Terms and Conditions of Engagement

THE CLIENT'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 7. 

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1.0 INTERPRETATION AND APPLICATION 

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1.1 Definitions

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Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business. 

Charges: the amount payable by the Client for the supply of the Services in accordance with Clause 5. 

Client Property: all data, documents, books, manuals, materials, records, correspondence, papers and information (on whatever media and wherever located, including copies) relating to the business affairs of the Client or its customers and business contacts, and any hardware or software provided for the Supplier's use by the Client during the Engagement, stored, produced or maintained by the Supplier.

Commencement Date: the date on which the Order is accepted by the Supplier in written form at which point the Order and Contract comes into existence. 

Conditions: these terms and conditions as amended as needed in accordance with Clause 10.5.

Contract: the contract between the Client and the Supplier for the supply of Services in accordance with these Conditions and the Order.

Client: the person, company, or group that purchases Services from the Supplier. 

Client Default: has the definition set out in Clause 4.2.

Intellectual Property Rights: 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 protect the confidentiality of, confidential information (including know-how), 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. 

Order: the Client's order for Services as set out in the Client's written acceptance of the Services to be supplied by the Supplier. 

Services: the services, including virtual assistant and personal administrative services, research, communication (whether by telephone, email, text message or otherwise) and other services pertaining to social media provided and supplied by the Supplier to the Client. 

Supplier: Megan Fairburn, Virtual Assistant.

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1.2 Interpretations

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a. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

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b. any phrase introduced by the terms including ‘include,’ ‘in particular,’ or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and 

 

c. a reference to writing or written includes email and text messages.

 

2.0 BASIS OF TERMS AND CONDITIONS:

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2.1 The Order constitutes an offer by the Client to purchase Services in accordance with these Conditions. 

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2.2 The Order shall only be deemed to be accepted when the Supplier issues acceptance in written form at which point the Order and Contract comes into existence (Commencement Date). 

 

2.3 Any descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained on the Supplier's website or advertising material are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of these terms and conditions or have any contractual force.

 

2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which may be implied by trade, custom, practice or course of dealing.

 

2.5 You should print or otherwise save a copy of these terms and conditions for your records. If you do not sign below but continue to instruct us, you shall be deemed to have agreed to the terms and they shall be duly incorporated. 

 

2.6 The Supplier reserves the right to vary these terms and conditions at any time and upon notice to you. 

 

2.7 The Client’s continued instruction or use of the Services after receipt of these Conditions shall be deemed conclusive evidence of their acceptance, even if unsigned or provided electronically.

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3.0 SUPPLY OF SERVICES

 

3.1 The Supplier’s standard working hours are 08:00 to 17:00 on Mondays, Wednesdays and Fridays (excluding UK public holidays). Availability on Tuesdays and Thursdays will be at the Supplier’s discretion and must be agreed in advance.

 

3.2 While the Supplier will use reasonable endeavours to meet agreed performance dates, any such dates are estimates only, and time shall not be of the essence. Quality of Services will take precedence over speed of delivery.

 

3.3 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Client in any such event. 

 

3.4 The Supplier warrants to the Client that the Services will be provided using reasonable care and skill. 

 

3.5 Should the Supplier be unable to provide the Services due to illness or injury, the Supplier will advise the Client of that fact as soon as reasonably practical. For the avoidance, of doubt, no fee shall be payable in accordance with Clause 5 in respect of any period during which the Services are not provided. 

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4.0 CLIENT'S OBLIGATIONS

 

4.1 The Client shall: 

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a. make their payment to the Supplier for the Order within the agreed period of time as set out in the Contract;

 

b. provide accurate and necessary information, access or resources needed by the Supplier to complete the Order; and

 

c. not engage in unethical, abusive or unprofessional conduct towards the supplier. 

 

4.2 If the Supplier's performance of its obligations is delayed, hindered or prevented by any act or omission of the Client (a “Client Default”), the Supplier shall be entitled, without liability, to suspend performance of the Services until such time as the Client remedies the Client Default.

 

a. the Supplier has the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays the Supplier's performance of any of its obligations;

 

b. the Supplier shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this Clause 4.2; and 

 

c. the Client shall indemnify and hold harmless the Supplier against any costs, losses, or liabilities incurred by the Supplier as a result of a Client Default, including reasonable professional and legal fees.

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5.0 CHARGES AND PAYMENT 

 

5.1 The charges for the Service shall be calculated in minutes on an hourly rate:

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a. the Charges shall be calculated in accordance with the Supplier's standard hourly fee rates of £25-35 per hour depending on task type, priority and other factors;

 

b. theSupplier's standard hourly fee rates for each Client are calculated on the basis of an eight-hour day from 08:00 to 17:00 worked on Business Days;

 

c. the Supplier shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials. All stationary, materials, postage and other administrative costs reasonably incurred by us as part of the provision of the Services will be invoiced at cost in addition; and

 

d. all time spent on the Client’s tasks is recorded in minutes and charged in increments of 15 minutes, with a minimum billing of 15 minutes per task.

 

5.2 The Supplier reserves the right to increase its standard daily fee rates and the Supplier will give the Client written notice of any such increase 30 days before the proposed date of the increase. 

 

5.3 The Supplier shall invoice the Client on completion of the Services. 

 

5.4 The Client shall pay each invoice submitted by the Supplier:

a. within 14 days of the date of the invoice; and 

b. in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence. 

 

5.5 All amounts payable by the Client under these terms and conditions are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under these terms and conditions by the Supplier to the Client, the Client shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services. 

 

5.6 If the Client fails to make any payment by the due date, the Supplier reserves the right to charge interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

 

5.7 The Client shall pay all amounts due for Charges under these terms and conditions in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting its rights or remedies, set off any amount owing to it by the Client against any amount payable by the Supplier to the Client. 

5.8 If the Client has purchased a monthly retainer package, the purchased hours cannot be carried over to the next calendar month, and cannot be refunded. Any additional hours required will be charged at the standard hourly rate or priority hourly rate as requested by the Client.

 

6.0 INTELLECTUAL PROPERTY RIGHTS

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6.1 All Intellectual Property Rights in any deliverables or materials produced by the Supplier in connection with the Services shall remain the property of the Supplier unless expressly assigned in writing. Upon full payment of all fees due, the Supplier grants the Client a non-exclusive, non-transferable, royalty-free licence to use such deliverables strictly for its internal business purposes.

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6.2 The Client acknowledges that, in respect of any third party Intellectual Property Rights, the Client’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Client. 

 

7.0 LIMITATION OF LIABILITY

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THE CLIENT'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF THIS CLAUSE.

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7.1 Nothing in these terms and conditions shall limit or exclude the Supplier's liability for: 

 

a.death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

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b. fraud or fraudulent misrepresentation; or

 

c. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law. 

 

7.2 Subject to Clause 7.1, the Supplier shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these terms and conditions for:

 

a. loss of profits;

 

b. loss of sales or business;

 

c. loss of agreements or contracts;

 

d. loss of anticipated savings;

 

e. loss of use or corruption of software, data or information;

 

f. loss of damage to goodwill; and

 

g. any indirect or consequential loss.

 

7.3 Subject to Clause 7.1, the Supplier's total liability to the Client in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total amount paid by the Client under the Contract in the 12-month period immediately preceding the event giving rise to the claim.

 

7.4 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from these terms and conditions. 

 

7.5 The Supplier endeavours at all times to ensure the accuracy of the completed work supplied to you, it is the Client’s responsibility to verify its accuracy upon receipt and the Supplier shall not be liable for any inaccuracies or any losses directly or indirectly arising from such inaccuracies. Any errors notified to the Supplier within 14 days of completion will be rectified by them free of charge. 

 

7.6 The Client agrees that the Supplier may communicate with them by email sent without encryption over the internet. The Supplier shall not be responsible for any loss or damage arising from unauthorised interception, re-direction, copying or reading or emails, including any attachments, nor shall they be responsible for the effect on any computer system (or any loss or damage arising from any such effect) of any emails, attachments or viruses which may be transmitted by this means. 

 

7.7 The Supplier shall not be liable for any delay, data loss, or service disruption caused by third-party platforms, software, or systems used or accessed in connection with the Services.

 

7.8 This Clause 7 shall survive termination of these terms and conditions. 

 

8.0 TERMINATION

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8.1 Without limiting its other rights or remedies, either party may terminate provision and supply of the Services with immediate effect. 

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8.2 Either party may terminate this Agreement at any time with not less than 14 days’ written notice to the other party, or immediately in the event of material breach.

 

9.0 CONSEQUENCES OF TERMINATION

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9.1 On termination for any reason, the Client shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and fees and, in respect of Services supplied, but for which no invoice has been submitted, the Supplier shall submit and invoice, which shall be payable by the Client immediately on receipt. 

 

9.2 Notice of cancellation or pausing must be given by the Client prior to the next calendar month starting. There are no refunds for unused hours once the service has been cancelled. Retainers are invoiced monthly in advance, and unused time is not transferable. 

9.3 Upon termination, the Supplier shall return or securely destroy all Client Property in its possession upon request, subject to any legal or regulatory obligations to retain such data.

 

10.0 GENERAL CONDITIONS

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10.1 Force majeure

Neither party shall be in breach of these terms and conditions nor liable for delay in performing, or failure to perform, any of its obligations under them if such delay or failure result from events, circumstances or causes beyond its reasonable control. 

 

10.2 Assignment and other dealings

 

a. The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under these terms and conditions and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent. 

 

b. The Client shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under these terms and conditions. 

 

10.3 Confidentiality

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Each party shall not disclose any confidential information concerning the business or affairs of the other party to another person, except as permitted by Clause 10.3.

 

Each party may disclose the other party's confidential information: 

 

a. to its employees, officers, representatives, subcontractors or advisors who need to know such information for the purpose of carrying out the party's obligations under these terms and conditions. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this Clause 10.3; and 

 

b. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. 

Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under these terms of conditions. 

 

10.4 Entire agreement

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a. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. 

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b. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement. 

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10.5 Variation

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No variation shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 

 

10.6 Waiver

 

A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not: 

 

a. waive that or any other right or remedy; or 

 

b. prevent or restrict the further exercise of that or any other right or remedy. 

 

10.7 Modifications

If any provision or part-provision of these terms and conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these terms and conditions

 

10.8 Notices

 

a. Any notice or other communication given to a party under or in connection with these terms and conditions shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or email. 

 

b. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in Clause 10.8a; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission. 

 

c. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action. 

 

10.9 Third Parties

 

No one other than a party to these terms and conditions shall have any right to enforce any of its terms. 

 

10.10 No Partnership

Nothing is intended to or shall be deemed to constitute a partnership or joint venture of any kind between the parties, nor constitute agency of another party for any purpose and neither party can bind the other. 

 

10.11 Data

 

The Supplier shall comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. The Supplier shall process personal data only in accordance with the Client’s instructions, and both parties agree to implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction or damage.

 

10.12 Governing Law

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These terms and conditions, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales. 

 

10.13 Jurisdiction

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Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these terms and conditions or its subject matter or formation.

 

10.14 Survival

 

Clauses relating to payment, confidentiality, limitation of liability, intellectual property rights, and any other provisions which by their nature are intended to survive termination, shall remain in full force and effect after termination of this Agreement.