In these terms and conditions “us” or “we” shall mean Claire Perry trading as Claire Perry Virtual Assistant of 48 Woodfield Crescent, Ivybridge, Devon PL21 0FB and “you” shall mean the person or entity named as the client in the Schedule.

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Basis of Agreement

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These Terms shall become binding on you and us, and a Contract shall be formed between us, upon the earlier of (a) you signing and returning the Contract; or (b) you instructing us to commence work in relation to the Contract (whether in writing, by email or orally), whichever is the earlier.

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Any quotation for the Services is given on the basis that a binding Contract shall only come into existence in accordance with the clause above.

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We reserve the right to vary these terms and conditions at any time upon notice to you.

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Our Services

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The Services to be provided under this Agreement shall be performed at 48 Woodfield Crescent, Ivybridge, Devon PL21 0FB unless agreed otherwise.

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Our normal office hours are Monday to Friday 0900hrs – 1700hrs BST (excluding national holidays). Weekday meetings/work outside of these hours may be charged at time and a half. In the event that support is required at weekends, a quote will be provided separately.

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Our Duties

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We shall:

- conduct all business matters in a professional manner;

- communicate fairly, professionally, and honestly with your clients, employees and suppliers;

- make an honest representation of our skills, experience, and qualifications;

- respect the confidentiality of your personal and business practices;

- keep personal data safe and secure, ensuring it is only used for its intended purpose in accordance with GDPR and the ICO.  (Please also refer to my Privacy Policy).

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Invoicing and Expenses

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In consideration of us providing the Services to you, you shall pay to us the charges set out in the Contract or as agreed in subsequent email correspondence between us.

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All the time that we spend working on the Services including, without limitation, research, administration, and communication (whether by telephone, email or otherwise) will be chargeable at the applicable hourly rate or included in the retainer hours.

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We shall submit an invoice to you for the charges for the Services and you shall pay each invoice, in full and in cleared funds, within seven (7) days of the date of the invoice to the bank account specified in the invoice.

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If the Services are being provided as part of a retainer, payment for each month is due monthly in advance and invoices will be delivered in advance of such month. Our charges for time spent are calculated in fifteen-minute units using hourly rates.

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Where a purchased package of hours or a retained service has been agreed, these hours must be used within one month of purchase.  Any time not used within the month will not be carried over to the following month.

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You shall reimburse us for all accommodation, subsistence, travelling and any other ancillary expenses reasonably incurred by us in providing the Services. These expenses shall be detailed in your invoice, and we may invoice you for such expenses at such times as we think appropriate.

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All postage, photocopying, stationery, printing, parking fees and telephone calls made on your behalf that are reasonably incurred by us as part of the provision of the Services will be invoiced at cost in addition to our stated charges.

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Force majeure

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If we are prevented from or delayed in performing our obligations by your act or omission (or of your agents, subcontractors, consultants, or employees) or by any circumstance outside of our control, we shall not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.

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Confidentiality

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We shall keep the Service confidential and not use it for personal gain or promotion without written consent from you. Your business affairs will not be discussed or disclosed to any third parties.

 

You will be the legal owner and will hold intellectual copyright of all work undertaken by us.

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You shall also keep in strict confidence all processes or initiatives which are of a confidential nature concerning our business.

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Liability

 

While we always endeavour to ensure the accuracy of the completed work supplied to you, it is your responsibility to verify its accuracy upon receipt and we shall not be liable for any inaccuracies or any losses directly or indirectly arising from such inaccuracies.  Any errors must be reported within three (3) days of receipt. Errors generated by Claire Perry Virtual Assistant will be rectified free of charge.

 

Further iterations or editing after any agreed end date may be subject to further fees.

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We shall not under any circumstances be liable for any consequential or indirect loss of any type suffered by you. Our total liability to you, whether in contract or otherwise, shall be limited to the price paid for the Services in the 12 months preceding any settlement or adjudication of any claim.

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Nothing in these terms and conditions excludes our liability for death or personal injury caused by our negligence or for fraud or fraudulent misrepresentation or for any other liability which cannot be excluded or limited by applicable law.

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You agree that we may communicate with you by email sent without encryption over the internet. We shall not be responsible for any loss or damage arising from unauthorised interception, re-direction, copying or reading of emails, including any attachments, nor shall we 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.

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Termination

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Either party may terminate a retainer Contract on 1 months’ notice for any reason. For those paying ad hoc either party may terminate a Contract on 72 hours' notice for any reason with no liability.

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You may terminate this Contract if we commit any serious or repeated breach or non-observance of any of the provisions of this Contract and such breach is not remedied within 14 days of notification of breach.

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We may terminate this Contract with immediate effect with no liability to provide any further services to you if at any time:​

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(a) you fail to make a payment when due and payable under this Contract;

(b) you commit any gross misconduct affecting our business;

(c) you commit any serious or repeated breach or non-observance of any of the provisions of this Contract;

(d) you are convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);

(e) you commit any fraud or dishonesty or carry out business or otherwise act in any manner which in our opinion brings or is likely to bring us into disrepute or is materially adverse to our interests.

(f) an order is made or a resolution is passed for your winding up, or circumstances arise which entitle a court of competent jurisdiction to make an order winding you up;

(g) an order is made for the appointment of an administrator to manage your affairs, business and property, or documents are filed with a court of competent jurisdiction for the appointment of an administrator for you, or notice of intention to appoint an administrator is given by you or your directors or by a qualifying floating charge holder;

(h) a receiver is appointed of any of your assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager for you, or if any other person takes possession of or sells your assets; 

(i) you make any arrangement or composition with your creditors, or make an application to a court of competent jurisdiction for the protection of your creditors in any way, or become bankrupt; or

(j) you cease, or threaten to cease, to trade; or

(k) you take or suffer any similar or analogous action in any authority in consequence of debt; or being an individual, you are subject to a bankruptcy order or are made bankrupt.

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Subcontracting

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In the performance of our obligations, we have the right to assign, transfer, charge, delegate or subcontract rights and responsibilities to one of our Associate Virtual Assistants, provided that we remain responsible for the performance of such Associate.

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No partnership or Joint Venture

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Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between us, nor constitute either of us the agent of another party for any purpose. 

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No Third-Party Rights

 

A person who is not a party to the Contract shall not have any rights under or in connection with it.

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Entire Agreement

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The Contract constitutes the entire agreement between us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in the Contract.

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Governing Law and Jurisdiction

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The laws of England and Wales shall govern this Agreement and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.