Terms of Service

Effective Date: May 24, 2022

Terms of Service

YOU AGREE THAT BY PLACING AN ORDER THROUGH AN ORDER FORM (“ORDER FORM”) THAT INCORPORATES THESE TERMS OF SERVICE (THESE “TERMS”), YOU (“YOUR”, “YOUR”, OR “CLIENT”) AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THE ORDER FORM, THESE TERMS OF SERVICE, AND THE EA SERVICES MASTER SERVICES AGREEMENT (THE “MSA”). IF YOU ARE PLACING SUCH AN ORDER ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF ANY AGREEMENT, POLICY, OR DOCUMENT REFERENCED IN THESE TERMS OF SERVICE, IN SUCH CASE “YOU”, “YOUR”, AND “CLIENT” AS USED IN THESE TERMS OF SERVICE SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE THE AUTHORITY, OR IF YOU OR SUCH ENTITY DO NOT AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THE ORDER FORM, THESE TERMS OF SERVICE, OR THE MSA, YOU SHALL NOT PLACE AN ORDER OR USE THE SERVICES.

Services

Client has engaged Base as an independent contractor for certain Services, as listed in the MSA. Base, in its sole discretion, may add Services to the MSA at any time with or without notice. To order any Service(s) from Base, Client must submit the applicable Order Form for the Service ordered. Base, in its sole discretion, may accept or reject any Order Form. Upon Base’s acceptance of any Order Form, Client agrees to the applicable terms and conditions for the Services ordered, which are listed in the Schedule for that Service.  

Payment

Base will invoice Client according to any Order Form which Base accepts. Client shall pay the full amount to Base as indicated on the Order Form for the Service ordered according to the terms and conditions of the applicable Order Form. Services beyond the invoiced Services shall be billed at a variable rate per hour in USD, based on rate of usage, unless an alternative rate is agreed to in writing by both parties. Client authorizes Base to charge the Client’s credit card, or other payment account, for both the pre-payment and additional charges for expenses and Services provided beyond the invoiced amount. Base, in its sole discretion, may choose to pay certain expenses needed to complete the Services. Base will provide an itemized list of such expenses and Client shall reimburse Base for such expenses within thirty days’ notice of such expenses. Should Client fail to reimburse Base for such Services, Base may charge such expenses against Client’s credit card or other payment account. Payment for any Service that does not have a specific payment term listed in the applicable Schedule or Order Form shall be due no later than thirty (30) days after the invoice date for such Service.

1. In the event payments are not received by Base after becoming due, Base may:

(a) charge interest on any such unpaid amounts at a rate of 1% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and

(b) suspend performance for all Services until payment has been made in full.

Confidential Information

Each party acknowledges that in the course of performance of its obligations pursuant to these Terms, it may obtain certain confidential information. Such information shall include, but not be limited to, credit card information, payment accounts, personal information, and account login information. Any information for which a reasonable person would consider confidential shall be considered confidential for the purposes of these Terms. Each party agrees that all such confidential information communicated to it by the other party shall be received and treated in strict confidence, and shall be used only for the purposes of these Terms. The confidential information shall not be disclosed without the prior written consent of the other party, except as may be necessary by reason of legal, accounting or regulatory requirements beyond either party’s reasonable control. The provisions of this Confidential Information section shall survive the termination or expiration of these Terms.

Intellectual Property

In its performance of the Services, Base may use certain software, patents, copyrights, unpatented inventions, ideas, methods and discoveries, trade secrets, know-how, unpublished patent applications (collectively, “Base IP”), which Client may benefit from. The Terms, nor the performance of the Services, shall in any way act as a license or assignment of any Base IP to Client. Client shall not reverse engineer, disassemble, decompile, or design around Base IP. Client’s access or use of Base IP shall be limited only to enable Base to perform the Services.

Relationship of the Parties

Base is performing the Services under these Terms as an independent contractor. Nothing set forth in these Terms shall be construed to create the relationship of employer and employee between Client and Base. Client shall not be responsible for any Base withholding taxes, health benefits, insurance, workers compensation, disability or other employee benefits of any kind. 

Base may engage, in its sole discretion, virtual assistants or other independent contractors to complete the Services. Client shall communicate only with Base employees regarding payment for the Services.

Non-Solicitation

Client agrees that so long as these Terms are in effect, and for three (3) years after the expiration or termination of these Terms, Client shall not make any solicitation to employ or purchase services from Base employees or independent contractors without Base’s written consent to be given or withheld in Base’s sole discretion.

In the event that Client desires to employ or purchase services from a Base employee or independent contractor (a “Direct Placement”), and Client requests Base’s consent according to these Terms through submitting the Direct Placement Order Form (as defined in the applicable schedule), Base will either (i) deny the request, or (ii) accept the request in exchange for compensation of $15,000  USD (the “Direct Placement Fee”). The Direct Placement Fee shall be reduced by $5.00 for every hour invoiced by Base to Client for Services performed by the Direct Replacement at the time the Direct Placement begins providing services directly to Client, outside of these Terms. Notwithstanding the foregoing, no Direct Placement Fee shall be less than $1,500 regardless of how many hours invoiced. Direct Placement requests approved on or before the 10th day of any calendar month shall become Direct Placements no sooner than the first day of the next calendar month. Direct Placements approved after the 10th day of any calendar month shall become Direct Placements no sooner than the first day of the second month after the approval month.

In the event that Client solicits, employs, or purchases services from a Base employee or independent contractor without complying with the terms and conditions of this Section, Client shall pay liquidated damages in an amount equal to two times the amount Client would have paid for a Direct Placement should Client have requested and Base approved the Direct Placement in compliance with the terms and conditions of this Section. The parties agree that the liquidated damages are a reasonable assessment of the actual harm that might arise from Client’s noncompliance with this section and are intended as compensation, not a penalty.

Marketing Permissions

The Client authorizes Base to use the Client’s name and/or logo on Base’s website, as well as on print, digital and other marketing materials.

Termination

These Terms shall remain in effect until terminated by either party. Either party may terminate these Terms, with or without cause, with thirty (30) days written notice. Upon termination, Client shall pay any outstanding balance within thirty (30) days. Base may charge Client’s credit card, or other payment account, if unpaid balance remains unpaid after thirty (30) days of termination. This Termination section shall survive the termination or expiration of these Terms.

Warranty

The Services are provided as is. Base DISCLAIMS ALL WARRANTIES WITH REGARDS TO THE SERVICES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THIS SECTION SHALL SURVIVE TERMINATION OR EXPIRATION OF THESE TERMS.

Indemnification

Base will indemnify Client from and against any losses, liabilities, damages, expenses and costs (including reasonable attorneys’ fees) resulting from (i) Base’s breach of any obligations under these Terms or its willful misconduct or gross negligence in its performance under these Terms, (ii) Base’s violation of laws, as finally adjudicated, in connection with its performance under these Terms, or (iii) any finally adjudicated determination that a Base employee or independent contractor is a Client employee. Client will indemnify Base from and against any losses, liabilities, damages, expenses 

and costs (including reasonable attorneys’ fees) resulting from (i) Client’s breach of any obligations under these Terms or its willful misconduct or negligence in its performance under these Terms, or (ii) Client’s violation of laws.

Limitation of Liability

NEITHER PARTY SHALL BE LIABLE TO THE OTHER PURSUANT TO THESE TERMS FOR AMOUNTS REPRESENTING INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF THE OTHER PARTY ARISING FROM THE PERFORMANCE OR BREACH OF ANY TERMS OF THIS AGREEMENT EVEN IF SUCH PARTY HAS BEEN MADE AWARE OF THE POSSIBILITIES OF SUCH DAMAGES. IN NO CIRCUMSTANCE, REGARDLESS OF CAUSE OF ACTION, SHALL BASE BE LIABLE FOR MORE THAN THE AMOUNT PAID FOR THE SERVICES HEREUNDER. IN NO EVENT SHALL BASE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE LESSER OF THE TOTAL AMOUNTS PAID BY CLIENT TO BASE IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $1,000.  

Miscellaneous

These Terms, including any agreements or documents referred to in these Terms, constitute the entire and exclusive statement of Terms between the parties with respect to its subject matter and there are no oral or written representations, understandings or agreements relating to these Terms which are not fully expressed herein. This Agreement shall be governed by and construed in accordance with the laws of the Delaware, United States, without giving effect to principals of conflicts of laws and Client hereby submits to the exclusive jurisdiction of the federal and state courts situated in said State and the applicable service or process. Whenever possible, each provision of these Terms shall be interpreted in such a manner as to be effective and valid under the applicable law. In the event that any provision(s) contained in these Terms is held to be unenforceable, these Terms shall be construed without such provision(s). Base may, with or without notice, assign these Terms, and any related agreement or document, to any affiliate company or to any entity that acquires substantially all of the business assets of Base, or the operation of Base that performs the obligations of these Terms, whether by merger, reorganization, acquisition, sale, or otherwise. Base may update these Terms from time to time in its sole discretion. Except as updated by Base, no other amendment to these Terms shall have any effect unless agreed to in a writing signed by both parties. By agreeing to these Terms, Client acknowledges that it has had the opportunity to fully review the Terms and has had an opportunity to seek the advice of legal counsel regarding the provisions hereunder.

Schedule: Executive Assistant Services

This Executive Assistant Subscription Services Schedule (“EA Services Schedule”) is a Schedule to the Base HQ, Inc. EA Services Master Services Agreement (the “MSA”) and the Terms of Service (the “Terms”) referenced by and incorporated into the MSA. 

Services

The Services under this EA Services Schedule shall mean certain services, including but not limited to, administrative tasks, presentation development, calendar management, and project management. Before the commencement of any Services under this EA Services Schedule, Base and Client will discuss the specific nature of the Services needed to create a timeline and budget for the completion of such Services. Any timeline is for planning purposes only, and shall not be binding upon either party. 

Payment

Base shall provide an invoice to Client according to the agreed to budget referenced in the Services Section of this EA Services Schedule. Before the commencement of any Services, Client shall pay Base the full amount owed to Base for the first month of such Services, or any other amount the parties agree will be paid on a pre-pay basis. All other terms and conditions related to payment shall be those listed in the Terms. 

Termination Fee

The Services under this EA Services Schedule shall be subject to a $1,500 termination fee if the Services are terminated by Client for any reason other than Base’s breach of the Terms. 

Schedule: Inbox Reset

This Inbox Reset Schedule (“Inbox Reset Schedule”) is a Schedule to the Base HQ, Inc. EA Services Master Services Agreement (the “MSA”) and the Terms of Service (the “Terms”) referenced by and incorporated into the MSA. 

Services

The Services under this Inbox Reset Schedule shall mean certain services which include performing an email audit, organization and automation of the email inbox, and providing a documented plan for Client’s self-led ongoing management of its email inbox; contingent upon Client’s approval of an initial proposal. 

Payment

Payment for Services ordered under this Inbox Reset Schedule shall be $1,750. Payment for such Services shall be paid in full before any Services are performed. 

Schedule: EA Search

This EA Search Schedule (“EA Search Schedule”) is a Schedule to the Base HQ, Inc. EA Services Master Services Agreement (the “MSA”) and the Terms of Service (the “Terms”) referenced by and incorporated into the MSA.

Services
Base shall provide one or more of the following Services described in this section, as ordered by Client through the Order Form.

(a) EA Search: EA Search is a custom search and recruitment service through which Base consults with the Client regarding its executive assistant needs, searches for executive assistant candidates, screens identified candidates for qualifications, and facilitates the placement process from interview through offer.

(b) EA Search Direct Hire: EA Search Direct Hire is a search and recruitment service through which Base introduces the Client to a pool of vetted executive assistants, and the Client screens and interviews candidates for potential hire or engagement as an independent contractor.

(c) Onboarding: Onboarding is a custom offering, that may be further described in the Order Form, that helps newly placed executive assistants integrate into Client’s business environment.

(d) Training & Mentorship: Training & Mentorship is a custom offering, that may be further described in the Order Form, through which Base provides expertise to help newly placed executive assistants learn best practices and tools to increase effectiveness.

(e) Additional Services: Client may request, and Service Provider may offer, additional services, that will be further described in a supplemental Order Form.

Payment

(a) Fees for EA Search shall be based on the first-year salary or first-year fees of the executive assistant hired or engaged by Client as a result of EA Search. The non-refundable Introduction Deposit shall be due upon Base’s acceptance of the Order Form for EA Search Services. The Second Installment shall be due upon presentation of the executive assistant candidate finalists. Client shall pay Base a Final Placement Fee for any executive assistant introduced to Client as a result of EA Search upon Client’s hiring of an executive assistant as an employee or engagement of an executive assistant as an independent contractor (a “Placement”). The Final Placement Fee shall equal 25% of the Placement’s first-year salary, or first-year fees if the Placement is engaged as an independent contractor, minus the Introduction Deposit and Second Installment. For the avoidance of doubt, the calculation of a Placement’s first-year salary or first-year fees shall include any sign-on bonus, incentive bonus, other cash-equivalent compensation, and any other fees or compensation related to the Placement’s work for Client. In the event that Client hires a second EA Search provided executive assistant as an employee, regardless of position, or engages the EA Search provided executive assistant as an independent contractor, regardless of position, within one year of the date Base provided the candidate, Client shall pay Base an additional fee equal to 10% of either (i) the hired employee’s first year salary, or (ii) the amount paid to the independent contractor for the first year of service provided to Client. If Client terminates the independent contractor or employee relationship with the Placement for cause within thirty (30) days of the Placement, Base will reperform the Services to search for and place a suitable replacement.

(b) Fees for EA Search Direct Hire shall be based on the first-year salary or first-year fees of the executive assistant hired or engaged by Client as a result of EA Search Direct Hire. The non-refundable Introduction Deposit of $500 shall be due upon Base’s acceptance of the Order Form for EA Search Direct Hire Services. Client shall pay Base a Final Placement Fee for any executive assistant introduced to Client as a result of EA Search Direct Hire upon Client’s hiring of an executive assistant as an employee or engagement of an executive assistant as an independent contractor (a “Placement”). The Final Placement Fee shall equal 20% of the Placement’s first-year salary, or first-year fees if the Placement is engaged as an independent contractor, minus the Introduction Deposit. For the avoidance of doubt, the calculation of a Placement’s first-year salary or first-year fees shall include any sign-on bonus, incentive bonus, other cash-equivalent compensation, and any other fees or compensation related to the Placement’s work for Client. In the event that Client hires a second EA Search Direct Hire provided executive assistant as an employee, regardless of position, or engages the EA Search Direct Hire provided executive assistant as an independent contractor, regardless of position, within one year of the date Base provided the candidate, Client shall pay Base an additional fee equal to 10% of either (i) the hired employee’s first year salary, or (ii) the amount paid to the independent contractor for the first year of service provided to Client.

(c) Onboarding Fees shall be charged to Client at a custom rate depending on the scope of the Service provided as provided in the Order Form.

(d) Training & Mentorship shall be charged to Client at a custom rate depending on the scope of the Service provided as provided in the Order Form.

(e) Additional Services shall be charged to Client at a custom rate depending on the scope of the Service provided as provided in the Order Form.

(f) In the event payments are not received by Base after becoming due, Base may:

  • (i) charge interest on any such unpaid amounts at a rate of 1% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and
  • (ii) suspend performance for all Services until payment has been made in full

Termination Fee

The Services under this EA Search Schedule shall be subject to a $4,000 termination fee if the Services are terminated by Client for any reason other than Base’s breach of the Terms.

Schedule: Direct Placement

This Direct Placement Schedule (“Direct Placement Schedule”) is a Schedule to the Base HQ, Inc. EA Services Master Services Agreement (the “MSA”) and the Terms of Service (the “Terms”) referenced by and incorporated into the MSA. 

This Direct Placement Schedule shall have no effect unless and until Base accepts an Order Form with Direct Placement services selected (each, a “Direct Placement Order Form”). By submitting a Direct Placement Order Form to Base, Client expressly requests to directly engage the executive assistant listed in the Direct Placement Order Form either as an employee or independent contractor of Client pursuant to the Non-Solicitation section of the Terms. Base may accept or reject the request and the associated Direct Placement Order Form in its sole discretion. In the event that Base accepts the Direct Placement Order Form, Client shall pay Base the Direct Placement Fee listed in the Direct Placement Order Form, and in exchange, Base shall waive its non-solicitation rights solely as it pertains to the executive assistant listed in the Direct Placement Order Form. The Direct Placement Fee shall be due no later than thirty (30) days after Base’s acceptance of the Direct Placement Order Form. Base waives no other rights under the Terms, nor its non-solicitation rights as those rights apply to any executive assistant not listed in the Direct Placement Order Form. Except as expressly stated in this Direct Placement Schedule, all other rights and obligations in the MSA, the Terms, and accepted Order Forms remain in full force and effect.