Travel Agent VA Client Services Agreement

Review before checkout. At checkout, the authorized purchaser identifies the client business, affirmatively accepts this agreement version and pays the recruiting and onboarding fee. Those records form the electronic signature and Online Order.

1. Parties and electronic acceptance

This Client Services Agreement (“Agreement”) is between Nimble Talentz, LLC, 369 East 140 North, Lindon, Utah 84042 (“Nimble”), and the business identified by the authorized purchaser at checkout (“Client”). The purchaser represents that the purchaser is authorized to bind Client.

The checkout record, including the purchaser’s name, business name, email address, affirmative agreement selection, payment reference and successful $999 payment, creates the “Online Order,” identifies the Effective Date and has the same effect as an electronic signature. The Online Order and this Agreement are the parties’ complete agreement for the ordered service.

2. Service

Nimble will work with Client to define a dedicated full-time virtual-assistant role, recruit and screen candidates against the agreed requirements, select and place the strongest match, coordinate onboarding, administer the VA’s compensation, and provide ongoing staffing and performance support. Nimble does not promise that every VA has experience with every supplier, travel platform or task. Client provides agency-specific product, supplier, system and process training.

As part of onboarding support, Nimble will provide a framework and guidance for a client-owned Master Travel Document. Client remains responsible for reviewing and approving agency-specific and supplier-specific content before it is used in the Client’s business.

Optional workflow, CRM, automation, additional coverage, equipment or other services are outside the standard monthly fee unless confirmed in a separate written order.

3. Managed placement

Client supplies the role requirements, schedule, systems and success criteria. Nimble evaluates the candidate pool and selects the placement. A standard Client interview or applicant marketplace is not included. Representative profiles on the website illustrate recruiting patterns and are not offers of specific available candidates.

Nimble’s target is to identify a placement approximately 7–14 days after the Effective Date and completion of role discovery. This is a target, not a guarantee. Timing may vary with the role, schedule, language, platform and experience requirements.

4. Fees and payment authorization

Client will pay a one-time $999 recruiting and onboarding fee at checkout. The $2,299 monthly service fee begins on the VA’s confirmed start date and is charged monthly in advance. Stripe securely stores the payment method; Client authorizes Nimble to use it for the monthly fee and other charges Client approves in writing. Paying the recruiting and onboarding fee does not itself begin monthly billing.

The stated $999 and $2,299 amounts are flat fees; Nimble does not add a card-processing surcharge. Optional services and Client-approved out-of-pocket costs are billed separately. Client will maintain a valid payment method. Nimble may suspend services after written notice if a payment fails and remains unpaid.

5. Pilot, renewal and cancellation

The initial term for each VA position is 90 days beginning on that VA’s start date (“Pilot”). Client may not cancel for convenience during the Pilot. After the Pilot, service automatically continues month to month until cancelled in writing. Client must give at least 30 days’ advance written notice to cancel. Cancellation becomes effective at the end of the monthly service period in which that notice requirement has been satisfied. Amounts already paid are not prorated or refunded. Either party may terminate for an uncured material breach after 15 days’ written notice describing the breach, or immediately for unlawful conduct, misuse of data or nonpayment.

6. Replacement during the Pilot

If Client reasonably determines during the Pilot that the VA is not meeting the agreed role expectations, Client will give Nimble specific written feedback and a reasonable opportunity to address the issue. If a same-role replacement is appropriate, Nimble will recruit that replacement without another recruiting and onboarding fee. This waiver applies to replacement of the ordered role during the Pilot; a materially different role or additional headcount is a new search. Nimble does not guarantee a replacement date.

Billing during a replacement: amounts already paid for a monthly service period are not refunded or prorated. If no VA is actively assigned when the next full monthly charge would otherwise occur, Nimble will pause that future monthly charge. Monthly billing resumes when the replacement VA starts work. A replacement continues the original position’s Pilot and does not restart the 90-day period.

7. Client responsibilities

Client directs the VA’s day-to-day work and is responsible for priorities, approvals, agency-specific training, service standards, lawful instructions, and timely feedback. Client will provide the systems, licenses, information and access reasonably required for the role. Client remains responsible for all travel advice, client commitments, bookings, payments, refunds, regulatory obligations and final approval of work performed for Client.

8. Confidentiality, access and data security

Each party will protect the other party’s non-public business, client and technical information using reasonable safeguards, use it only for the service, and disclose it only to people who need it for that purpose. These duties do not cover information that is public without breach, already lawfully known, independently developed or lawfully received without restriction.

Client controls the VA’s access to Client systems and will use unique accounts, least-privilege permissions and multi-factor authentication where available. Passwords should be shared through an approved password manager, not email or chat. Client determines what traveler and payment information the VA may access and is responsible for the lawfulness of that access.

Payment-card information must remain inside Client’s approved PCI-compliant payment or travel platform. Client will not instruct a VA to copy card data into email, chat, notes, spreadsheets or other unapproved systems. The VA may use the Client-authorized payment workflow only within the permissions Client grants. Each party will notify the other without unreasonable delay after discovering a suspected security incident affecting the other party’s information and will reasonably cooperate in investigation and mitigation.

9. Work product and intellectual property

Client owns Client’s pre-existing information, brands, records and systems. After payment of applicable fees, Client owns work product created specifically for Client at Client’s direction, excluding Nimble’s pre-existing recruiting methods, templates, know-how, training materials and generalized processes. Nimble retains those pre-existing materials and may reuse general knowledge that does not disclose Client Confidential Information.

10. Non-solicitation

During the engagement and for 12 months afterward, Client will not directly hire, contract with or solicit the placed VA outside Nimble without Nimble’s written consent. If Client wishes to convert the relationship, the parties will agree in writing to a conversion fee before any direct engagement.

11. Warranties and disclaimers

Nimble warrants that it will perform its recruiting and staffing obligations in a professional manner. Client acknowledges that successful delegation depends on Client’s requirements, training, access, management, feedback, demand and operating practices. Nimble does not guarantee revenue, booking volume, cost savings, uninterrupted service, or a particular business result.

12. Indemnification and liability

Client will defend and indemnify Nimble against third-party claims arising from Client’s unlawful instructions, business operations, travel advice, bookings, payment decisions, client commitments, misuse of data, or violation of third-party rights. Nimble will defend and indemnify Client against third-party claims arising directly from Nimble’s gross negligence, willful misconduct or breach of its confidentiality obligations.

To the maximum extent permitted by law, neither party is liable for indirect, special, punitive or consequential damages. Nimble’s aggregate liability arising from the service will not exceed the fees Client paid to Nimble for the affected VA during the three months before the event giving rise to the claim. This limit does not apply to willful misconduct or obligations that cannot legally be limited.

13. Independent contractor relationship

Nimble provides staffing services as an independent contractor. Nothing creates a partnership, agency or joint venture between Client and Nimble. Client may not represent that it can bind Nimble, and the VA may not bind Client unless Client expressly grants that authority.

14. General terms

Utah law governs this Agreement without regard to conflict-of-laws principles. Before filing a claim, the parties will attempt in good faith to resolve the issue through an executive-level conversation. Any legal action not resolved informally must be brought in the state or federal courts located in Utah County, Utah, and each party consents to that venue.

Notices under this Agreement must be sent by email to the addresses used for the Online Order, with notices to Nimble copied to rick@nimbletalentz.com. Neither party may assign this Agreement without the other’s consent, except to an affiliate or successor in connection with a merger, acquisition or sale of substantially all assets. If a provision is unenforceable, the remainder continues. A waiver must be in writing. Sections concerning payment, confidentiality, data security, ownership, non-solicitation, indemnification and liability survive termination.

Nimble may update website content without changing this Agreement. Any amendment to this Agreement or the Online Order must be in a written record accepted by both parties. Headings are for convenience only.