These Standard Terms of Business form part of the Service Agreement attached
The Service Agreement confirms the agreed Virtual Assistant services, details of which are attached as Schedule 1 (“the Services”) that will be provided by me (hereafter “the Company”) to you (hereafter “the Client”) in accordance with the terms of this Agreement.
Proposals for further projects may be agreed by the Client and the Company from time to time.
Once the Service Agreement is signed by both parties it shall be incorporated into and form part of this Agreement.
1. Commencement and Term
The Agreement shall commence on the date when it has been signed by both parties and shall continue, unless terminated earlier in accordance with its terms, until either party gives to the other not less than 3 months’ written notice to terminate.
Either party may terminate the Agreement immediately upon written notice to the other in the event of:
- any material breach of the Agreement by either party, if such breach is not remedied (if capable of remedy) within 30 days after the service of a written notice requiring the breach to be remedied;
- the other party becoming insolvent, entering into liquidation either voluntary or compulsory (save for the purpose of reconstruction or amalgamation), passing a resolution for its winding up, having a receiver or administrator appointed over the whole or any part of its assets, making any composition or arrangement with its creditors or taking or suffering any similar action in consequence of debt, or ceasing or threatening to cease to carry on business.
During any notice period, this Agreement will remain in full force and effect and the rights and obligations of the parties will continue, including payment of the Company’s Service Fees, Expenses and Disbursements identified in this Agreement.
2. Representations and Warranties
The Company agrees with the Client that during the term of this Agreement it will:
- protect and promote the Client’s interests, act loyally and faithfully towards the Client and perform the Services with reasonable care and skill;
- observe all reasonable health and safety rules and regulations and security requirements that apply at any of the Client’s premises that have been communicated to the Company;
- take reasonable care of all Client materials in its possession and make them available for collection by the Client on reasonable notice and request, always provided that the Company may destroy the Client’s materials if the Client fails to collect them within a reasonable period of time following the termination of the contract; and
- to the best of its knowledge and belief, not infringe any third-party rights or be in any way contrary to the laws of England and Wales in the work it creates, subject to any legal or other advice provided to the Company and communicated to the Client.
The Client agrees with the Company that during the term of this Agreement it and its representatives will be responsible for:
- the accuracy, completeness and propriety of information concerning the Client’s organisation, products and services;
- rights, licences and permissions to use materials furnished to the Company by the Client or by a third party on the Client’s behalf;
- compliance with all laws and regulations applicable to the Client’s business (including all securities laws and regulations); and
- warrants that to the best of its knowledge, information and belief all information supplied to the Company before, during and after the Agreement shall be accurate and not in any way contrary to the laws of England and Wales and that it is entitled to provide such information to the Company for its use without recourse to any third party.
The Client shall indemnify and keep indemnified the Company from and against any and all damage, loss, costs, expenses (including legal costs and expenses) and liability whether civil or criminal which the Company may incur or suffer resulting from any act, neglect or default of the Client or its agents, employees or licensees, or from the infringement of the intellectual property rights of any third party or any successful claim for defamation, or from any governmental investigation, proceeding or administrative hearing regarding Services under this Agreement, or from any issue of safety or product liability or the nature, use or performance of the Client’s products or services, provided that such liability was not incurred by the Company through any default in performing its obligations under the Agreement.
The Company’s maximum aggregate liability to the Client shall in no circumstances exceed an amount equal to the Company’s Professional Indemnity cover, which the Company shall disclose to the Client upon request;
The Company shall not be liable for:
- any loss or damage suffered by the Client arising out of any act, omission, misrepresentation or error made by or on behalf of the Client or arising from any cause beyond the Company’s reasonable control; or
- any consequential loss or damage of any kind whether caused by tort (including negligence), breach of contract or otherwise, and whether or not such loss or damage was foreseeable; or any social media activity conducted without the Company’s knowledge or outside of its control.
4. Company Services and Fees
Services are provided remotely unless requested by the Client with a minimum of 5 working days’ notice. All requests made by the Client for attendance in person are subject to the Company’s availability and the Client will be liable to pay travel costs at the Company’s standard hourly rate.
The minimum turnaround time for work is 72 hours unless expressly agreed by the Company in writing. Work requiring a quicker turnaround time or that needs to be conducted outside of core hours may be subject to additional fees.
Fees are calculated on an hourly rate basis with time rounded to the nearest 15 minutes, based on information supplied by the Client. If the information supplied is incomplete or misleading or the Client’s plans are subsequently amended, leading to an increase in the work required from the Company, the Company reserves the right to increase the fees accordingly.
Fees apply to work carried out in the United Kingdom only. They do not apply to supervision of work performed outside that territory, for which the Company reserves the right to charge a further fee.
Fees will be reviewed on 1st January each year and may be subject to increases.
5. Expenses and Disbursements
In addition to the Company’s Service Fees, the Company will charge the Client for all items and any other third-party costs approved by the Client in advance.
The Company’s Service Fees shall be exclusive of disbursements and expense items relating to the Services, including but not limited to:
- Photocopying and stationery
- Postage and packaging, including couriers if needed, telephone and other communications
- Special events, meetings, conferences etc
- Specialist IT software
- Travel, accommodation and subsistence charges and allowances
6. Payment Terms
Unless otherwise agreed, the Company’s Service Fees, expenses and disbursements will be invoiced monthly in arrears. All invoices rendered by the Company will be due and payable within 7 days of the invoice date.
All sums payable under the Agreement shall be paid in full without deduction, withholding or set-off.
The Client agrees to pay immediately upon presentation any invoices in respect of advance or instalment payments required to be made to other third parties, including suppliers.
Overdue payments shall attract interest at an annual rate of 8% above the Bank of England Base Rate as it applies from time to time. Interest shall accrue on a daily basis from the date payment becomes due until the Company has received payment of the overdue amount together with all accrued interest.
The Company and/or persons or companies acting on its behalf or as its agents reserve the right to charge and recover all costs incurred in connection with the pursuance and/or recovery of outstanding sums.
If payment is not made by the Client to the Company in accordance with these terms, and the Client does not remedy the breach within 14 days of written notice to do so, the Company will have the right to terminate the Agreement immediately by notice in writing to that effect.
7. Amendment and Cancellation
Any request by the Client to amend or halt any plans or to cancel work in progress shall be implemented by the Company as far as this is possible within the terms of its contractual obligations to suppliers. The Client shall be responsible for any costs or expenses incurred or to which the Company is committed prior to, or as a result of, the cancellation or amendment and which cannot be recovered by the Company. The Client shall pay the Company’s fees covering the cancelled or amended Services, as well as any charges raised by third parties arising from the cancellation or amendment and shall assume the Company’s liability under all contracts the Company is unable to cancel and agrees to indemnify the Company in accordance with the Indemnity Clause herein in respect of such amendments or cancellations.
8. Confidential Information and Data Protection
Where the Client requires the Company to receive information that is subject to the Data Protection Act 2018 or any applicable statutory or regulatory provisions including European Directives and regulations in force from time to time including, but not limited to, the General Data Protection Regulation ((EU) 2016/679) (GDPR), the Company will abide by the provisions of the GDPR in receiving the data.
The parties agree to treat as confidential information concerning the other’s business, customers, suppliers or associated companies which they may acquire during the course of this Agreement. The parties also agree not to disclose or permit to be disclosed or make use of such confidential information at any time for any reason during or after the termination of the Agreement.
For the avoidance of doubt, the restrictions in this Clause shall not prevent:
- the disclosure or use of information in the proper performance of the Company’s duties;
- the disclosure of information if required by law; or
- The disclosure of information which is already in the public domain otherwise than through unauthorised disclosure by the Client or Company.
Nothing in the Agreement shall prevent the Company from using the name of the Client in any list of clients used by the Company for its own promotional purposes unless the Client has notified the Company in writing that it is unwilling for its name to be so used.
The provisions of this clause shall survive the expiry or termination of the Agreement.
Neither party shall be liable for any delay in performing or failure to perform its obligations under the Agreement to the extent that and for so long as the delay or failure results from any cause or circumstance whatsoever beyond its reasonable control (an “event of force majeure”) provided that the event of force majeure is not due to the fault or negligence of that party. Each party shall use its reasonable endeavours to minimise the effects of any event of force majeure.
Immediately upon becoming aware of any event of force majeure, the affected party shall notify the other party of the manner and extent to which its obligations are likely to be prevented or delayed, and the dates of performance of any obligations affected shall be postponed for so long as is made necessary by the event of force majeure.
If any event of force majeure continues for a period longer than two months, either party may terminate the Agreement with immediate effect on giving written notice to the other party and neither shall be liable to the other for such termination. In case of termination, any sums due to either of the parties shall be paid immediately.
10. Entire Agreement, Amendment, Waiver
The Agreement, these Standard Terms of Business and the documents referred to in them contain the whole agreement between the parties and supersede any previous agreement between them relating to the subject matter of the Agreement, whether written or oral. The parties acknowledge that neither of them has relied upon any representation, written or oral, of any person but only as expressly set out in the Agreement.
Any valid alteration to or variation of the Agreement must be in writing and signed on behalf of each of the parties by a duly authorised representative.
No failure of either party to enforce at any time or for any period any term or condition of the Agreement shall constitute a waiver of such term or of that party’s right later to enforce all terms and conditions of the Agreement.
If any provision of the Agreement is declared by any judicial or other competent authority to be illegal, void, voidable or otherwise unenforceable, or indication of the same is received by either of the parties from any relevant competent authority, such provision shall be deemed severed from the Agreement and the remaining terms of the Agreement shall remain in full force and effect.
Any notice to be served on the other party shall by sent by recorded delivery, registered post or email. Notices sent by registered post or recorded delivery shall be deemed to be served within 72 hours of posting, and by email within 24 hours if sent to the correct e-mail address of the addressee.
In the event of a dispute arising between the parties, they agree to appoint an independent mediator to assist in resolution of the dispute. Failing agreement over the identity of the mediator, they agree to make a request to the Chartered Institute of Arbitrators for the appointment of a mediator.
14. Law and Jurisdiction
The Agreement is governed by and is to be construed in accordance with the laws of England and Wales. Each party hereby irrevocably agrees to submit to the exclusive jurisdiction of the Courts of England and Wales.