TERMS & CONDITIONS
These terms & conditions apply to any work done for the Client by Jane Slater, operating as Effectively
Jane (hereafter referred to as the Virtual Assistant) (each a “Party” and collectively the “Parties”).
1. 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
1.1. Signature. Virtual signature may be used and recognised.
2. 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
3. FEES. As consideration for the Services to be provided by the Virtual Assistant and other
obligations, the Client shall pay to the Virtual Assistant the amounts specified in the Statement of
3.1. Expenses. The Virtual Assistant shall bill and the Client shall reimburse the Virtual
Assistant for all reasonable and pre-approved out-of-pocket expenses that are incurred in
connection with the performance of the Services.
3.2. Invoicing. The Virtual Assistant will bill the Client after the execution of the Services
specified in the Statement of Work.
3.3. Late payments. Payments not received by due date will result in work cessation. The
Virtual Assistant reserves the right to refuse completion or delivery of work until past due
balances are paid. All materials or property belonging to the Client, as well as work
performed, may be retained as security until all just claims against the Client are satisfied.
3.4. Interest on late payments. In the event the Client fails to remit payment of any amount
due under this Agreement on or before the due date, in addition to any other rights the
Virtual Assistant may have hereunder, the payment will accrue interest from that date due
at the annual rate of 4% above the base lending rate from time to time of the official dealing
rate of the Bank of England, accruing on a daily basis and being compounded quarterly
until payment is made, whether before or after any judgement and the Client shall pay the
interest immediately on demand.
3.5. In the event of collection enforcement, the Client shall be liable for any costs associated
with such collection, including, but not limited to, legal costs, attorney’s fees, courts costs,
and collection agency fees.
4. 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,
services to the Client for a period of time as agreed in the description of work required and the
brief, both supplied by the Client.
4.1. Early Termination. Either Party may terminate this Agreement:
4.1.1. Immediately in the event that either Party breaches this Agreement; or
4.1.2. At any time upon one month’s written notice to following email address:
4.2. Payment Upon Early Termination. In the event of such termination, The Virtual Assistant
shall be paid for any portion of the Services that have been performed prior to the
termination in accordance with the Statement of Work.
5. 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 which 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.
6. 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.
7. 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.
8. 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 Blidworth, United
Kingdom, unless it has been agreed between the Virtual Assistant and the Client that work will be
undertaken at the Client’ premises.
9. OFFICE HOURS AND COMMUNICATION. Office hours are Monday through Friday, 9:00 am to
4:00 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 hours 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.
10. 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.
11. 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 personal 3rd party data on the Client’s behalf only in response to
the Client’s written instructions except where required by law to do so. The Virtual Assistant will
take appropriate measures to ensure the security of the processing of the Client’s 3rd party data.
On written request by the Client, the Virtual Assistant will delete or return all 3rd party personal
data supplied by the Client or assembled by the Virtual Assistant in the course of delivering
Services to the Client. This will result in additional time-related charges.
12. 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 contractor 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
13. OWNERSHIP. All deliverables, ideas, inventions, improvements, methods, processes, works of
authorship 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 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.
14. 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; and (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.
14.1. Exceptions. The Virtual Assistant's obligations with respect to any portion of the Client
Information as set forth above shall not apply when Virtual Assistant can document that (i) it
was in the public domain at the time it was communicated to the Virtual Assistant by the
Client; (ii) it entered the public domain subsequent to the time it was communicated to the
Virtual Assistant by the Client through no fault of the Virtual Assistant; (iii) it was in the
Virtual Assistant's possession free of any obligation of confidence at the time it was
communicated to the Virtual Assistant by the Client; or (iv) it was rightfully communicated to
the Virtual Assistant free of any obligation of confidence subsequent to the time it was
communicated to the Virtual Assistant by the Client.
14.2. Passwords. Should the Client decide to grant the Virtual Assistant access the Client’s
business and/or personal accounts, the Client does so entirely at their own risk, and the
Client is fully responsible for ensuring the security of the Client’s data. The Client will be
solely responsible for any loss, liability or violations that might occur as a result of such
access as long as any such loss can be directly tied to the work carried out under this
15. INDEMNIFICATION. Both parties agree to defend, protect, indemnify and hold one another
harmless from any and 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.
16. 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.
17. 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.
17.1. Insurance. The Virtual Assistant affirms that the appropriate insurance coverage with
regards to the Services agreed upon has been obtained.
18. 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.
19. AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended or waived only
with the written consent of both Parties.
20. 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:
20.1. natural disasters (such as, but not limited to, fires, explosions, earthquakes, drought, tidal
waves and floods);
20.2. war, hostilities (whether war be declared or not), invasion, act of foreign enemies,
mobilisation, requisition, or embargo;
20.3. rebellion, revolution, insurrection, or military or usurped power, or civil war;
20.4. contamination by radioactivity from any nuclear fuel, or from any nuclear waste from the
combustion of nuclear fuel, radioactive toxic explosive, or other hazardous properties of any
explosive nuclear assembly or nuclear component of such assembly;
20.5. riot, commotion, strikes, go slows, lock outs or disorder.
21. DISPUTE RESOLUTION. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of England 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 in respect of any dispute which arises out of or under this Agreement.
22. 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.
23. 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.