This Master Services Agreement (the "Agreement") is entered into between Arvallis Operations Co., a New York corporation ("Arvallis," "we," or "us"), and the client identified on the applicable Order Form (the "Client," "you," or "your"). It takes effect on the earlier of the date you sign an Order Form, click to accept, or first authorize payment for the Services.
Definitions
Capitalized terms have the meanings given below. Other capitalized terms are defined where they first appear.
- Services
- The back-office operations Arvallis performs for your portfolio under your selected plan and add-ons — including the work described in Section 2 and detailed in your Runbook.
- Plan
- The subscription tier you select (for example, Core, Operations+, or Arvallis // Stays), priced per door or per unit as shown at checkout.
- Add-on
- An optional capability or one-time service you add to a Plan, billed monthly or as a one-time charge as indicated on the Order Form.
- Order Form
- The checkout summary, quote, or order document that records your selected Plan, doors or units, Add-ons, and fees. Each Order Form is governed by this Agreement.
- Runbook
- The written operating playbook Arvallis prepares for your portfolio describing the procedures, approvals, thresholds, and standards we will follow on your behalf.
- Door / Unit
- An individual leasable rental unit under your management that is enrolled in the Services and used to calculate fees.
- Managed Funds
- Rent, deposits, reserves, and other money belonging to you, your owners, or residents that passes through accounts in connection with the Services.
- Confidential Information
- Non-public information disclosed by either party that is marked confidential or that a reasonable person would understand to be confidential, as further described in Section 10.
Engagement & Scope of Services
Arvallis acts as your back-office operations team. We perform the administrative, financial, and coordination work behind property management so that you remain the manager or owner of record while we run the day-to-day.
Subject to your Plan and Runbook, the Services may include:
- Rent collection, ledgers, and resident billing support;
- Accounts payable, owner statements, and monthly reconciliations;
- Maintenance intake, vendor dispatch, and work-order tracking;
- Lease administration, renewals, and document management;
- Resident and owner communications during agreed hours; and
- Reporting and the optional capabilities described in your Add-ons.
Unless expressly stated in an Order Form or Add-on, Arvallis does not act as a licensed real estate broker, attorney, accountant, or fiduciary; does not sign leases or make ownership decisions; and does not provide legal, tax, or investment advice. We operate within the authority and instructions you give us through the Runbook.
We will perform the Services with reasonable skill and care, consistent with professional back-office practice and your approved Runbook. Specific response times and service levels, if any, are those stated in your Order Form.
The Runbook & Onboarding
After you subscribe, an onboarding lead drafts your Runbook based on your portfolio, policies, and the information you provide. The Runbook is the operating contract for how we act on your behalf — including spending thresholds, approval chains, communication standards, and escalation rules.
Your card authorization is placed at checkout but not charged until you review and sign your Runbook. No signature, no first capture. The signed Runbook marks the start of live Services and the first billing cycle.
You may request reasonable revisions before signing. Once signed, the Runbook is incorporated into this Agreement. We will operate strictly within it and will not exceed an approval threshold without your authorization.
Either party may propose Runbook changes. Material changes take effect only when both parties confirm them in writing (email is sufficient). We keep a versioned record of every Runbook revision.
Order Forms & Plan Changes
Each Order Form records the Plan, number of doors or units, Add-ons, and fees you selected. By placing an Order Form you agree it is governed by this Agreement.
The Services are month-to-month. You may add or remove doors, change Plans, or adjust Add-ons at any time. Increases are prorated and take effect promptly; decreases take effect at the start of the next billing cycle. Per-door pricing follows the tier shown at the time of the change.
Where your Plan offers a pause option, paused doors are not billed and not actively serviced during the pause. Reactivation may require a brief Runbook refresh.
Term & Termination
This Agreement begins on the Effective Date and continues month-to-month until terminated. Each billing cycle renews automatically unless cancelled.
Either party may terminate for any reason on thirty (30) days' written notice. You remain responsible for fees through the end of the notice period; we will not bill beyond it.
Either party may terminate immediately if the other materially breaches this Agreement and fails to cure within fifteen (15) days of written notice, or becomes insolvent.
On termination we will, for up to thirty (30) days, reasonably cooperate to hand back your records, ledgers, and access in a usable format so that you or a successor can continue operations without disruption. Managed Funds are reconciled and returned per Section 8.
Fees, Billing & Payment
You agree to pay the fees on your Order Form: a recurring monthly subscription (priced per door or unit), plus any monthly or one-time Add-on charges. Fees are stated in U.S. dollars and are exclusive of taxes, which you are responsible for where applicable.
Payment is processed by our payment provider, Stripe. At checkout we place an authorization only — a hold on your card that is not a charge. We capture the first payment only after you sign your Runbook, as described in Section 3.
Authorize at checkout → sign the Runbook → first capture. Thereafter, subscription fees are charged at the start of each monthly cycle, and one-time Add-ons are charged when the related work is scheduled.
By providing a payment method you authorize Arvallis to charge recurring and one-time fees as they come due, until you cancel. We will email a receipt for each charge.
If a charge fails, we may retry the payment method and notify you. Fees more than ten (10) days overdue may accrue interest at 1.5% per month (or the maximum allowed by law, if lower), and we may suspend Services after reasonable notice.
We may change subscription pricing on at least thirty (30) days' notice, effective at your next renewal. Continued use after the effective date constitutes acceptance.
Subscription fees are non-refundable except where required by law. One-time setup fees are non-refundable once the related work has begun.
Client Responsibilities
To let us operate effectively, you agree to:
- Hold the authority to engage Arvallis for the enrolled doors, and provide owner authorizations where required;
- Give us timely, accurate access to systems, accounts, leases, and records we need;
- Maintain the underlying property, insurance, licenses, and legal compliance that remain your responsibility as owner or manager of record;
- Respond to approval requests and escalations within a reasonable time; and
- Keep your contact and payment information current.
We are not responsible for delays or outcomes caused by inaccurate information, missing approvals, or access you fail to provide.
Funds & Trust Accounting
Managed Funds belong to you, your owners, or residents — never to Arvallis. We handle them only as your administrative agent and in line with your Runbook and applicable law.
Managed Funds are kept in designated client or trust accounts, separate from Arvallis's own operating funds. We do not commingle Managed Funds with our money and do not use them for our own purposes.
We maintain ledgers for Managed Funds and reconcile them on a regular cycle. You may request a reconciliation or statement at any reasonable time. On termination, we reconcile and remit remaining balances per your instructions, less fees properly due.
We disburse Managed Funds only within the approvals and thresholds in your Runbook. We are not liable for shortfalls caused by insufficient Managed Funds, bank holds, or instructions you provide.
Vendors & Subcontractors
We coordinate third-party vendors (such as maintenance trades) on your behalf and may use subcontractors to perform parts of the Services. We will use reasonable care in selecting and dispatching them within your Runbook thresholds.
Unless your Order Form says otherwise, vendors engaged for your property are engaged for and on behalf of you, and vendor charges are your expense, paid from Managed Funds or billed to you. Arvallis remains responsible for the Services it performs directly, but is not the guarantor of independent vendors' work.
Confidentiality
Each party will protect the other's Confidential Information with at least the care it uses for its own, will use it only to perform or receive the Services, and will not disclose it except to personnel and contractors who need it and are bound by similar obligations.
Confidential Information does not include information that is public through no fault of the receiving party, was already known, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information if required by law, giving reasonable notice where permitted. These obligations survive termination for three (3) years, and indefinitely for resident and owner personal information.
Data Protection & Privacy
In performing the Services we process personal information about residents, owners, and applicants on your behalf. We process it only to deliver the Services, in line with your instructions, our Privacy Policy, and applicable privacy laws.
We maintain reasonable administrative, technical, and physical safeguards designed to protect personal information. If we become aware of a security incident affecting your data, we will notify you without undue delay and cooperate in good faith on response. You remain responsible for the lawfulness of the data you provide and for any notices or consents required from residents.
Intellectual Property
Arvallis retains all rights in its methods, software, templates, and the general know-how used to deliver the Services, including the Runbook framework. You retain all rights in your data, records, and materials you provide.
Your completed Runbook and the operational records we generate for your portfolio are licensed to you for your own use during the Term and provided to you on termination. Nothing here transfers ownership of either party's pre-existing intellectual property.
Representations & Warranties
Each party represents that it has the authority to enter into this Agreement and will comply with laws applicable to its role. You further represent that you have the right to enroll the doors you submit and to authorize the handling of Managed Funds for them. Arvallis warrants that it will perform the Services with reasonable skill and care as stated in Section 2.3.
Disclaimers
Except as expressly stated in this Agreement, the Services are provided "as is" and Arvallis disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted or error-free, or that any particular financial, occupancy, or operational result will be achieved. Arvallis is not a law firm, accounting firm, or brokerage and does not provide legal, tax, accounting, or brokerage advice.
Limitation of Liability
To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, even if advised of the possibility.
Except for the carve-outs below, each party's total aggregate liability arising out of this Agreement is limited to the fees you paid to Arvallis in the twelve (12) months before the event giving rise to the claim. This cap does not apply to your obligation to pay fees, to either party's indemnification obligations, to breaches of confidentiality, or to liability that cannot be limited by law (such as fraud, willful misconduct, or misappropriation of Managed Funds).
Indemnification
You will defend and indemnify Arvallis against third-party claims arising from your properties, your instructions, your breach of this Agreement, or your violation of law. Arvallis will defend and indemnify you against third-party claims arising from Arvallis's gross negligence, willful misconduct, or breach of its confidentiality obligations. The indemnifying party's obligations are conditioned on prompt notice, control of the defense, and reasonable cooperation.
Insurance
Arvallis maintains commercial general liability, professional liability (errors & omissions), and a fidelity/crime policy appropriate to handling Managed Funds, in commercially reasonable amounts. On request we will provide a certificate of insurance. You are responsible for maintaining property, casualty, and liability insurance on your properties, and for naming additional insureds where your Order Form requires it.
Compliance with Law
Both parties will comply with laws applicable to their respective roles, including fair housing, anti-discrimination, landlord-tenant, security-deposit, and privacy laws. Arvallis will follow fair-housing standards in resident-facing communications it handles for you. You remain responsible, as owner or manager of record, for property-level legal compliance, required licenses, and decisions reserved to you by law.
Force Majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control — including natural disasters, utility or network outages, bank or payment-processor failures, labor disputes, governmental action, or pandemics. The affected party will use reasonable efforts to resume performance promptly. Payment obligations are suspended only to the extent performance is actually prevented.
Dispute Resolution & Governing Law
This Agreement is governed by the laws of the State of New York, without regard to its conflict-of-laws rules.
Before filing a claim, the parties will try in good faith to resolve the dispute through senior representatives for thirty (30) days.
If a dispute is not resolved, the state and federal courts located in New York County, New York have exclusive jurisdiction, and each party consents to that venue. Each party waives any right to a jury trial to the extent permitted by law.
General Provisions
This Agreement, together with your Order Forms and signed Runbook, is the entire agreement between the parties and supersedes prior discussions on its subject matter.
If documents conflict, a signed negotiated addendum controls, then the Order Form, then the Runbook, then this Agreement.
We may update this Agreement on notice; changes apply at your next renewal. Negotiated terms may be changed only by a writing signed by both parties.
Neither party may assign this Agreement without the other's consent, except to a successor in a merger or sale of substantially all assets, on notice.
The parties are independent contractors. Nothing here creates a partnership, joint venture, or employment relationship, and neither party may bind the other except as expressly authorized.
Legal notices must be in writing and sent to legal@arvallis.com (for Arvallis) and to the contact on your Order Form (for you). Routine operational notices may be exchanged by email through your account contacts.
If a provision is unenforceable, the rest remains in effect and the provision is modified to the minimum extent needed. A party's failure to enforce a right is not a waiver of it.
Provisions that by nature should survive termination do so. This Agreement may be signed electronically and in counterparts, each of which is an original.
Signatures
By signing an Order Form, clicking to accept, or first authorizing payment, you agree to this Agreement. For a countersigned copy, the parties may execute below.
Questions about these terms? Write to legal@arvallis.com. © 2026 Arvallis Operations Co. All rights reserved.