Terms and Conditions of Business - Victoria's Virtual Assistant Limited
CLIENT'S ATTENTION IS PARTICULARLY DRAWN TO CLAUSE 7.
1. Interpretation and Application
1.1 Definitions:
Business Day: A day other than Saturday, Sunday, or public holidays in England when banks in London are open for business.
Charges: The fees payable by the Client for the Services under Clause 5.
Commencement Date: The date specified in Clause 2.2 when the contract begins.
Conditions: These terms and conditions, as amended from time to time under Clause 10.5.
Client: The individual or firm purchasing Services from Victoria’s Virtual Assistant Limited (the Supplier).
Client Default: The meaning set forth in Clause 4.2.
Intellectual Property Rights: Rights including patents, trademarks, copyright, database rights, and related rights, whether registered or unregistered.
Order: The Client’s formal request for Services, confirmed by written acceptance.
Services: The virtual assistant, administrative, research, communication, social media, and other related services provided by the Supplier.
Supplier: Victoria's Virtual Assistant Limited.
1.2 Interpretation:
(a) References to statutes include any amendments or re-enactments.
(b) Terms like "including," "include," and "in particular" are illustrative, not limiting.
(c) "Writing" or "written" includes email.
2. Basis of Terms and Conditions
2.1 The Order is an offer by the Client to purchase Services according to these Conditions.
2.2 The Order is only accepted when the Supplier issues written confirmation, establishing the contract (Commencement Date).
2.3 Descriptions in marketing materials or on the Supplier’s website are approximations and do not form part of the contract.
2.4 These Conditions supersede any other terms proposed by the Client, whether written or implied by trade or practice.
2.5 The Client should keep a copy of these terms. Continuing with the services without signing means acceptance of these Conditions.
2.6 The Supplier may modify these terms with notice to the Client.
3. Supply of Services
3.1 The Supplier will provide Services during regular working hours (9 am to 5 pm, Monday to Friday, excluding Bank Holidays).
3.2 Performance dates are estimates, and time is not critical for the Services.
3.3 The Supplier can change Services to comply with laws or safety requirements, with notice to the Client.
3.4 The Supplier warrants that Services will be delivered with reasonable care and skill.
4. Client’s Obligations
4.1 The Client shall:
(a) Ensure the Services requested are accurate and fully brief the Supplier.
(b) Cooperate with the Supplier in all matters relating to the Services.
(c) Provide the Supplier access to facilities as required.
(d) Provide accurate information for the Supplier to perform the Services.
4.2 If the Client’s actions delay or prevent the Supplier from performing its obligations (Client Default):
(a) The Supplier may suspend Services until the Client rectifies the issue.
(b) The Supplier is not liable for delays or failures caused by Client Default.
(c) The Client must reimburse the Supplier for any losses due to the Client Default.
5. Charges and Payment
5.1 Charges:
Services are charged based on an hourly rate, calculated in minutes:
Rates range from £35-£40 per hour.
A standard day is calculated as 7 hours from 9 am to 5 pm.
Additional charges may apply for expenses incurred (e.g., travel, third-party services, materials).
5.2 The Supplier can increase its rates with 30 days' notice.
5.3 Invoices are issued upon completion of Services.
5.4 Payments are due within 7 days of the invoice date, in full and in cleared funds to the Supplier's designated account.
5.5 VAT is added to charges as applicable. The Client is responsible for VAT payments.
5.6 Late payments will incur 4% annual interest over the base rate, calculated daily.
5.7 Payments must be made without deduction or withholding, except as required by law.
6. Intellectual Property Rights
6.1 All Intellectual Property Rights in the Services are owned by the Supplier.
6.2 The Client acknowledges that use of third-party intellectual property is conditional on obtaining proper licensing from the Supplier.
7. Limitation of Liability
CLIENT'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
7.1 The Supplier’s liability is not limited for:
(a) Death or personal injury caused by negligence.
(b) Fraudulent misrepresentation.
(c) Breach of terms under the Supply of Goods and Services Act 1982.
7.2 The Supplier’s liability is excluded for:
(a) Loss of profit, sales, business, or savings.
(b) Loss or corruption of software, data, or information.
(c) Any indirect or consequential loss.
7.3 The Supplier’s total liability is limited to the amount paid for Services in the 12 months preceding a claim.
7.4 Sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded to the fullest extent permitted by law.
7.5 The Client is responsible for verifying the accuracy of work upon receipt.
7.6 The Supplier is not liable for issues arising from email communication or virus transmission.
7.7 This clause survives the termination of the agreement.
8. Termination
Either party may terminate the provision of Services immediately, without limiting other rights or remedies.
9. Consequences of Termination
On termination, the Client must immediately pay all outstanding invoices. The Supplier will invoice for any Services rendered but not invoiced, payable immediately.
10. General Provisions
10.1 Force Majeure: Neither party is liable for failure or delay in performance due to events beyond reasonable control.
10.2 Assignment: The Supplier may assign or subcontract its rights and obligations. The Client may not assign rights or obligations without prior written consent.
10.3 Confidentiality: Both parties agree to keep confidential information private, disclosing it only to necessary parties or as required by law.
10.4 Entire Agreement: This agreement replaces any prior understandings between the parties.
10.5 Variation: Changes to the terms must be in writing and signed by both parties.
10.6 Waiver: Failure to exercise rights does not waive those rights in the future.
10.7 Severance: If any provision is invalid, it is modified or deleted without affecting the rest of the agreement.
10.8 Notices: Notices must be delivered in writing to the parties' designated addresses, including via email.
10.9 Third Parties: Only parties to this agreement may enforce its terms.
10.10 No Partnership: This agreement does not create a partnership or joint venture between the parties.
10.11 Data Protection: The Supplier processes data as a Data Processor under the Data Protection Act 1998. The Client is the Data Controller.
10.12 Governing Law: The agreement is governed by the law of England and Wales.
10.13 Jurisdiction: Disputes will be settled by the courts of England and Wales.