This agreement including the terms and conditions set forth herein (Agreement) are between OverDrive Services, LLC, dba Virtual Paralegal Pros, and its affiliates (hereafter VPP or OverDrive), and your company (You or Company). This Agreement involves OverDrive’s assigning staff (Assistant or Assistants) to serve Company. OverDrive may provide a variety of Assistants for your needs at your request. These may include Paralegals, Legal Assistants, Bookkeepers, Accountants, Case Developers, Credit and Collections and Back Office Personnel, General Administrative Staff, Customer Service Representatives, Marketing, Sales Support, or any others you require and as agreed.
You may choose the service plan that suites your needs. The specific services, number of hours and pricing, etc., are outlined in the “Summary of Services”. Please refer to this page https://www.virtualparalegal.pro/service-areas/ or our Plans https://www.virtualparalegal.pro/get-started/, respectively, if you are undecided about your needs.
Pricing and Billing
This is a monthly recurring subscription. By signing up, you agree to a minimum two-month Initial Term during which you may upgrade your Service Plan. You may also downgrade or cancel your plan after the Initial Term provided a 30-day advance notice is given. Any initial discounted months or promotions will revert to normal billing at the end of the promotional period. Company may select from the Service Plans alluded to above or OverDrive and Company may agree on different service levels and pricing. Unless otherwise agreed, there are no set-up fees of any kind.
Your subscription begins when you sign up and remit the first payment. Once subscribed, it can take from one to three weeks for your Assistants to be selected. The time between your initial subscription payment and our selecting the Assistants will be credited to your second payment.
Orientation and Training
Once selected, we take your Assistants through OverDrive’s orientation which includes policy review, testing, technical and administrative evaluation and setup. Once completed, they begin their work for you. We encourage you to be ready to work with them since the subscription payments will not abate or be credited if your Assistants are idle.
Company is responsible for training and orienting the Assistants as to the specific tasks, Company’s technology, and the like. A key success factor is the degree to which Company’s representatives work directly and frequently with the Assistants, particularly in the early weeks, teaching them what they need to know and the specifics of Company’s practice protocols.
Specialist Work Schedule
Your Assistants will work the number of hours appropriate to the Service Plan you have chosen and the monthly subscription price will be the same each month regardless of the actual days in any one month. Company has the flexibility of working with the Assistants on Company’s preferred times. Assistants will not be required to work more than the selected Service Plan provides without Company incurring overtime of 1.5 times their fee, or unless time off is given in lieu of overtime as agreed. Full-time Assistants will accrue 10 days of vacation during the year at a rate of .833 days per month and 5 days of Personal Leave per year which are ordinarily sick days. Personal Leave days will be made up. Though earned, unless exceptions are made, no vacation will be taken until the 3rd month. Half time Assistants accrue at half the aforementioned rate. Personal Leave is the same. Should any Assistant become ill and unable to report for work for any two-week period, OverDrive will replace the Specialist. Personal leave days will be made up within 60 days, so invoices rarely vary. Assistants will be off on traditional US holidays plus Christmas Eve Day, New Year’s Eve Day, Easter weekend including Good Friday and any Company-specific days off.
Payments and Termination
Payments are monthly and due in advance. Thereafter and on an ongoing basis, Company will pay by credit card or electronic transfer which will occur automatically unless other arrangements are made. If your payment is not received or your credit card fails to process, we will notify you. If the problem persists beyond 48 hours, OverDrive reserves the right to stop work until the problem is resolved. Payments are earned when received. Company agrees that no refunds of any kind will be given once payment is made except and only in the case of an accidental overpayment in which case a credit or repayment will be issued.
Additional Services Requested
As your requirements change, please let us know and we will modify your Service Plan and your invoice as appropriate.
Right to Terminate
OverDrive reserves the right to terminate this Agreement without prior notice for lack of payment or unprofessional conduct in dealing with any OverDrive staff member. “Unprofessional” shall include but not be limited to, cursing, making suggestive comments or being abusive, berating, demeaning, or treating any member of the OverDrive staff with disrespect.
Recruiting Company Personnel
Company agrees not to solicit, recruit, or hire any VPP Partner, Assistant, Contractor, or other Employee at any time during the life of the project or 36 months thereafter without written permission of OverDrive.
Indemnity and Hold Harmless
Company (Indemnifying Party) shall defend, indemnify and hold harmless OverDrive, its affiliates, officers, directors, shareholders, agents, contractors and employees (each an Indemnified Party) from any and all claims, demands, obligations, liabilities, damages, expenses and actions of every kind and nature.
This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed, and interpreted in accordance with the laws of Texas without giving effect to principles of conflicts of law. Any dispute hereunder shall be settled by binding arbitration under the rules of the American Arbitration Association (“AAA”) in Dallas, Texas. Either party may apply to AAA for the appointment of a single arbitrator to hear such dispute, with the costs of the arbitrator to be paid by the non-prevailing party, and each party paying its own legal fees and costs.
Complete Agreement. This Agreement sets forth the entire understanding of the parties with respect to the matters provided herein and supersedes all prior agreements or representations, be they written or verbal. Any amendments or modifications must be in writing to be valid.
Counterparts. This agreement may be executed in two counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of Company and OverDrive.
Performance under the Agreement. This is a best-efforts Agreement. OverDrive cannot project or estimate performance levels and makes no guarantee related to performance.
Notices. All notices and reports permitted and required under this Agreement shall be in writing. These Terms and Conditions were last updated on April 28, 2022.