Terms of Service

These Terms of Service ("Terms") govern your use of the services provided by Top Virtual ("we," "us," "our"), a remote staffing company operated by Jaycel Ruiz, based in the Philippines. By engaging our services, you ("Client," "you") agree to be bound by these Terms.

1. Services

Top Virtual provides remote staffing services, including but not limited to:

• Paralegal support and legal research assistance
• Legal administrative and virtual assistant services
• Bookkeeping and financial management for law firms
• Social media management, data entry, email management, presentation creation, research, document formatting, and graphic design services

We match Clients with pre-vetted Filipino professionals ("Virtual Assistants" or "VAs") based on the Client's stated requirements. We act as a staffing intermediary — the VA works under your day-to-day direction.

2. Engagement & Onboarding

• Consultation: All engagements begin with a free consultation to understand your needs.
• Matching: We present 2-3 pre-vetted candidates within 48 hours of consultation.
• Interview: You interview and select your preferred candidate via video call.
• Trial Period: Every placement includes a 2-week trial period. During this period, you may request a replacement VA at no additional cost if the placement is not satisfactory.
• Onboarding: We coordinate onboarding including tool access setup, communication channel configuration, and an initial training period of 1-2 weeks.

3. Pricing & Payment

• Rate: $12 USD per hour, flat rate. No setup fees, recruiter commissions, or hidden charges.
• Options: Part-time (20 hours/week) or full-time (40 hours/week).
• Billing Model: WEEKLY PREPAID + 1 WEEK ADVANCE. Clients pay for the upcoming week BEFORE work begins, plus a one-time advance deposit equal to one week's hours. This protects our team members and ensures uninterrupted service.
• Advance Deposit: A one-time deposit equal to 1 week of scheduled hours is collected before the VA's first day. This deposit is held as security and applied to your final week of service if/when you end the engagement.
• Weekly Billing: Each subsequent week is prepaid — due every Monday before the work week begins. All clients follow the same weekly prepaid cycle.
• Payment Methods: Wire transfer, PayPal, or credit card. A credit card on file is required as a backup payment method for all clients.
• Time Tracking: All hours tracked transparently using time-tracking software.
• Grace Period: If prepayment is not received by the due date, a 3-business-day grace period applies. VA services pause on business day 4 until payment is received.
• Late Fee: A 5% surcharge applies to payments received after the grace period.
• VA Payment Guarantee: Top Virtual pays all VAs on schedule (15th and 30th) regardless of client payment status. VAs never absorb client non-payment risk.

4. Client Responsibilities

As a Client, you agree to:

• Provide clear task instructions, access to necessary tools, and timely feedback to your VA
• Treat your VA with professionalism and respect
• Not directly recruit, hire, or engage any Top Virtual VA outside of our platform for a period of 12 months after their last day of service with you (see Section 9: Non-Solicitation)
• Pay all invoices in a timely manner per the agreed schedule
• Comply with applicable employment and data protection laws in your jurisdiction

5. Our Responsibilities

Top Virtual agrees to:

• Conduct thorough vetting of all VA candidates (skills assessment, background check, English proficiency test, mock task evaluation)
• Provide a replacement VA at no additional cost during the 2-week trial period
• Handle all VA compensation, benefits, and Philippine employment compliance
• Provide ongoing support and a dedicated account manager for the duration of your engagement
• Maintain transparent billing and time tracking

6. Confidentiality & Data Protection

• All VAs sign a Non-Disclosure Agreement (NDA) before placement
• All VAs sign a Data Protection Agreement compliant with Canadian privacy standards
• We support the use of VPNs, encrypted communications, role-based access controls, and dedicated workstations with monitoring software
• Client data is never shared with third parties, used for marketing, or retained after the engagement ends
• In the event of a data incident, we will notify the Client within 24 hours and cooperate fully with any investigation

7. Intellectual Property

All work product created by your VA during the course of their engagement belongs exclusively to the Client. Top Virtual and the VA waive all intellectual property claims to work created for the Client. This includes documents, code, designs, research, and any other deliverables.

8. Termination

• No long-term contracts. Either party may terminate the engagement at any time.
• Notice: We request 7 days written notice to ensure a smooth transition. Immediate termination is permitted in cases of misconduct or breach.
• Final Invoice: Any outstanding hours will be invoiced within 5 business days of termination.
• Data Return: Upon termination, we will ensure all Client data in the VA's possession is returned or securely deleted within 7 days.

9. Non-Solicitation

You agree not to directly hire, contract, or engage any Top Virtual VA (or attempt to do so) outside of the Top Virtual platform for a period of 12 months following their last day of service with you. If you wish to hire a VA directly, a buyout fee of $5,000 USD applies, payable to Top Virtual, after which the VA may be hired directly with no further obligations.

10. Limitation of Liability

• Top Virtual's total liability shall not exceed the fees paid by the Client in the 3 months preceding the claim
• We are not liable for indirect, consequential, or incidental damages arising from the VA's work
• While we vet all VAs thoroughly, the Client retains ultimate responsibility for supervising their VA's work product and ensuring it meets their professional standards

11. Dispute Resolution

Any disputes arising from these Terms shall be resolved through good-faith negotiation. If negotiation fails, disputes shall be submitted to binding arbitration under the rules of the Philippine Dispute Resolution Center, Inc. (PDRCI). The arbitration shall be conducted in English.

12. Modifications

We may update these Terms from time to time. Material changes will be communicated to active Clients via email at least 14 days before taking effect. Continued use of our services after changes take effect constitutes acceptance of the updated Terms.

13. Governing Law

These Terms are governed by the laws of the Republic of the Philippines, without regard to conflict of law principles. For matters involving Canadian privacy law, we comply with PIPEDA (Personal Information Protection and Electronic Documents Act) and applicable provincial privacy legislation.

14. Contact

By engaging Top Virtual's services, you acknowledge that you have read, understood, and agree to these Terms of Service.