Terms of Service

1. Agreement

These Terms & Conditions ("Terms") govern your access to and use of VirtualRep's website (virtualrep.dev), digital tools, and service engagements (collectively, the "Services"). By accessing our website, contacting us, or engaging our Services, you agree to these Terms and our Privacy Policy.

Specific engagements may be further defined by a separate proposal, Statement of Work (SOW), Master Services Agreement (MSA), or order form. If those documents conflict with these Terms, the engagement document will control for that engagement.

2. Engagement Models

VirtualRep offers the following engagement models:

• Team Augmentation — Dedicated specialists who work under your direction with fast onboarding and flexible scaling.
• Delivery PODs — A self-managed mini-department with a POD lead, built-in SOPs and QA, weekly reporting, and end-to-end delivery.
• Managed Services — Done-for-you delivery with clear outcomes, strategy plus execution, KPI reporting, and continuous improvement.
• White-Label for Agencies — Behind-the-scenes fulfillment under your brand, NDA-ready operations, agency-grade process, and seamless integration.

No free trial: VirtualRep does not offer free trials. Service delivery begins after the engagement is signed and applicable fees are paid.

3. Proposals, SOWs & Acceptance

Each engagement is documented through a written proposal, SOW, or order form that describes the scope, deliverables, timeline, team composition, fees, and any special terms. An engagement becomes binding once it is signed (or accepted in writing) by both parties and any required deposit or first payment is received.

Any changes to scope, deliverables, or timeline must be agreed in writing through a change request or revised SOW and may affect fees and delivery dates.

4. Onboarding & Access

You agree to provide accurate information and complete a structured onboarding process so we can plan and execute the engagement. This may include access to relevant tools, accounts, documentation, brand assets, prior performance data, and key stakeholders.

You are responsible for maintaining the confidentiality of credentials, API keys, and access tokens you share with us, and for promptly revoking access when an engagement ends or roles change.

5. Fees, Invoicing & Taxes

Fees: Fees are set in the signed engagement (e.g., monthly retainer, fixed price, hourly, or hybrid). Unless stated otherwise, retainers are billed in advance for each billing cycle.

Pass-through and tooling costs: Third-party costs (such as ad spend, software licenses, hosting, SMS/email credits, AI API usage, paid integrations, and other tooling) are billed at cost or as agreed and are non-refundable once consumed.

Taxes: You are responsible for any applicable taxes, duties, or government fees, except for taxes on our income.

Invoicing: Invoices are due within the period stated on the invoice or in the engagement (typically Net 7 to Net 15). Overdue invoices may incur late fees and may result in pausing delivery until the account is brought current.

6. Setup & Onboarding Fees

Where applicable, setup, onboarding, audit, or discovery fees will be disclosed in the proposal or SOW. Setup and onboarding fees are non-refundable once work has begun.

7. Cancellation, Pausing & Renewal

Notice period: Either party may cancel an ongoing retainer or managed engagement by providing written notice as defined in the SOW (typically 30 days). During the notice period, agreed work continues and fees remain payable.

Mid-cycle cancellations: If you cancel mid-billing cycle, the current cycle's fees remain due. Pre-paid fees for future cycles that have not yet started may be refunded on a pro-rata basis at our discretion, unless work has already been committed or resources reserved.

Pausing: Engagements can be paused only by written agreement. While paused, dedicated resources may be reassigned and ramp-up time may be required to resume.

Renewals: Retainers and ongoing engagements renew automatically for the same term unless cancelled in writing before the renewal date.

8. Refund Policy

Because VirtualRep allocates dedicated people, planning, and tooling to each engagement from day one, fees for time and resources already committed are generally non-refundable.

9. Client Responsibilities (Consent & Compliance)

You are responsible for:

• Your content, brand assets, customer lists, and any data you upload or share with VirtualRep ("Client Content")
• Obtaining required consents and providing legally required notices to your customers, leads, employees, and other end users whose data is processed during the engagement
• Complying with applicable laws and regulations, including marketing, messaging, advertising, consumer protection, and data protection rules (such as TCPA, CAN-SPAM, CASL, GDPR, CCPA/CPRA, and similar frameworks where applicable)
• Reviewing and approving deliverables, copy, designs, ads, and AI-assisted outputs before publishing or sending
• Maintaining appropriate insurance, licenses, and authorizations for your business and industry

VirtualRep does not provide legal, financial, tax, or regulatory advice. You agree to use the Services only in lawful ways.

10. Client Content, IP & Deliverables

Your Content: You retain ownership of Client Content and any pre-existing IP you provide. You grant VirtualRep a limited license to host, process, transmit, display, and modify Client Content only as necessary to deliver the Services, support you, maintain security, prevent abuse or fraud, and improve reliability.

Deliverables: Unless the SOW states otherwise, final deliverables produced specifically for you under a paid engagement become your property upon full payment of the corresponding invoices.

VirtualRep IP: Our SOPs, internal tools, frameworks, templates, methodologies, training materials, AI prompts, and pre-existing IP remain our property. Where these are used to produce deliverables, you receive a non-exclusive, non-transferable license to use them as part of those deliverables for your business.

Portfolio & references: Unless you object in writing, we may reference our engagement (your company name and a high-level summary) for case studies, portfolio, and marketing, without disclosing confidential details.

11. Confidentiality

Each party agrees to keep the other party's confidential information confidential and to use it only to perform the engagement. Confidential information does not include information that is public, independently developed, or rightfully received from a third party without confidentiality obligations. We can sign a separate NDA where required.

12. Sub-Processors & Delivery Stack

To deliver the Services efficiently, VirtualRep relies on trusted sub-processors and tools (including hosting, communications, project management, analytics, accounting, payment processing, code repositories, and AI tooling). These providers may process limited data only to provide services to VirtualRep and are restricted by contract.

A current list of key sub-processors can be requested by writing to [email protected].

13. AI-Assisted Delivery (No Public Model Training)

Some parts of our delivery may use artificial intelligence ("AI") and automation to accelerate execution and improve consistency.

• We do not use Client Content to train generalized, public AI models.
• AI tooling is used only within the scope of the engagement to assist tasks such as research, drafting, code assistance, data cleanup, reporting, and workflow automation.
• AI-assisted outputs may contain errors, omissions, or inaccuracies. You are responsible for reviewing, validating, and approving them before publishing, sending, or relying on them in production.

14. Third-Party Services & Integrations

If we connect to or work within third-party services on your behalf (such as CRMs, marketing platforms, hosting, code repositories, analytics, ad platforms, or AI providers), those third-party services are governed by their own terms and privacy policies. You are responsible for maintaining your accounts in good standing. VirtualRep is not responsible for downtime, errors, changes, or actions by third-party services outside our reasonable control.

15. Acceptable Use

You agree not to use our website or Services to:

• Engage in unlawful, harmful, deceptive, discriminatory, or fraudulent activity
• Send spam or violate consent, opt-out, or marketing rules
• Upload malware, attempt unauthorized access, or interfere with our systems or other clients
• Infringe intellectual property, privacy, or publicity rights of any party
• Reverse engineer our SOPs, internal tools, or proprietary frameworks, or resell our Services without a written agreement

We may suspend or terminate engagements or website access for violations of these Terms.

16. Service Levels & Communication

We aim to maintain clear communication, regular reporting, and predictable delivery. Standard response times, working hours, escalation paths, and reporting cadence are described in the SOW. Unless explicitly stated, VirtualRep does not provide a 24/7 service level or guaranteed uptime.

17. Disclaimers

The Services and any deliverables are provided "as is" and "as available," to the fullest extent permitted by law. VirtualRep does not guarantee specific business outcomes, traffic, leads, conversions, revenue, rankings, deliverability, third-party platform availability, or that AI-assisted outputs will be error-free. Results depend on many factors including your market, product, budget, decisions, and execution on your side.

18. Limitation of Liability

To the maximum extent permitted by law:

• VirtualRep's total aggregate liability arising out of or related to an engagement will not exceed the fees paid by you to VirtualRep for that engagement during the three (3) months immediately preceding the event giving rise to the claim.
• Neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, lost data, or business interruption, even if advised of the possibility of such damages.

Nothing in these Terms limits liability that cannot be limited or excluded under applicable law.

19. Indemnification

You agree to defend, indemnify, and hold harmless VirtualRep and its team from and against any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of:

• Your Client Content, products, services, or business activities
• Your marketing, advertising, or messaging practices, including opt-in and opt-out compliance
• Your violation of any applicable law, regulation, or third-party right
• Your misuse of the Services or breach of these Terms

20. Termination for Cause

Either party may terminate an engagement immediately, with written notice, if the other party materially breaches these Terms or the SOW and fails to cure the breach within a reasonable period (typically 15 days) after written notice. VirtualRep may also suspend or terminate Services immediately for non-payment, abusive behavior, or unlawful use. Fees for work performed up to termination remain payable.

21. Force Majeure

Neither party is liable for delays or failures in performance caused by events beyond reasonable control, including natural disasters, war, terrorism, civil unrest, internet or infrastructure outages, government actions, labor disputes, or pandemics. The affected party will use commercially reasonable efforts to resume performance.

22. Governing Law & Disputes

These Terms are governed by the laws of the jurisdiction stated in the signed engagement, without regard to conflict of law principles. If no jurisdiction is specified, the laws applicable to VirtualRep's principal place of business will apply.

The parties will first attempt to resolve any dispute in good faith through direct discussion. If a dispute cannot be resolved informally, it will be addressed through the dispute resolution mechanism specified in the engagement (such as arbitration or designated courts), where applicable.

23. Changes to These Terms

We may update these Terms from time to time. We will update the "Last Updated" date when changes are posted. For active engagements, the version of the Terms in effect on the date the engagement was signed will continue to apply unless we agree otherwise in writing. For website visitors and new engagements, your continued use after updates means you accept the revised Terms.

24. Contact

If you have any questions about these Terms, please contact us at:

For our services and engagement models, see What We Do. For our privacy practices, see Privacy Policy. To start a conversation, see Contact.