of payments between entities or franchisees is an internal matter and does not affect the Client’s obligations under this Agreement.

Failure to make timely payment constitutes a material breach and may result in suspension or termination of Services and pursuit of legal remedies.

Unless otherwise expressly stated in a signed writing or required by applicable law, once payment is received, no refunds will be issued.

NO CASH REFUNDS; NON-CASH REMEDIES ONLY

Under no circumstances shall VA+ be obligated to provide any cash refund, reimbursement, return of funds, or reversal of charges for Services, including but not limited to claims of dissatisfaction, perceived poor performance, unmet expectations, insufficient results, underutilization, misalignment of scope, inadequate onboarding, inadequate training, inadequate communication, inadequate Client oversight, lack of Client participation, or any other complaint relating to the quality, suitability, or outcome of Services, except to the extent a cash refund is expressly required by applicable law.

Any accommodation, adjustment, or resolution approved by VA+ shall be in VA+’s sole discretion and shall be limited to non-cash remedies, if any, such as replacement personnel, service credits, comped time, reassignment, additional review, or other service adjustments determined by VA+.

The existence of any performance concern, service complaint, or dispute regarding expectations shall not create any entitlement to a cash refund.

TERM

This Agreement shall continue for the term selected by the Client and shall automatically terminate upon completion of the Services for such term unless earlier terminated in accordance with this Agreement.

TERMINATION

This Agreement shall continue for the term selected by the Client unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement earlier by written notice, subject to any applicable subscription renewal and advance notice requirements. For subscription-based services, the Client must provide thirty (30) days’ advance notice prior to the monthly renewal date to terminate services.

If a party materially breaches this Agreement, the non-breaching party may provide written notice describing the breach in reasonable detail. The breaching party shall have thirty (30) days from the effective date of such notice to cure the breach, unless waived in writing by the non-breaching party.

Notwithstanding the foregoing, VA+ may suspend services immediately, and may terminate this Agreement without refund where permitted elsewhere in this Agreement, for nonpayment, verbal abuse, harassment, inappropriate or personal comments, humiliation, solicitation of personnel, reputational harm, unauthorized scope misuse, or other high-risk breaches identified in this Agreement.

The Agreement shall automatically terminate upon completion of the Services for the selected term if not renewed or earlier terminated under this section.

In the event of Provider insolvency or similar inability to continue services, VA+ may, but is not required to, offer transition assistance or at-cost arrangements for unrendered VA services. No monetary compensation shall be required unless otherwise mandated by applicable law.

WORK PRODUCT OWNERSHIP

Any copyrightable works, ideas, discoveries, inventions, patents, products, documents, data, or other information (collectively, the "Work Product") developed in whole or in part by a Service Provider in connection with the Services shall be the exclusive property of the Client for so long as such Work Product remains hosted via a Service Provider subscription.

Upon termination of the Client’s subscription, Work Product may be transferred upon request for a fee to be negotiated based on complexity.

Notwithstanding the foregoing, VA+ retains all right, title, and interest in and to its pre-existing and independently developed templates, processes, procedures, products, plans, internal communications, marketing strategies, websites, platforms, systems, methods, training materials, know-how, and other proprietary or reusable materials, even if used, referenced, or incorporated in the course of providing Services.

Except as expressly provided in this Agreement, the Client shall not copy, disclose, distribute, or use VA+ proprietary materials outside the scope of the Services without prior written consent from VA+.

Work Product may be created, managed, or hosted by either the Franchisor or a Franchisee, and the Client’s rights are governed solely by this Agreement regardless of which Service Provider delivers the Services.

CONFIDENTIALITY

The Franchisor, Franchisee, VA+ Franchise Systems LLC, MTM Accelerated Holdings LLC, and each of their respective employees, agents, contractors, representatives, and affiliates shall protect Client confidential information and shall not disclose or misuse such information. This obligation survives termination of this Agreement.

Any oral or written waiver by the Client of these confidentiality obligations allowing disclosure of specific confidential information to a specific third party shall be limited solely to that disclosure and shall not otherwise waive this section.

VA+ may disclose confidential information as reasonably necessary to fulfill the scope of work or as required by law, provided such disclosure is limited to what is reasonably necessary for those purposes.

CLIENT OBLIGATIONS

Clients are responsible for providing accurate and complete information regarding their needs and shall notify VA+ management if documented requirements are not being met.

Clients must promptly provide all materials, credentials, access, instructions, approvals, and feedback necessary to complete Services.

Clients must provide thirty (30) days’ advance notice prior to the monthly renewal date to terminate services. Failure to do so may result in renewal charges. No refunds will be issued for missed cancellation windows.

Clients must immediately notify VA+ if a virtual assistant solicits additional compensation, bonuses, personal information, additional hours, or work outside of VA+.

Clients must adhere to the original scope of work requested at the start of their contract and may not materially modify that scope without approval from VA+ management. Scope changes requiring higher-level expertise or advanced VA skills may result in repricing, reassignment, service-tier upgrades, or additional fees.

CLIENT SYSTEM ACCESS AND SECURITY RESPONSIBILITY

The Client acknowledges and agrees that it is solely responsible for controlling, granting, limiting, monitoring, and revoking access by any virtual assistant to the Client’s software, systems, platforms, tools, email accounts, CRM systems, financial accounts, passwords, login credentials, data, and other business resources.

VA+ does not control, manage, or audit Client-granted access and shall not be responsible for any loss, misuse, disclosure, breach, damage, or unauthorized activity resulting from the Client’s failure to appropriately restrict, revoke, or manage such access, whether during or after the virtual assistant’s engagement.

The Client is solely responsible for disabling or revoking access immediately upon termination, reassignment, or completion of Services. This obligation survives termination of this Agreement.

DEFAULT

The following constitute material defaults under this Agreement:

(a) failure to make required payments when due; (b) insolvency or bankruptcy of any party; (c) seizure, levy, general assignment for the benefit of creditors, or similar creditor action affecting any party’s property; (d) failure to substantially perform Services in the time or manner agreed; (e) usage of virtual assistants by the Client outside of the initially agreed-upon scope of work; and (f) any other material breach of this Agreement.

A default by the Client as to one Service Provider shall be deemed a default as to all Service Providers.

VA+ reserves the right, upon such default, to suspend Services, reassign the virtual assistant, require an upgrade to the appropriate service tier, assess additional fees, or terminate this Agreement without refund.

REMEDIES

In addition to any and all other rights or remedies available at law or in equity, if a party defaults by failing to substantially perform any provision, term, or condition of this Agreement, the non-defaulting party may provide written notice describing the default in reasonable detail.

Except where this Agreement expressly permits immediate suspension or termination, the defaulting party shall have thirty (30) days from the effective date of such notice to cure the default. Unless waived in writing by the non-defaulting party, failure to cure within that period may result in suspension, termination, and pursuit of any other available remedies.

ATTORNEYS’ FEES AND COLLECTION COSTS

If the Client fails to pay amounts due under this Agreement and VA+ undertakes collection or enforcement efforts, the Client shall pay VA+ its reasonable out-of-pocket collection costs, court costs, and reasonable attorneys’ fees and expenses incurred in enforcing payment obligations.

In any formal dispute arising out of or relating to this Agreement other than routine collection of unpaid amounts, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and court costs, including on appeal, to the extent awarded by the applicable tribunal.

CHARGEBACKS, PAYMENT DISPUTES, AND REVERSALS

If the Client initiates, authorizes, or assists in any chargeback, payment dispute, cardholder dispute, ACH reversal, bank reversal, retrieval request, or similar reversal or attempted reversal of any payment made under this Agreement, the Client shall remain liable for all amounts due under this Agreement unless the disputed charge was unauthorized under applicable law or VA+ expressly agrees in writing that the charge was improper.

The Client agrees to contact VA+ first and provide a reasonable opportunity to address any billing or service concern before initiating any payment dispute or reversal request.

VA+ may submit to the applicable payment processor, acquiring bank, issuing bank, card network, or dispute administrator any information or documentation that VA+ reasonably deems relevant to contest or respond to the dispute, including this Agreement, accepted terms, invoices, billing records, cancellation records, communications with the Client, proof of Services rendered, service logs, usage records, onboarding records, training records, support records, and records showing the Client’s access to or benefit from the Services.

If VA+ prevails in a dispute or if a reversed payment is later reinstated, the Client shall remain responsible for the disputed amount and any associated chargeback fees, dispute fees, bank fees, collection costs, attorneys’ fees, and related expenses to the extent permitted by applicable law.

Nothing in this section shall limit any non-waivable rights the Client may have under applicable law.

90-DAY LIMITED VIRTUAL ASSISTANT REPLACEMENT ASSURANCE

VA+ offers a limited ninety (90) day replacement assurance for newly assigned virtual assistants. If, within ninety (90) days of the virtual assistant’s initial start date, the virtual assistant is determined by VA+ to be materially unable to perform the agreed-upon scope of work, VA+ may provide a one-time replacement at no additional placement fee.

This replacement assurance is limited solely to reassignment of personnel and does not constitute a guarantee of performance, productivity, results, revenue generation, lead quality, profitability, or business success.

Eligibility for a no-fee replacement is conditioned upon the Client:

(a) remaining current on all payments; (b) providing reasonable onboarding, training, documentation, and communication; (c) using the virtual assistant within the agreed scope of work and service tier; (d) not materially altering job duties without written approval; (e) participating in performance review or remediation processes requested by VA+; and (f) not violating any term of this Agreement.

Replacement requests based solely on business performance metrics, sales outcomes, revenue generation, lead quality, profitability, or changes in Client strategy do not qualify for no-fee replacement.

This assurance applies only once per initial placement and does not reset upon replacement.

No refunds, credits, or fee reductions shall be issued under this section.

After the ninety (90) day period, replacement requests may be accommodated subject to availability and payment of a replacement processing fee as determined by VA+ and subject to change.

SERVICE PLANS, PRICING, SCHEDULING & OVERAGE POLICY

1. Subscription Structure & Plan Selection

VA+ Virtual Staffing provides services under a recurring monthly subscription model. Clients must select one of the available monthly service tiers.

Current monthly service plans are subject to adjustment based on VA seniority, specialization, or scope of work.

In addition to the selected monthly plan, all Clients are required to maintain the following mandatory subscription:

Platform & Support Subscription — as determined by VA+ and subject to change.

The Platform & Support Subscription is mandatory for all Clients and cannot be removed while services are active.

All subscriptions are billed monthly in advance.

2. Weekly Scheduling & Monthly Hour Cap

Each plan reserves dedicated weekly capacity on the assigned Virtual Assistant’s schedule, subject to a strict monthly maximum hour allocation.

Reserved weekly capacity does not increase the Client’s total monthly hour entitlement.

The Platform & Support Subscription includes up to eight (8) additional hours per month.

Total available hours per month equal the selected Flex monthly plan plus the mandatory 8-hour subscription allocation.

Examples:

Flex 40M + Platform & Support Subscription = up to 48 total hours per month

Flex 80M + Platform & Support Subscription = up to 88 total hours per month

Flex 160M + Platform & Support Subscription = up to 168 total hours per month

In calendar months containing five (5) weeks, the monthly cap does not increase.

Services will pause upon reaching the applicable monthly maximum unless additional hours are purchased.

VAs will be paid for and may utilize up to the amount of hours allocated per month regardless of the amount of hours actually worked. Clients are responsible for ensuring their VA’s time and tasks are managed appropriately to consume all hours allocated for that month.

Unused hours will not roll over to the next month except in special circumstances, including VA sick time, vacation, or other non-client-initiated time off.

Once a purchase is made, there are no refunds available. Service disruptions or quality issues may be addressed by comped time at the provider’s discretion.

3. Mandatory Platform & Support Subscription

The Platform & Support Subscription is required for all Clients and includes:

time tracking and reporting tools;

administrative oversight;

platform support; and

up to eight (8) hours per month of additional service time.

4. Flex Additional Hour Packages

Flex package pricing is as determined by VA+ and subject to change.

RECRUITING & CANDIDATE SELECTION POLICY

If the Client declines all presented candidates and requests additional recruiting beyond the initial cycle, a re-recruiting fee as determined by VA+ and subject to change shall apply prior to commencement of additional candidate sourcing.

SCOPE OF WORK & SPECIALIZED SERVICES

Tasks requiring higher-level expertise may be billed at rates as determined by VA+ and subject to change.

MEMBERSHIP PLAN TERMINATION / ACCOUNT RESTART

Clients who wish to restart services after cancellation will be required to pay an account restart fee as determined by VA+ and subject to change.

Unused hours remain subject to the no-rollover and forfeiture provisions of this Agreement, except where this Agreement expressly provides otherwise.

VA+ memberships cannot be placed on hold unless otherwise approved in writing by VA+.

USAGE BILLING RATES FOR TECHNOLOGY PLATFORM

For clients that have purchased a plan that supplies the VA+ Technology Platform in any form, usage fees shall apply as outlined below, or as indicated in custom pricing plans provided to the Client:

SMS text messages: $0.0095 per segment

Outbound calls: $0.016 per minute

Inbound calls: $0.01 per minute

Emails: $0.00085 per email

AI conversations: $0.03 per message

Local numbers: approximately $2.00 per month

Toll-free numbers: approximately $4.00 per month

VA+ reserves the right to modify these usage rates at any time.

CLIENT CONDUCT

VA+ may immediately terminate services, without refund, for verbal abuse, harassment, inappropriate or personal comments, humiliation, solicitation of personnel, or conduct causing reputational harm.

The Client shall not directly manage, discipline, schedule, compensate, or alter the working conditions of any VA+ independent contractor.

NON-SOLICITATION OF PERSONNEL

The Client shall not directly or indirectly solicit, hire, or attempt to solicit or hire Company personnel during the term of this Agreement or for three (3) years thereafter without prior written consent.

For purposes of this section, "personnel" includes employees, contractors, and associates of VA+.

Breach of this section requires payment equal to one (1) year of full-time virtual assistant services at current Company retail rates and entitles the Company to seek injunctive relief.

All personnel are independent contractors for purposes of this clause where applicable.

This section survives termination or expiration of this Agreement.

LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, VA+ shall not be liable for any damages, including but not limited to direct, indirect, incidental, consequential, or punitive damages, arising out of or relating to the use of its services.

This limitation of liability applies in addition to, and not in lieu of, the more specific disclaimers, exclusions, and risk allocations set forth elsewhere in this Agreement, including those relating to force majeure, data protection, compliance, lead generation, and service performance.

DATA PROTECTION, COMPLIANCE, AND INDEMNIFICATION

VA+ shall take reasonable measures to safeguard Client data, including implementing commercially reasonable security practices. However, the Client acknowledges and agrees that no method of transmission or storage is completely secure and that, to the fullest extent permitted by applicable law, VA+ shall not be liable for losses, damages, or unauthorized access to data except to the extent such liability cannot be disclaimed under applicable law.

The Client agrees to indemnify, defend, and hold VA+ harmless from claims, damages, losses, liabilities, costs, and expenses arising out of or related to:

(a) data losses or data breaches arising from Client-controlled systems, access settings, or credentials; (b) the Client’s use of VA+ services or products in violation of applicable law; (c) regulatory or legal claims arising from the Client’s marketing, outreach, communications, or business operations; and (d) the activities of virtual assistants performed on behalf of the Client within Client-directed systems or workflows.

The Client acknowledges that VA+ is not liable for legal, regulatory, or other adverse consequences arising from the Client’s use of VA+ services or products, including claims related to the Do Not Call (DNC) Registry, CAN-SPAM, TCPA, or other applicable laws or regulations.

DISCLAIMER OF WARRANTIES AND NO GUARANTEES

VA+ disclaims all warranties, express or implied, concerning the quantity, frequency, or quality of leads generated through its marketing campaigns.

VA+ makes no representations or guarantees regarding:

a minimum threshold of leads;

the consistent quality of leads;

the accuracy or reliability of contact information, including email addresses and phone numbers;

the performance or quality of virtual assistants or other personnel;

productivity, results, revenue generation, profitability, or business success.

No refunds or credits will be issued for claims related to service quality or performance deficiencies unless expressly approved by VA+ leadership in its discretion.

USAGE RESTRICTIONS ON LEAD LISTS

VA+ Lead Lists are exclusively for the use of VA+ clients and may not be shared except with immediate family members directly assisting in the Client’s business operations or with direct business partners within the Client’s LLC or other legal business entity.

VA+ makes no representations or warranties regarding the minimum quantity or quality of lead lists, skip tracing, or DNC scrubbing services provided.

FORCE MAJEURE

VA+ shall not be liable for failures or delays caused by events beyond reasonable control, including natural disasters, fire, explosion, pandemics, outbreaks of infectious disease, quarantine restrictions, power outages, network disruptions, weather events, supplier failures, labor disputes, military or civil authority actions, national emergencies, insurrections, riots, wars, or government actions.

If performance is prevented, restricted, or interfered with by Force Majeure, the affected party’s obligations shall be suspended to the extent reasonably necessary, provided prompt notice is given where reasonably practicable. The affected party shall use reasonable efforts under the circumstances to avoid or remove the cause of non-performance and shall resume performance with reasonable dispatch when feasible.

Service interruptions caused by Force Majeure may, at VA+’s discretion, be addressed by service credits or adjustments, which shall be the Client’s exclusive remedy unless otherwise required by law.

DISPUTE RESOLUTION

The parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through good-faith negotiations.

If the matter is not resolved by negotiation within thirty (30) days after written notice of the dispute, any controversy or dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered under the then-current rules of the American Arbitration Association. The arbitrator’s award shall be final and binding, and judgment on the award may be entered in any court having proper jurisdiction.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-law principles.

THIRD-PARTY BENEFICIARIES

VA+ Franchise Systems LLC, MTM Accelerated Holdings LLC, and all VA+ Franchisees are intended third-party beneficiaries of this Agreement.

ENTIRE AGREEMENT

This Agreement contains the entire agreement of the parties and supersedes all prior written or oral agreements concerning its subject matter.

SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. If a court determines that a provision would be valid and enforceable if limited, that provision shall be deemed modified to the minimum extent necessary to make it enforceable.

AMENDMENT

VA+ reserves the right to modify these terms and conditions at any time. Clients will be notified of any material changes by posting updated terms, by email, or by another reasonable form of notice. Continued use of VA+ services after the effective date of the modified terms constitutes acceptance of the modified terms.

NOTICE

Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered personally, sent by certified mail return receipt requested, sent by email, or sent by another written method customarily used by the parties, to the address or contact information provided by the receiving party.

WAIVER

The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of that party’s right to subsequently enforce and compel strict compliance with that provision or any other provision of this Agreement.

CONSTRUCTION AND INTERPRETATION

The rule requiring construction or interpretation against the drafter is waived. This Agreement shall be deemed to have been drafted by all parties in a mutual effort.

ASSIGNMENT

The Client may not assign or transfer this Agreement, in whole or in part, without the prior written consent of VA+, which may be withheld in VA+’s discretion. Any attempted assignment in violation of this section shall be void.

VA+ may assign or transfer this Agreement, in whole or in part, without the Client’s consent to any affiliate, successor, purchaser, franchisee, or related entity.

FINAL ACKNOWLEDGMENT

By using VA+ services, the Client acknowledges and agrees to all limitations, responsibilities, and risk allocations contained herein.

IN WITNESS WHEREOF, the parties agree to be bound as of the date of acceptance.