These definitions apply unless the context requires a different interpretation:
- “Agreement” means these Terms and Conditions together with the terms of any applicable Service or Task Specification;
- “Client” means the organisation or person who purchases services from the Virtual Assistant;
- “Virtual Assistant” means Zeina Barker of 30 Shelton Close, Tonbridge, Kent TN10 3DY contracted either as a consultant or as a freelancer for the purpose of completing the Task
- “Task” means the work or assignment for which the Virtual Assistant is to complete as per the terms of this agreement. The relevant detail of the Task is set out in Schedule 1 of this agreement.
- “Intellectual property” means intellectual property of every sort, whether or not registered or registerable in any country to the extent relating to the Task. This includes patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. It also includes intellectual property owned by the Buyer’s own customers that relates to the task.
- “Confidential information” means all information about a party to this agreement. It includes among other things: information about employees, their personal contact information, and businesses, methods of doing business, future plans, policies, suppliers and customers. It also includes any information related to the Client’s own clients.
- “Timetable” means the standard timesheet to be completed by the Virtual Assistant. Its standard format is set out in Schedule 2.
- “Pricing Plan” means the package of hours agreed to be purchased by the Client at the price stipulated under Pricing Plans in this agreement.
In this agreement, unless the context clearly indicates another intention: reference to writing includes post or e-mail; any reference to a person includes natural persons and partnerships, firms and other such unincorporated bodies, corporate bodies and all other legal persons of whatever kind and however constituted.
This agreement is to set out the terms and conditions between the Virtual Assistant and the Client whereby the Client may request the Virtual Assistant to complete the Task.
This agreement does not create any partnership, joint venture or employment relationship between the parties.
The Virtual Assistant works independently either in a consultancy capacity or as a freelancer for the restrictive purposes of this agreement and does not enjoy any implied authority to act on behalf of the Client otherwise than expressly authorised by the Client as per the details of the Task.
The terms of this agreement constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except agreed in writing between the parties. Each party acknowledges that, in entering into this agreement, it does not rely on any representation, warranty or other term not forming part of this agreement.
The Client shall not be entitled to assign this agreement nor all or any of his rights and obligations hereunder without the prior written consent of the Virtual Assistant. The benefit and obligations of this agreement shall be binding on any successor in title.
No variation to these terms can be made otherwise than in writing signed by both parties.
If Tasks on projects between the Virtual Assistant and the Client were assigned through the freelancers platforms Upwork and/or PeoplePerHour, the terms of service of these websites supersede this agreement and govern the working relationship.
FEES AND PAYMENT
- The fees for the performance of the tasks and services are as set out in the Pricing Plans. The Virtual Assistant shall invoice the Client monthly upon completion of tasks, a down payment of 20% applies on Intermediate and Professional plans.
- Invoiced amounts shall be due and payable immediately on pricing plans and within 14 days of receipt of invoice on adhoc tasks and/or projects. The Virtual Assistant shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at the rate of 5 per cent above the base rate of the Bank of England from the due date until receipt of payment..
Retainer pricing plans are in place for repeat clients, please note hourly rate on adhoc and translation projects are negotiated separately. Pricing plans are to be used within a calendar month, and any unused hours can be accrued for the following month. It is possible to negotiate more hours per calendar month to each plan, as per projects / tasks requirements.
“Starter Plan”: The Client agrees that the Starter Plan includes 10 hours of time to be used by the Virtual Assistant and that additional hours accrued above this will be billed at £27 per hour. The Starter Plan is charged at £250.
“Intermediate Plan”: The Client agrees that the Professional Plan includes 20 hours of time to be used by the Virtual Assistant and that additional hours accrued above this will be billed at £25 per hour. The Intermediate Plan is charged at £480.
“Professional Plan”: The Buyer agrees that the Plus Plan includes 40 hours of time to be used by the Supplier and that additional hours accrued above this will be billed at £23 per hour. The Professional Plan is charged at £880.
CANCELLATION OR AMENDMENT TO A PRICING PLAN
- The Client agrees that Pricing Plans are billed on their billing date and due immediately.
- The Client agrees that they will be billed once per calendar month until the Pricing Plan is cancelled or otherwise amended.
- The Client agrees that they must notify the Virtual Assistant of their intention to cancel or amend their Pricing Plan (including changing to a different Pricing Plan) at least 4 working days before the end of the month. This notice must be provided by email to email@example.com.
- Failure to provide this notice may result in the commencement and charge of a Pricing Plan for the subsequent month for which the Buyer agrees to make payment.
OTHER FEES AND EXPENSES
Travelling, hotel or other expenses agreed between the Virtual Assistant and the Client shall be itemised on the Virtual Assistant’s invoice and charged to the Client in addition to the agreed hourly charge for the relevant period.
All additional charges are payable net 7 days to the Virtual Assistant. Charges will include any itemised expenses and any additional time recorded by the Virtual Assistant in the previous month, regardless of whether the Task is deemed to be complete or is still ongoing at the point the Buyer is charged.
The full details of charges will be made available by the Virtual Assistant on the written application of the Client.
Payments will be made by the Client in pounds sterling by direct transfer to the Virtual Assistant’s bank account as notified to the Client or by PayPal as may be required by Virtual Assistant. The Virtual Assistant reserves the right to require full or partial payment in advance for the agreed work on the Task.
The Virtual Assistant reserves the right to charge the Client an interest in respect of the late payment of any money due under this agreement (both before and after judgment) at the rate of 5 per cent above the base rate of the Bank of England from the due date until receipt of payment. Refunds are made at the sole discretion of the Virtual Assistant only.
THE VIRTUAL ASSISTANT’S OBLIGATIONS
The Virtual Assistant shall make all reasonable efforts to ensure she has suitable skills and experience for the purpose mentioned by the Client in the Task; efficiently and diligently perform her duties and such other duties as from time to time be assigned on the special request of the Client; comply with the legitimate and reasonable instructions of the Client relating to the Task; and comply with the reasonable requirements concerning conduct and standards of behaviour of the Client.
To enable the Virtual Assistant to perform its obligations under this Agreement the Client shall
- co-operate with the Virtual Assistant;
- provide the Virtual Assistant with any information reasonably required by the Virtual Assistant to complete the task;
- obtain all necessary permissions and consents which may be required before the commencement of the services; and
- Comply with such other requirements as may be set out when agreeing tasks or otherwise agreed between the parties.
- The Client shall be liable to compensate the Virtual Assistant for any expenses incurred by the Virtual Assistant as a result of the Client’s failure to comply with Clause 1 above.
- Without prejudice to any other rights to which the Virtual Assistant may be entitled, in the event that the Client unlawfully terminates or cancels the services agreed to under any pricing plan, the Client shall be required to pay to the Virtual Assistant as agreed damages and not as a penalty the full amount of any third party costs to which the Virtual Assistant has committed and in respect of cancellations on less than five working days’ written notice the full amount of the services contracted for as set out in the pricing plan, and the Client agrees this is a genuine pre-estimate of the Virtual Assistant’s losses in such a case. For the avoidance of doubt, the Client’s failure to comply with any obligations under Clause 1 (above) shall be deemed to be a cancellation of the services and subject to the payment of the damages set out in this Clause.
- In the event that the Client or any third party, shall omit or commit anything which prevents or delays the Virtual Assistant from undertaking or complying with any of its obligations under this Agreement, then the Virtual Assistant shall notify the Client as soon as possible and:
- the Virtual Assistant shall have no liability in respect of any delay to the completion of any project;
- if applicable, the timetable for the project will be modified accordingly;
- the Virtual Assistant shall notify the Client at the same time if it intends to make any claim for additional costs.
ALTERATIONS TO THE SERVICE / TASKS
- The parties may at any time mutually agree upon and execute new Tasks. Any alterations in the scope of services to be provided under this Agreement shall be set out in the Task specification, which shall reflect the changed services and fees and any other terms agreed between the parties.
- The Client may at any time request alterations to the Service / Task specification by notice in writing to the Virtual Assistant. On receipt of the request for alterations the Virtual Assistant shall within 5 working days or such other period as may be agreed between the parties, advise the Client by notice in writing of the effect of such alterations, if any, on the fees and any other terms already agreed between the parties.
- Where the Virtual Assistant gives written notice to the Client agreeing to perform any alterations on terms different to those already agreed between the parties, the Client shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise the Virtual Assistant by notice in writing whether or not it wishes the alterations to proceed.
- Where the Virtual Assistant gives written notice to the Client agreeing to perform alterations on terms different to those already agreed between the parties, and the Client confirms in writing that the alterations are okay to proceed on those terms, the Service / Task Specification shall be amended to reflect such alterations and thereafter the Virtual Assistant shall perform this Agreement upon the basis of such amended terms.
- The Virtual Assistant warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
- Without prejudice to Clause 1 under Warranty, and except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the services to be provided by the Virtual Assistant.
In accordance with the General Data Protection Regulation (GDPR), the client consents to the processing of his all or any personal data (in manual, electronic or any other form) relevant to this agreement, by the Virtual Assistant bound by a duty of confidentiality provided that:
- The Virtual Assistant has provided appropriate safeguards in relation to the processing of data
- The Client as a data subject has enforceable rights and effective legal remedies; and
- There is an adequate level of protection to any Personal Data that is processed
Either party may terminate this Agreement forthwith by notice in writing to the other if:
- the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;
- the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
- the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
- the other party ceases to carry on its business or substantially the whole of its business; or
- the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
CONFIDENTIALITY AND INTELLECTUAL PROPERTY
All secrets or confidential information relating to the Client’s business, its employees, transactions or finance disclosed to the Virtual Assistant shall be regarded as having been disclosed in confidence. And shall not otherwise than in connection with the affairs of the Client be passed on to a third party or in any way be made use of by the Virtual Assistant at any time either during or after the termination of this agreement.
Subject to the previous sub-paragraph, the parties hereby undertake for themselves and/ or sub-contractor whose services they may use:
that they will not divulge to any person or otherwise make use of (and shall use their best endeavours to prevent the publication or disclosure of confidential information; and in any event; that they will explain to all relevant employees, agents and sub-contractors about the provisions of this paragraph and will take appropriate steps to ensure compliance with these provisions by their employees, agents and sub-contractors.
The Virtual Assistant procures that upon termination of, or at any time during a Task, a Virtual Assistant shall deliver to the Client all books, documents, papers, materials and other property (including any copies thereof) belonging to or relating to the business of the Client which may then be his/her possession or under his/her control.
In consideration of the final settlement of all invoices owed to the Virtual Assistant, the Virtual Assistant hereby assigns to the Client absolutely with full title guarantee all its right, title and interest in and to the Assigned Rights.
By “Assigned Rights”, this relates to any Intellectual Property Rights arising from work done on the Task which are capable of subsisting or being owned by the Virtual Assistant.
LIMITATION OF LIABILITY
The Virtual Assistant undertakes to make all reasonable efforts to ensure reasonable standards of skill, integrity and reliability.
The Virtual Assistant may be liable to the Client under or in connection with this agreement in respect of any default that may arise from breach of its contractual obligations arising under this agreement; and any work in the Task, representation, statement or tortuous act or omission including negligence arising under or in connection with this agreement. The disclaimer of liability will exclude the loss of profits, goodwill or any type of special, indirect or consequential loss (including loss or damage suffered by the Client as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the Virtual Assistant had been advised of the possibility of the Buyer incurring the same.
The Client acknowledges that the limitations and exclusions of the obligations and liabilities of the Virtual Assistant set out herein are reasonable and reflected in the charges payable to the Virtual Assistant hereunder. The Client shall accept risk and/or insure accordingly.
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
The Virtual Assistant and the Client are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The Virtual Assistant may engage sub contractors to provide all or part of the services being provided to the Client and such engagement shall not relieve the Virtual Assistant of its obligations under this Agreement.
The Client shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Virtual Assistant.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
Any notice to be given by either party to the other may be served by email or by post to the address of the other party given or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
If Tasks on projects between the Virtual Assistant and the Client were completed through the freelancers platforms Upwork and/or PeoplePerHour, the terms of service of these websites supersede this agreement and govern the working relationship.
NO THIRD PARTIES
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
This agreement shall be interpreted according to the Laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.
SCHEDULE 1: THE TASK
The full details and requirements of any Task asked of the Virtual Assistant will be provided in writing prior to its commencement.
The Client must also give an approximate estimation of the timescale expected for the completion for the task and/or any deadline for the completion of the task, before it’s commencement, if the Client or Virtual Assistant deems this relevant.
SCHEDULE 2: THE TIMESHEET
The Virtual Assistant will record the time spent working on each task via a secure online time-tracking application.
This application will accurately record time to assist the calculation of any invoice due to be paid by the Client.
The Client may request a detailed breakdown of the times logged by the Virtual Assistant for an on-going Task or a Task that has completed within the last month.
Once the terms and conditions have been issued, the Client will be subject to the terms.
Updated May 2018