Terms and Conditions/Client Agreement

Virtual Assistant Agreement. You will be sent a PDF version to sign when services are taken out.

This is an agreement between Helen Taylor, operating as Helen Taylor VA Services (Hereafter referred to as the Virtual Assistant) and [Client’s name], [Client’s business] (Hereafter referred to as the Client) (each a “Party” and collectively the “Parties”).

ACCEPTANCE OF AGREEMENT. The Client agrees to the terms and conditions outlined in this Agreement. This Agreement constitutes the entire and only agreement between the Virtual Assistant and the Client, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Virtual Assistant and Client relationship, the content, products or services provided by us and the subject matter of this Agreement.
1. Signature. A virtual signature may be used and recognised

ENGAGEMENT. The Virtual Assistant agrees to perform tasks and related services to and for the Client (the “Services”) as may be requested from time to time by the Client, including, but not limited to, the services specified on Exhibit A, or any subsequent Exhibits, to this Agreement (each a “Statement of Work”), in accordance with the terms and conditions set forth therein and in this Agreement.
FEES. As consideration for the Services to be provided by the Virtual Assistant and other obligations, the Client shall pay to the Virtual Assistant the amounts specified in the Statement of Work.
1. Expenses. The Virtual Assistant shall bill and the Client shall reimburse the Virtual Assistant for all reasonable and pre-approved out-of-pocket expenses that are incurred in connection with the performance of the Services.
2. Invoicing. The Virtual Assistant will bill the Client in advance of the execution of the Services specified in the Statement of Work.
3. Late payments. Payments not received by the due date will result in work cessation. The Virtual Assistant reserves the right to refuse completion or delivery of work until past due balances are paid. All materials or property belonging to the Client, as well as work performed, may be retained as security until all just claims against the Client are satisfied.
4. Interest on late payments. In the event the Client fails to remit payment of any amount due under this Agreement on or before the due date, in addition to any other rights the Virtual Assistant may have hereunder, the payment will accrue interest from that date due at the annual rate of 8% plus base rate above the base lending rate from time to time of the official dealing rate of the Bank of England, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgement and the Client shall pay the interest immediately on demand.

3.5. In the event of collection enforcement, the Client shall be liable for any costs associated with such collection, including, but not limited to, legal costs, attorney’s fees, courts costs, and collection agency fees.

TERM OF AGREEMENT. The Virtual Assistant shall provide, with reasonable care and skill, and otherwise in the manner customarily performed by service providers in the Virtual Service industry, services to the Client for a period of [start date] through to but not exceeding [end date]. [OR The Virtual Assistant will provide services to the Client on an ongoing basis starting from [insert the start date].]
1. Early Termination. Either Party may terminate this Agreement:

4.1.1. Immediately in the event that either Party breaches this Agreement; or

4.1.2. At any time upon 48 hours by written notice to the following email address: helen.taylorf1@outlook.com

Payment Upon Early Termination. In the event of such termination, The Virtual Assistant shall be paid for any portion of the Services that have been performed prior to the termination in accordance with the Statement of Work.
STATEMENT OF WORK. The Statement of Work and the obligations thereunder shall terminate upon the Client’s acceptance of all Services and Work Product contemplated therein and full payment to the Virtual Assistant thereunder. The Parties may enter into any subsequent Statement of Work for additional Services to be performed by The Virtual Assistant which shall be subject to the terms of this Agreement, unless otherwise specified. The additional Services will be agreed in subsequent email correspondence between the Parties.
CHANGES TO THE SERVICES. Any material changes to the Services, including the schedule, deliverables, and related fees, must be approved by the prior written consent of the Party not requesting the change.
LOCATION OF SERVICE PERFORMANCE. Services shall be performed and provided virtually via email, phone, social media and or other virtual means from the Virtual Assistant’s location in Derby, United Kingdom.
OFFICE HOURS AND COMMUNICATION. Office hours are Monday through Friday, 8:00 am to 5:00 pm. Email is the preferred primary form of communication between the Client and Service Provider. The Virtual Assistant is available for phone calls during office hours only.

Occasional calls of only a few minutes in duration are not typically billed to the Client. However, the time of both parties must be respected, and calls lasting over 10 minutes will be billed to the Client. Telephone meetings must be pre-scheduled. Cancellation requires a minimum of 24-hour advance notice. Missed meetings or cancellations without sufficient notice will be billed to the Client.

If the Client requests Services outside of the above specified hours, the Virtual Assistant reserves the right to charge an additional [50%] of the fees.

MATERIALS AND INFORMATION. The Client will provide all content, outlines, photos, product images, etc., necessary for any special projects. Source material must be clear and legible. The Client is responsible for furnishing all pertinent information, and for furnishing accurate, truthful and complete information necessary for the Virtual Assistant to perform or complete the Services. The Client ensures that the necessary permissions to use provided materials have been obtained.
GDPR COMPLIANCE. Both Parties hereby ensure that they are in full compliance with their respective obligations under the General Data Protection Regulation, (GDPR) (EU) 2016/679. Each Party will, if applicable, notify the other Party in a timely manner in the event of a data breach that involves the other Party’s data.
INDEPENDENT CONTRACTOR RELATIONSHIP. The Virtual Assistant's relationship to the Client shall be that of an independent contractor. Nothing in this Agreement shall be construed to create any partnership, joint venture, employer-employee or agency relationship between Client and Virtual Assistant. The Virtual Assistant shall not represent to any third party that any such relationship exists. The contractual relationship shall be non-exclusive. The Virtual Assistant shall be free to work with other companies so long as such work does not present a conflict of interest with regards to this Agreement or result in the disclosure of Confidential Information (defined below).
OWNERSHIP. All processes, methods, inventions, improvements, ideas, and other forms of intellectual property that the Virtual Assistant conceives, reduces to practice or develops during the term of the Agreement, alone or in conjunction with others, in connection with performance of the Services, including designs, data, software code, ideas, inventions, know-how, materials, marks, methods, procedures, tools, interfaces, and other forms of technology as well as any intellectual property rights of any kind therein (collectively, the “Work Process”), will be the sole and exclusive property of the Virtual Assistant.

All deliverables and works of authorship that the Virtual Assistant conceives, reduces to practice or develops during the term of the Agreement, alone or in conjunction with others, in connection with performance of the Services, including designs, data, software code, ideas, inventions, know-how, materials, marks, methods, procedures, tools, interfaces, and other forms of technology as well as any intellectual property rights of any kind therein (collectively, the “Work Product”), will be the sole and exclusive property of the Client. The Virtual Assistant hereby irrevocably assigns to the Client all right, title and interest worldwide in and to the Work Product and all intellectual property rights therein.
CONFIDENTIALITY. The Virtual Assistant may obtain access to information related to Client’s business (including trade secrets, technical information, business forecasts and strategies, marketing plans, customer and supplier lists, personnel information, financial data, and proprietary information of third parties provided to the Client in confidence) that the Client considers to be confidential or proprietary or the Client has a duty to treat as confidential. The Virtual Assistant will, unless having the written consent of the Client, (a) hold all Confidential Information in strict trust and confidence; (b) not use or permit others to use Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement; and (c) not disclose or permit others to disclose any Confidential Information to any third party without obtaining the Client’s express prior written consent on a case-by-case basis.
1. Exceptions. The Virtual Assistant's obligations with respect to any portion of the Client Information as set forth above shall not apply when Virtual Assistant can document that (i) it was in the public domain at the time it was communicated to the Virtual Assistant by the Client; (ii) it entered the public domain subsequent to the time it was communicated to the Virtual Assistant by the Client through no fault of the Virtual Assistant; (iii) it was in the Virtual Assistant's possession free of any obligation of confidence at the time it was communicated to the Virtual Assistant by the Client; or (iv) it was rightfully communicated to the Virtual Assistant free of any obligation of confidence subsequent to the time it was communicated to the Virtual Assistant by the Client.
2. Passwords. Should the Client decide to grant the Virtual Assistant access to the Client’s business and/or personal accounts, the Client does so entirely at their own risk, and the Client is fully responsible for ensuring the security of the Client’s data. The Client will be solely responsible for any loss, liability or violations that might occur as a result of such access as long as any such loss can be directly tied to the work carried out under this agreement.
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INDEMNIFICATION. Both parties agree to defend, protect, indemnify and hold one another harmless from any and all lawsuits, claims, damages, demands, liabilities or losses, including reasonable attorney fees and costs, brought, made or claimed as a result of any acts, including omissions, which are not outlined in this agreement.
WARRANTIES AND REPRESENTATIONS. Each Party hereby warrants and represents that such Party is free to enter into this Agreement, and that this Agreement does not violate the terms of any agreement between such Party and any third party.
LIMITATION OF LIABILITY. In no event will the Virtual Assistant be liable for any consequential, indirect, exemplary, special, or incidental damages arising from or relating to this Agreement. The Virtual Assistant’s total cumulative liability in connection with this Agreement, whether in contract or tort or otherwise, will not exceed the aggregate amount of Fees owed by the Client to the Virtual Assistant for Services performed under this Agreement during the 12 months preceding any settlement or adjudication of any claim.
1. [Insurance. Both parties/The Virtual Assistant affirm/affirms] that the appropriate insurance coverage with regards to the Services agreed upon has been obtained.][ This is in case either you or the client needs specific insurance for the work involved.]
WORK PRODUCT CONFORMITY. The Virtual Assistant further warrants that the Work Product will fully conform to the specifications, requirements and other terms set forth in this Agreement (the “Specifications”) and the attached Exhibit A. If the Client determines in its sole discretion that the Work Product does not conform to the Specifications, the Client shall inform the Virtual Assistant, within 3 working days of the Work Product delivery, of such nonconformity and the Virtual Assistant will repair or replace the Work Product without extra charge. If the Client does not voice any concerns within 3 working days, the Virtual Assistant is not obligated to do any remedial work free of charge. If the Client’s request goes beyond the Specifications, the request will not be considered a remedial request and the Virtual Assistant will inform and bill the Client with regards to the requested changes.
AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended or waived only with the written consent of both Parties.
FORCE MAJEURE. The Virtual Assistant shall not be considered in breach of this Agreement to the extent that performance of the obligations outlined herein is prevented by an event of Force Majeure, including but not limited to:

19.1.natural disasters (such as, but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods);

19.2.war, hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilisation, requisition, or embargo;

19.3.rebellion, revolution, insurrection, or military or usurped power, or civil war;

19.4.contamination by radioactivity from any nuclear fuel, or from any nuclear waste from the combustion of nuclear fuel, radioactive toxic explosive, or other hazardous properties of any explosive nuclear assembly or nuclear component of such assembly;

19.5.riot, commotion, strikes, go slows, lock outs or disorder.

DISPUTE RESOLUTION. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of England and Wales, without giving effect to the principles of conflict of laws. The Parties may agree to alternative methods of dispute resolution, including negotiation, mediation and arbitration. Unless any alternative dispute resolution procedure is agreed between the parties, the parties agree to submit to the exclusive jurisdiction of the Courts of England and Wales in respect of any dispute which arises out of or under this Agreement.
SEVERABILITY. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.
COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

Exhibit A

Statement of Work

Payment Terms
1. Virtual Assistant shall be paid at an hourly rate of [£ 28/hr.] in accordance with the completion of Services detailed in Section II. The Client shall be invoiced every [Invoicing Time] week(s) for payment to the Virtual Assistant.

Reimbursable Expenses
1. The Virtual Assistant shall not be authorised to incur on behalf of the Client any expenses and will be responsible for all expenses incurred while performing the Services.

OR [Delete the one that does not apply.]

The Virtual Assistant may incur expenses as expressly specified below which will be reimbursed by the Client.
[Add the things you would be reimbursed for in an itemised list. For example, petrol, stationary, printing, etc.]

This agreement was last updated on 8th September 2020.

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