Terms and Conditions for Services
1. Applicability
These terms and conditions for services (these “Terms”) are the only terms that govern the provision of services by Jewish Outreach Works dba Chabad Concierge (“Chabad Concierge”) to you (“Customer”). The accompanying order confirmation (the “Order Confirmation”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Order Confirmation, these Terms shall govern, unless the Order Confirmation expressly states that the terms and conditions of the Order Confirmation shall control. These Terms prevail over any of Customer’s general terms and conditions regardless of whether or when Customer has submitted its request for proposal, order, or such terms. Provision of services to Customer does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms.
2. Services
Chabad Concierge shall provide the services to Customer as described below (the “Services”) in accordance with these Terms.
Virtual Assistant (VA) Services: Chabad Concierge shall perform such particular services as described upon discussion as Customer may require. For this purpose, Chabad Concierge shall assign its qualified personnel (the “Virtual Assistants”). Virtual Assistants assigned by Chabad Concierge to Customer shall perform their designated duties on any business day, specifically Monday through Friday.
Flex Project VA Services: In addition to the regular VA Services, Chabad Concierge offers project-specific services (“Flex Project VA Services”) provided by seasoned Virtual Assistants. These services include, but are not limited to, website updates, CRM updates, data input, data cleanup, donation receipt processing, QuickBooks cleanup, and creation of Canva graphics templates. This service is project-based, meaning it is intended for specific tasks rather than ongoing personal assistance.
Customer agrees not to contact Virtual Assistants except for the purpose of performing work on behalf of the organization he or she represents or for personal tasks. Virtual Assistants may only serve Customers affiliated with the same organization and shall not be engaged for tasks related to different organizations.
3. Performance Dates
Chabad Concierge shall use reasonable efforts to meet any performance dates specified in the Statement of Work, and any such dates shall be estimates only.
Virtual Assistant (VA) Services: Chabad Concierge’s Virtual Assistants may request up to 15 days of leave per year. Prior to taking days off, the Virtual Assistant must obtain permission from the client. At Customer’s option, the Virtual Assistant will coordinate with Customer and management to prepare a backup Virtual Assistant to take over Customer’s usual tasks to minimize the impact on Services received. Alternatively, Customer may notify Chabad Concierge that they do not want to work with a backup Virtual Assistant, and the Customer will not be billed for the Virtual Assistant’s absence. In the event that the Virtual Assistant does not report to work without prior notice, and no backup Virtual Assistant was assigned to take over for those days, Customer may notify Chabad Concierge so that Customer is not billed for the Virtual Assistant’s absence. Additionally, hours missed due to planned or unplanned leaves will not be added to a Virtual Assistant's work hours upon return, unless mutually agreed upon between the Virtual Assistant and the client. Any agreements regarding makeup hours shall be communicated and documented accordingly.
Flex Project VA Services: Flex Project services will reasonably commence within 24-48 hours of receiving clear instructions via WhatsApp. Any hours purchased under the Flex Project VA Services will expire after one year from the date of purchase.
4. Customer’s Obligations
Customer shall cooperate with Chabad Concierge in all matters relating to the Services and provide necessary access to Customer’s systems for the purposes of performing the Services. Additionally, for Flex Project VA Services Customers must provide clear and detailed instructions to the VAs for the tasks requested under Flex Project VA Services via WhatsApp.
5. Customer’s Acts or Omissions
If Chabad Concierge’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, Chabad Concierge shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
6. Change Orders
Virtual Assistant (VA) Services: If either party wishes to change the scope or performance of the Services, it shall submit details of the requested change to the other party in writing. Customer shall provide 2 weeks advance written notice if they wish to downgrade or suspend Services. Any upgrade to the Services does not require written notice and can be put in effect immediately.
Flex Project VA Services: Flex Project hours are purchased as needed, with a minimum purchase of 10 hours. These hours are non-refundable and expire one year after purchase. No changes or refunds will be made for purchased hours. Any changes to the scope of Flex Project VA Services can be implemented immediately without formal notice by communicating so via the provided whatsapp number.
7. Fees and Expenses; Payment Terms
In consideration of the provision of the Services by Chabad Concierge and the rights granted to Customer under this Agreement, Customer shall pay the fees as set forth in Customer’s chosen Services plan.
VA Services: Customer agrees that Chabad Concierge may bill Customer for the hours of Service to be used each week, as determined by the Customer’s chosen Services plan, but in any case, no less than ten (10) hours per week, at a rate of $9.80 per hour. Chabad Concierge may offer alternative packages or rates to clients on a case-by-case basis, subject to mutual agreement between the parties.
Customer shall provide a credit card to be kept on file, and fees will be charged biweekly (every two weeks) to Customer’s credit card. Customer shall make all payments hereunder in US dollars. In the event payments are not collectable by Chabad Concierge after becoming due, Chabad Concierge may suspend performance for all Services until payment has been made in full.
Flex Project VA Services: Flex Project VA Services are billed at $25 per hour, with a minimum package of 10 hours ($250). Customers who purchase a package of 20 hours will receive an additional 2 hours at no extra cost.
Virtual Assistants shall keep a timesheet of hours to be used as a reference when billing the Customer. Should there be any issue regarding such timesheets, Customer will notify Chabad Concierge.
8. Taxes
Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder.
9. Intellectual Property
All intellectual property rights, including copyrights, patents, patent disclosures and inventions, trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are prepared by or on behalf of Chabad Concierge in the course of performing the Services, including any items identified as such in the Statement of Work (collectively, the “Deliverables”) shall be owned by Customer. Chabad Concierge shall retain all Intellectual Property Rights in pre-existing Chabad Concierge materials and any materials created internally for its own use.
10. Confidential Information
All non-public, confidential, or proprietary information of Chabad Concierge, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information”), disclosed by Chabad Concierge to Customer, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Customer without the prior written consent of Chabad Concierge. Confidential Information does not include information that is (i) in the public domain; (ii) known to Customer at the time of disclosure; or (iii) rightfully obtained by Customer on a non-confidential basis from a third party. Customer agrees to use the Confidential Information only to make use of the Services and Deliverables. Chabad Concierge shall be entitled to injunctive relief for any violation of this Section.
11. Representation and Warranty
Chabad Concierge represents and warrants to Customer that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement. Chabad Concierge shall not be liable for a breach of the warranty set forth in Section 11(a) unless Customer gives written notice of the non-conforming Services, reasonably described, to Chabad Concierge within fourteen (14) days of the time when Customer discovers or ought to have discovered that the Services were non-conforming. Subject to Section 11(b), Chabad Concierge shall, in its sole discretion, either:
Arrange for re-performance of such Services; or
Credit or refund the price of such Services at the pro rata contract rate.
THE REMEDIES SET FORTH IN SECTION 11(c) SHALL BE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND CHABAD CONCIERGE’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 11(a).
12. Disclaimer of Warranties
EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 11(a) ABOVE, CHABAD CONCIERGE MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
13. Limitation of Liability
IN NO EVENT SHALL CHABAD CONCIERGE BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT CHABAD CONCIERGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL CHABAD CONCIERGE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNTS PAID TO CHABAD CONCIERGE PURSUANT TO THIS AGREEMENT IN THE ONE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
14. Termination
In addition to any remedies that may be provided under this Agreement, Chabad Concierge may terminate this Agreement with immediate effect upon written notice to Customer, if Customer becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. Chabad Concierge or Customer may terminate this Agreement for any reason whatsoever, upon fourteen (14) days written notice to the other party.
15. Waiver
No waiver by Chabad Concierge of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Chabad Concierge. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
16. Force Majeure
No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Customer to make payments to Chabad Concierge hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemic, pandemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; and (f) national or regional emergency; and (g) strikes, labor stoppages or slowdowns or other industrial disturbances. The Impacted Party shall give notice within 14 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 14 consecutive days following written notice given by it under this Section 16, either party may thereafter terminate this Agreement upon 14 days’ written notice.
17. Assignment
Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Chabad Concierge. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.
18. Relationship of the Parties
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. It is understood and agreed that the Virtual Assistants assigned by Chabad Concierge to work with Customer under this Agreement are Virtual Assistants of Chabad Concierge and are NOT employees of Customer. Thus, Customer shall NOT be liable for the payment of wages and benefits of such Virtual Assistants. Customer agrees not to contact Virtual Assistants, except through Chabad Concierge. Customer agrees not to use Virtual Assistants to hire overseas workers or to compete in any way with Chabad Concierge.
19. Governing Law
All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California.
20. Submission to Jurisdiction
Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of California in each case located in the City of Los Angeles and County of Los Angeles, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
21. Notices
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in the Order Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), email, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
22. Severability
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
23. Survival
Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidentiality, Governing Law, Submission to Jurisdiction, and Survival.
24. Amendment and Modification
This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.