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.
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.
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. The Virtual Assistant will provide services to the Client on an ongoing basis, starting from [insert the start date].]
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 who 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.
SUBCONTRACTING. In the performance of its obligations hereunder, the Virtual Assistant shall have the right, in its sole discretion, to assign, transfer, charge, delegate or subcontract its rights and responsibilities to any third party, provided that the Virtual Assistant shall remain responsible for the performance of any such third party. The Client shall not, without the Virtual Assistant’s prior written consent, assign or transfer in any other manner with all or any of the Client’s rights or obligations under the Agreement.
LOCATION OF SERVICE PERFORMANCE. Services shall be performed and provided virtually via email, fax, phone or other virtual means from the Virtual Assistant’s location in Chelmsford, United Kingdom.
OFFICE HOURS AND COMMUNICATION. Office hours are Monday through Friday, 9:00 am to 5:30 pm. Email is to be the 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 prescheduled. 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.
The Virtual Assistant will process the following personal data on behalf of the Client during the times and for the purposes specified below:
Email address, postal address, phone number, for the duration of the agreement. The data will be held to enable The Virtual Assistant to carry out the work.
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 the 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 the 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; (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.
INDEMNIFICATION. Both parties agree to defend, protect, indemnify and hold one another harmless from any. 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.
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:
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.