Online Terms and Conditions

1.1 These Terms and Conditions. These Terms and Conditions, together with any email correspondence detailing our services and pricing, forms the entire agreement between you and us, and governs the provision of our virtual assistant services to you (the Agreement). By instructing us to proceed with the requested work, you agree to the terms and conditions set out below.

1.2 Term. This Agreement begins when you instruct us to proceed with the work and will continue until the work has been completed or if terminated earlier in accordance with clause 10.

1.3 Quotation Validity. Any quotation given by us is only valid for a period of 20 business days from its date of issue.

2.1 Fees. You agree to pay us the fees set out in the applicable quotation or email correspondence provided by us.

2.2 When is payment due. Unless otherwise stated in the applicable quotation or email correspondence, the fees for our services will be paid as follows: the full fee is due upfront before work commences. We will send you an invoice and you agree to pay within 7 days of receipt. Work will not commence until payment has been received. A minimum booking of 1 hour applies to all work. For ad hoc work, any unused deposit hours will be refunded.

2.3 Additional fees. If we incur additional expenses when providing the services to you, you will reimburse us for pre-approved reasonable expenses that are documented with corresponding receipts.

2.4 VAT. VAT is not chargeable on the services we provide.

2.5 Satisfaction and Refunds. If you are unsatisfied with the Services provided, you must notify us in writing as soon as reasonably possible. We will be given a reasonable opportunity to discuss your concerns and to redo or amend the work to your satisfaction. If, following that opportunity, you remain unsatisfied, a refund will be issued for the relevant work. Please note that no refund will be given for work already completed where you have changed the direction or requirements of the work after it has commenced.

2.6 How to pay. Payment of our fees is by bank transfer, the details of which we will provide to you on our invoice.

2.7 Late Payment. A late payment fee of £10 will be applied to any invoice not paid within 7 days of the due date.

2.8 Fee increases. Our fees may change from time to time. We reserve the right to increase our fees on an annual basis each April. We will notify you in advance of any fee increases and you will have the option to terminate this Agreement if you are unable to agree the new fees.

3.1 Independent Contractor. We will at all times be an independent contractor and our work activities and working methods will at all times be exclusively for us to determine, supervise, direct and control. You will not seek to supervise, direct or control us in the provision of any of our services.

3.2 Responsibility of Services. We will at all times be exclusively responsible for organising, and entitled to organise, where, when, how and in what order the services are provided, but shall liaise with you to ensure that account is taken of the impact of the timing of the provision of the services.

3.3 Free to engage or provide services to others. The engagement under this Agreement is mutually non-exclusive. At any time we are able to provide, to other clients, services which are the same as or similar to the services we provide you, and you may engage other contractors to provide you with services which are the same as or similar to our services.

3.4 Substitution. We may, at our complete discretion and on one or more occasions, substitute ourselves or engage third-party associates to perform our services, provided that any assistant or associate chosen by us possesses the requisite skills and experience. We will make reasonable efforts to avoid or minimise such changes and will consult with you in advance about any proposed changes in personnel. You may only refuse to accept any such assistant or associate if, in your reasonable opinion, they lack the necessary skills or experience.

3.5 Responsibility for Substitute. Any act or omission of any substitute assistant shall, for the purposes of this Agreement, be deemed to be an act or omission of us.

3.6 No continuing obligations. The engagement under this Agreement does not create any mutual obligations on the part of you or us to offer or accept any further contract, engagement or services. No continuing relationship will be created or implied.

3.7 Relationship Status. Nothing in this Agreement shall be deemed to create any partnership, joint venture, agency or employment relationship between us.

4.1 Your warranties. You represent and warrant that you:

• can legally enter into this Agreement and grant all relevant rights,
• will perform your obligations under this Agreement in compliance with all applicable laws, rules and regulations,
• will cooperate with us in all matters relating to our services, and
• will provide us with all the necessary information, materials and assistance we may reasonably require to supply the services, ensuring that such information is complete and accurate in all material respects.

4.2 Our warranties. We represent and warrant that we:

• can legally enter into this Agreement and grant all relevant rights,
• will perform our obligations under this Agreement in compliance with all applicable laws, rules and regulations,
• will provide our services with reasonable care and skill and in accordance with industry standards, and
• will provide you our services as described in the Agreement.

4.3 Timing. All timings for provision of our services will be agreed in advance with you. We will use all reasonable endeavours to meet any performance dates or turnaround timings, but any such dates are estimates only and failure to perform the services by such dates will not give you the right to terminate this Agreement.

4.4 Suspension of Service. If our ability to perform our services is prevented or delayed by any failure by you to fulfil any obligation listed above, we will be entitled to suspend performance of our services until you remedy your default and may be entitled to terminate the Agreement if the default persists. We will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the services as a result of your default.

5.1 AI Definition. Artificial Intelligence (AI) refers to the use of computer systems, software, or applications that are designed to perform tasks that would normally require human intelligence. This includes, but is not limited to, capabilities such as learning, reasoning, problem-solving, perception, language understanding, and interaction.

5.2 Use of Artificial Intelligence. We integrate AI tools and technologies into our service offerings to enhance efficiency, productivity, and the quality of our services. We ensure that the use of AI is transparent and that clients are informed about the extent to which AI tools are used. The tools we are currently using are set out below:

Any data processed by AI tools will be handled in compliance with applicable data protection legislation. Please see our Privacy Policy for further information.

5.3 Additional AI Tools. In addition to the tools listed above, we may from time to time use other AI tools to assist with our services. Where we do so, we will ensure they are used in accordance with this Agreement and applicable data protection legislation.

5.4 Human Review of AI Output. All output generated by AI tools is reviewed, checked and amended by us before being used or delivered to you. We do not deliver AI-generated content without human review and, where necessary, significant amendment to ensure it meets your requirements.

5.5 Limitations of AI. Although we strive to ensure accuracy and reliability in our AI tools, they are not without limitations, and we do not guarantee their accuracy, completeness, or suitability. It is important that you independently verify your satisfaction with AI-generated outputs before relying on them in any capacity.

5.6 Your Rights. You have the right to: request further details regarding our use of AI in your particular case; object to decisions made solely by AI that have a legal or similarly significant impact on you; and ask us to review how your personal data is processed by AI tools and request corrections if necessary. Please contact us at hello@va4uvirtualassisting.co.uk to exercise any of these rights.

6.1 IP Ownership. Each party retains ownership of their own respective IP. Subject to clause 6.2, all IP Rights arising out of or in connection with the services (other than IP Rights in any materials provided by you) will be owned by us.

6.2 IP Assignment for Deliverables. For any services provided by us in relation to creative, graphic, website and copywriting services, you will become the owner of all the IP in any content created by us. In consideration of the fees paid by you, we will assign to you, absolutely with full title guarantee, all IP in the specific deliverables listed in the quotation stage in our emails with you.

6.3 Waiver of Moral Rights. In consideration of the fees paid, we unconditionally and irrevocably waive, in respect of the deliverables, all moral rights to which we may now be entitled under the Copyright, Designs and Patents Act 1988 as amended from time to time.

6.4 IP Licence from us. We agree to grant you a fully paid-up, irrevocable, worldwide, non-exclusive, royalty-free, perpetual licence to copy, use, exploit and retain any other IP (owned by us) for the purposes of receiving and using our services in your business. You may not sub-licence, assign or otherwise transfer the rights granted in this clause.

6.5 IP Licence from you. You agree to grant us a fully paid-up, worldwide, non-exclusive, royalty-free, perpetual licence to copy and modify any materials provided by you to us for the term of this Agreement for the purpose of providing our services to you.

6.6 IP Indemnity. You will indemnify and keep us indemnified at all times against any and all actions, claims, proceedings, costs and damages arising out of our use of your intellectual property whilst providing our services to you.

Our standard working hours are Monday to Friday, 9am to 5pm. If work extends beyond 5pm, the additional hours will be charged at the standard hourly rate plus £5 per hour. Any calls or messages received after 5pm on a Friday will be responded to on the following Monday.

8.1 Definition. Confidential Information means all information relating to a party that is marked as confidential or would reasonably be considered confidential under the circumstances in which it is shared. This includes information relating to fees, pricing, book ideas, scope of services, know-how and this Agreement.

8.2 Obligations. Each party agrees to maintain the confidentiality of any Confidential Information shared by the other party, not disclose it without prior written consent, only use it in connection with performance of this Agreement, promptly notify the other party of any breach, and promptly destroy or return any Confidential Information upon the owner's request.

8.3 Confidentiality term. The confidentiality obligations contained in this Agreement will continue for 3 years after the expiration or termination of this Agreement.

9.1 Limits on liability. Each party's total liability to the other will not exceed the amount of all fees and expenses paid by you in the 12 months before the date on which the claim arose. However, this limitation will not apply to any breaches of your intellectual property or data protection obligations.

9.2 No indirect losses. Neither party will be liable to the other for any loss of profits, loss of business, loss of anticipated savings, special, indirect or consequential losses, or pure economic loss.

9.3 No unlawful exclusions. Nothing in this Agreement will limit either party's liability for fraud or death/personal injury caused by negligence.

10.1 Data Protection. We will use any personal information you provide to us to (i) provide our services; (ii) process your payment for our services; and (iii) inform you about similar services that we provide, but you may stop receiving these at any time by contacting us. We will process your personal data in accordance with our Privacy Policy.

10.2 Data Protection Compliance. Both parties will comply with all applicable requirements of the Data Protection Legislation, including but not limited to the UK GDPR, the Data Protection Act 2018, and the Data (Use and Access) Act 2025.

10.3 Data Protection Roles. During the term of this Agreement, and in relation to any personal data you share with us, you will be the data controller and we will be the data processor. The scope, nature and purpose of processing by us is in relation to the processing of personal data of your clients/customers whilst providing our services to you.

10.4 Data Processing Obligations. We will process personal data only in accordance with your instructions; maintain appropriate technical and organisational measures to protect against unauthorised processing; ensure personnel who process personal data are bound by confidentiality; not transfer personal data outside the UK without appropriate safeguards; notify you as soon as reasonably possible of any personal data breach; and maintain records to demonstrate our compliance.

11.1 Termination for Breach. Either party may immediately terminate this Agreement on written notice to the other if the other party repeatedly fails to adequately perform its obligations.

11.2 Termination for Convenience. Either party may terminate this Agreement by providing the other party with two weeks written notice.

12.1 Insurance. We have in place, and will maintain during the term of this Agreement, adequate professional indemnity insurance with a reputable insurance company.

12.2 Assignment. Neither you or we may assign this Agreement to any third party without the other party's prior consent, however either party may assign this Agreement to its affiliates or successors in title at any time.

12.3 Force majeure. Neither party is liable or will be in breach of this Agreement for any delays or failures in their performance resulting from an event beyond their reasonable control. If such an event continues for more than 15 days, the unaffected party may immediately terminate this Agreement by providing written notice.

12.4 Amendments. Any variation to this Agreement must be mutually agreed in writing.

12.5 Notices. All notices under this Agreement must be in writing and sent through email or post to the email address or address set out at the start of this Agreement.

12.6 Severability. If any term of this Agreement is found to be void or unenforceable by a court of competent jurisdiction, the rest of this Agreement will remain in full force and effect.

12.7 Governing law and jurisdiction. This Agreement is governed by the laws of England & Wales and any disputes arising from it will be settled exclusively by the courts of England.

12.8 Copies. This Agreement may be executed in counterparts via electronic signatures, each of which is an original, and all of which constitute one and the same.