Service Agreement

updated: 01/10/2025 10:30 AM US PST

Introduction

Compete Enterprise Group, Inc. DBA Help Flow (Help Flow) provides Customer Service and Virtual Assistant Services to businesses (Services). In consideration of Help Flow providing Services to you, you agree to be bound by the following Terms of Service (Terms of Service).

Authorization

The client is engaging Compete Enterprise Group DBA Help Flow, a California S-Corporation, to provide Virtual Assistant services.

Services

Below is a summary of Services and responsibilities of Provider and Client: 

  1. The Provider will provide human Virtual Assistant(s)  (referred to as a “Assistant(s)”) to the Client along with access to AI tools to support Client’s collaboration with Assistant and the Assistant’s work with the Client. These AI tools may include but are not limited to “Interviewer” functionality to simplify and streamline how Client provides information to Provider, “Copilot”functionality to guide Provider as it relates to Client business, and more.These tools are provided as part of the Services, and at discretion of Provider to deliver the Services.
  2. The number of Assistants, Assistant type / skillset, and pricing are noted in the “Fees…” section and have been set based on Client-provided information. Changes to the number of Assistants may be required to fulfill Client expectations of workload once services have begun, which can be addressed by either Client or Provider as needed.
  3. The work of the Assistant will be assigned by Client through Provider’s system, either through “AI Interviewer” software, audio / text / video messages in Slack, or via online meeting (to be documented by Assistant in system after).
  4. Although the Provider will monitor and support Assistant in their duties while also working with Client to improve Services, Client is responsible for task management of Assistant (i.e. task details, prioritization, feedback, etc.). Provider support is provided at the discretion of Provider at no additional cost to Client and may include personnel for Account Management, Training to fulfill Provider’s obligations under this Agreement, and more.
  5. Provider is responsible for creation of knowledge base and configuration of Copilot that will guide Assistant work. However, Client will assist Provider by sharing information requested for this knowledge base through Client AI Interviewer conversations and additional requests from Provider.
  6. Client will ensure availability of a Client point of contact to be responsible for all communications between Provider and Client for the term of Agreement, including (a) full Assistant shift availability for the first 10 days (b) daily < 15 minute meetings M-F, as needed, for the first 30 days of the contract (c) weekly < 30 minute meetings M-F, as needed, for the term of Agreement.
  7. Provider and Assistant(s) will work within Client’s technical systems and with Client’s resources. Client is fully responsible for costs, management, risks, and all other aspects of these systems and resources.
  8. Provider will provide reporting to Client on volume, quality, and efficiency related metrics of Services. These will be discussed during onboarding and provided at the discretion of Provider.
  9. Any change request from Client regarding staffing, scheduling, or scope expansion of work not reasonably included in Assistant Type(s) selected shall be made with at least 10 days notice and directed at the Account Manager (not the Assistant). Provider shall review and approve the change request. This may result in changes to the agreement, which will need to be mutually agreed to by both Client and Provider.

Fees and Payment Terms‍

Client agrees to budget, payment schedule, and cancellation policy below:

  1. Assistant(s) will be selected based on a particular area of competency requested by Client at signup (i.e.“Assistant Type”):
    1. Marketing Assistant - For tasks such as or similar to marketing campaign coordination, content creation, reporting, etc.
    2. Sales Assistant - For tasks such as or similar to pipeline coordination, prospect research, followups, etc. “Closing” is not typically included.
    3. Customer Service Assistant -For tasks such as or similar to CS across all channels, ticket / team coordination, system improvements, etc.
    4. General Business Assistant - For tasks such as or similar to misc tasks across departments (entry to moderate level complexity), project or team management support, data analysis / reporting support, etc.
    5. Executive Assistant - For tasks such as or similar to email /calendar management, travel planning / coordination, personal tasks, etc.
  2. Client requests the following number of Full Time Equivalents (FTEs) per Assistant Type (increments of 0.5FTE for part time):
    1. ___ Marketing Assistant(s)
    2. ___ Sales Assistant(s)
    3. ___ Customer ServiceAssistant(s)
    4. ___ General Business Assistant(s)
    5. ___ Executive Assistant(s)
    6. TOTAL ASSISTANT(S) = ___
  3. The fee for the service is$2,000 per month per 1 FTE, and $1,250 per increment of 0.5 FTE. 1 FTE is available for the equivalent of 40h per work work, with a schedule to be determined at onboarding with Client. Client may approve additional hours for a specific amount of time or as a permanent change to the Agreement, which must be documented as an addendum signed by Client and Provider.
  4. The duration of this agreement is 90 days (i.e. “first billing period”), and then auto renews on a monthly basis thereafter.
  5. The fee is paid according to the following schedule:
    1. 1st month at signing with service month to begin on day 1 training.
    2. Thereafter, the fee is prepaid monthly at the start of the service month (i.e. starting at the start of month 2).
  6. Changes in FTE count require a separate agreement and will be documented via an addendum to this agreement according to the below. Note that changes in FTE headcount are managed separately from any cancellation requirements covered elsewhere in this agreement.
    1. Reductions in FTE require 45-days notice prior to service month affected to allow for stability of workforce which impacts quality of service.Reduction amounts over time are limited according to FTE headcount, as follows:  If < 6 FTE, max reduction is1 FTE per service month. If 7-10 FTE, max reduction is 2 FTE per service month.If 10-20 FTE, max reduction is 3 FTE per service month. If 20+ FTE, max reduction is 15% (rounded down to FTE)
    2. Note that FTE defined in Agreement / Addendum(s) as “Seasonal” are not considered “FTE” in reduction terms.
  7. Client and Provider agree to cancellation requirements below:
    1. Due to the nature of the service requiring setup and forecasting / staffing of labor to fulfillProvider’s obligations, services cannot be canceled / refunded for any reason during the “first billing period”.
    2. Client is responsible for the above fee and cannot be changed downward during the “first billing period” of this agreement, regardless of ifClient utilizes the Services considering that Provider is staffing for Client commitment.
    3. If Client does not wish to continue after the first billing period, Client agrees to provide 30 days notice prior to the end of the first billing period. In subsequent billing periods, Client and Provider agree to provide 30 day notice to cancel services.Client approves Provider to charge remaining balance of service to credit card once cancellation notice has been provided.

Client authorizes automatic payments via credit card per the above.

‍Confidentiality‍

Confidential information may be provided from Client to Provider, including but not limited to customer / employee information and business financial information.

Provider will take all reasonable steps to secure and keep secure all Confidential Information and use the Confidential Information for the purposes of performing Services for Client. Provider will not disclose Confidential Information for any purpose outside of the scope of this Agreement, unless required by law.

These restrictions do not apply to the extent that the Confidential Information:

  1. Is or becomes generally known to the public without breach of this Agreement
  2. Was known to Provider prior to its disclosure by Client
  3. If Client identifying information removed prior to any publication or mention by Provider of Confidential Information. For example, if Client shares average order value for their business of $87 and Provider increases this to $129, Provider can disclose this change to any third-party by removing all Client-identifying information. Client-identifying information is defined as Client name, website address, company-identifying product information (such as product names, etc.), or any other information that could be reasonably used by a third-party to identify the Client.

Provider uses call recordings of meetings to aid in note taking and collaboration internally with team members. Client approves Provider use of recordings in meetings, while Provider confirms these recordings are bound by the terms of this Confidentiality agreement.

Provider uses AI technology to conduct analysis of non financial Client data (ie knowledge base information etc.) that is part of providing the Services. Client approves this use of Client data, while Provider acknowledges that this data is bound by the terms of this Confidentiality agreement.

Provider Ownership Rights to Project Materials‍

Client is purchasing only Services from Provider.

Any technology, processes, strategies,  or other tangible or digital assets created by Provider outside of Client’s systems and software before, during, or after Services are rendered and used by Provider to render Services are owned by Provider.

This does not include intellectual property that was owned by Client prior to the start of the project, including Trademarks, Patents, etc.

Knowledgebase material compiled by Client in collaboration with Provider to provide Services can be used by Client during and after services are provided, subject to Client being in good financial standing with the terms of this agreement (including after cancellation). Note that data or technology configurations of Provider that are not accessible to Client are not included in this definition (i.e. AI models / training).

Client Cannot Hire Agent(s) Directly / Liquidated Damages

Client agrees to not circumvent Provider and hire Assistant(s) for any reason, whether initiated by Provider or initiated by Assistant(s). For the purpose of this agreement, “Assistant(s)” mean any Assistant or Provider team member that Provider brought into contact with Client during the term of this agreement that Client did not have documented communication with prior to the term of this Agreement.

Client understands a significant investment has been made by Provider to recruit, hire, train, and manage Assistant(s) and team members and violating this agreement would cause Provider to incur substantial economic damages and losses of types and in amounts which are impossible to compute and ascertain with certainty as a basis for recovery by the Provider of actual damages. Client agrees that liquidated damages represent a fair, reasonable and appropriate estimate thereof. Accordingly, in lieu of actual damages for hiring Assistant(s)or team members directly, Client agrees that liquidated damages may be assessed and recovered by Provider without Provider being required to present any evidence of the amount or character of actual damages sustained. Client shall be liable to the Provider for payment of liquidated damages in the amount of Thirty Thousand ($30,000) for each Assistant or team member that was hired by Client. Such liquidated damages are intended to represent estimated actual damages and are not intended as a penalty, and Client shall pay them to Provider without limiting Provider’s right to terminate this agreement for default as provided elsewhere herein.

Limitation of Liability‍

Client acknowledges that Provider’s ability to provide the Services described in this Statement of Work are dependent on Client’s full and timely cooperation and other information and data provided by Client. Provider is not liable for any delays resulting from Client failure to fulfill these obligations or delays in fulfilling these obligations.

Client remedy against provider for any claim relating to or concerning Provider is limited to Provider providing services again or refunding the payment paid by Client, at the discretion of Provider.

Client is not entitled to any incidental, consequential, or other damages, including but not limited to, damages for loss of revenue, loss or diminishing of website traffic, or loss of goodwill or reputation.

Client agrees to indemnify and keep indemnified Provider against any third party claim against Provider for any loss, damage, or liability that arises in connection to Provider services.

Severance‍

If any part of this agreement is found to be invalid, it shall be severed and the other parts of this agreement shall remain in force.

If any invalid part of this agreement would be valid if some part of it were deleted, the part will apply with whatever modification is needed to give effect to the intention of both Provider and Client.

Assignment‍

In the event of a third party acquiring rights to Provider entity or assets of the entity, Client agrees that Provider can assign its rights and obligations freely to this third party as long as the performance and delivery of Agreement is maintained.

Total Agreement‍

The agreement contained in this Service Agreement and any directly referenced attachments constitute the sole agreement between Provider and Client regarding this project.

Agreement, Governance, and Litigation / Arbitration

This Agreement becomes effective immediately upon signature by both parties. Client is encouraged to read Agreement terms carefully and present questions to Provider as needed.

Regardless of the place of reading / signing of this agreement, the Client agrees that for purposes of venue, this contract was entered into in San Diego County, California USA and any dispute will be litigated or arbitrated in San Diego County, California.

In the event of any dispute between Client and Provider concerning the terms and provisions of this Agreement, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.

AGREEMENT- SERVICE AGREEMENT

By completing the sign up form on https://www.helpflow.com/start and providing credit card information, Client confirms complete understanding and agreement of the Service Agreement and any other referenced information in this agreement.

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