Application and Entire Agreement
1. These Terms and Conditions apply to the provision of the services detailed in our quotation by Lauren Swann trading as Swann Virtual Assistance Limited of 62 Botany Road, Broad stairs, CT10 3SF to the person buying the services(you or Customer).
2. You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services(whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Interpretation
4. A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.
5. The headings in these Terms and Conditions are for convenience only anddo not affect their interpretation.
6. Words imparting the singular number shall include the plural and vice-versa.
Services
7. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
8. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
9. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
Your Obligations
10. You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
11. If you do not comply with clause 10, we can terminate the Services.
12. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).
Fees and Deposit
13. The fees for the Services are set out in the quotation and are on a time and materials basis.
14. In addition to the Fees, we can recover from you
a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses,
b) the cost of services provided by third parties and required by us for the performance of the Services, and
c) the cost of any materials required for the provision of the Services.
15. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable hourly rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 14 also apply to these additional services.
16. The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority. 17. You must pay your committed retainer hours as set out in the quotation in advance of any works being completed.
18. If you do not pay the fees in advance to us according to the clause above, we can either withhold provision of the Services until the advance payment is received or can terminate under the clause below (Termination).
19. The advance is non-refundable unless we fail to provide the Services and are at fault for such failure (where the failure is not our fault, no refund will be made).
Retained Hours Policy
20. Duty to Provide Work: The Client acknowledges that during the hours retained, they are responsible for providing sufficient work to be completed. Failure to provide work during the retained hours does not exempt the Client from payment obligations.
21. Billing of Retained Hours: All retained hours will be billed as agreed upon in the contract, regardless of whether the Client provides work during these hours. The Client understands that they will be billed for the full amount of retained hours, even if no work is assigned or performed.
22. No Carry Forward of Retained Hours: Retained hours must be used within the specified period as outlined in the agreement. Any unused hours within the retention period will not be carried forward to future periods and will be forfeited. The Client agrees that there will be no rollover or credit of unused hours.
Cancellation and Amendment
23. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 30 days from the date of the quotation, (unless the quotation has been withdrawn).
24. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
25. If you want to amend any details of the Services, you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.
26. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
Payment
27. We will invoice you for payment of the Fees either: a. when we have completed the Services; or b. on the invoice dates set out in the quotation. 28. You must pay the Fees due within 7 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
29. Time for payment shall be of the essence of the Contract.
30. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 0.5% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
31. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
32. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
33. Receipts for payment will be issued by us only at your request. 34. All payments must be made in British Pounds unless otherwise agreed in writing between us.
Sub-contracting and Assignment
35. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
36. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions. www.swannva.co.uklauren@swannva.co.uk07946614042
Termination
37.1 We can terminate the provision of the Services immediately if you:
a. commit a material breach of your obligations under these Terms and Conditions; or
b. fail to make pay any amount due under the Contract on the due date for payment; or
c. are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
d. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986,or any other scheme or arrangement is made with its creditors; or
e. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
37.2 Either party may terminate this Agreement by giving the other party 30days’ prior written notice. If you require work to suspend immediately, payment will still be required for the following 30 days as per your retainer or usual time usage.
Intellectual Property
38. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
Liability and Indemnity
39. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.
40. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
41. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
a. any indirect, special or consequential loss, damage, costs, or expenses or;
b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
c. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
d. any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
e. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
42. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
43. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
Data Protection
44. When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Customer.
45. The parties agree that where such processing of personal data takes place, the Customer shall be the ‘data controller’ and the Service Provider shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
46. For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the GDPR.
47. The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these Terms and Conditions or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party’s purposes.
48. The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors or advisors on a strict ‘need-to-know’ basis and only under the same (or more extensive) conditions as set out in these Terms and Conditions or to the extent required by applicable legislation and/or regulations.
49. The Service Provider shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Service Provider on behalf of the Customer.
50. Further information about the Service Provider’s approach to data protection are specified in its Data Protection Policy, which can be found he policy can be found on our website. For any enquiries or complaints regarding data privacy, you can email: lauren@swannva.co.uk.
Circumstances Beyond a Party’s Control
51. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
Communications
52 . All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
53. Notices shall be deemed to have been duly given:
a. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
b. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
c. on the fifth business day following mailing, if mailed by national ordinary mail; or
d. on the tenth business day following mailing, if mailed by airmail.
54. All notices under these Terms and Conditions must be addressed to the most recent address or email address to the other party.
No waiver
55. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
Severance
56. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and Jurisdiction
57. These Terms and Conditions shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Terms and Conditions (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
Client Agreement
In this Agreement, the party who is contracting to receive the services shall be referred to as the “Client” and the party providing the services shall be referred to as the “Service Provider”. This Work for Hire Agreement (“Agreement”) is agreed by the Client when they submit the Service Provider’s online Client Agreement Form . The information contained in this form defines this Agreement as set out in Schedule 1.
1. Description of Services
Beginning on the Start Date agreed in Schedule 1 to this agreement, the Service Provider will provide the services (collectively, the “Services”) described in Schedule 1.
2. Service Location
The Service to be provided under this Agreement shall be performed at the Service Provider’s place of business.
3. Schedule and Days Off
The Service Provider is generally available to provide Services during normal business hours, i.e. Monday to Friday, 9 am to 6 pm BST, excluding UK national holidays.
4. Payment for Services
The Client will pay compensation to the Service Provider for the Services at a rate agreed in Schedule 1 of this agreement. This compensation shall be payable via an initial deposit for the first time undertaking work and then due within 7 days of the receipt of the invoice unless otherwise stated in the invoice.
5. Term and Termination
Either party may terminate this agreement upon 14 days written notice to theother party. Provided, however, that each party may terminate the Agreementimmediately without prior notice in the event of a breach of this Agreement bythe other party. Upon Termination, Service Provider shall invoice the Client forany payment due and payment will be due immediately upon receipt.
6. Non-Disclosure and Non-Solicitation
The Service Provider shall not directly or indirectly disclose to any person other than a representative of Client at any time either during the term of this Agreement or following the termination or expiration thereof, any confidential or proprietary information pertaining to Client, including but not limited to customer lists, contacts, financial data, sales data, supply sources, business opportunities for new or developing business, plans and models, or trade secrets. Furthermore, the Service Provider agrees that during the term of this Agreement, and Lauren Swann, owner of Swann Virtual Assistance, 62 Botany Road, Broadstairs, Kent CT10 3SF for 2 years following the termination of this Agreement, Service Provider shall not directly or indirectly solicit or attempt to solicit any customers or suppliers of Client other than with the permission of the Client.
7. Relationship of Parties
It is understood by the parties that the Service Provider is an independent contractor with respect to the Client and not an employee of the Client. The Client will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of the Service Provider.
8. Work Product Ownership
Any works copyrighted, ideas, discoveries, inventions, patents, products, or other information (collectively, the “Work Product”) developed in whole or in part by the Service Provider in connection with the Services shall be the exclusive property of the Client. Upon request, the Service Provider shall sign all documents necessary to confirm or perfect the exclusive ownership of the Client to the Work Product.
9. Liability
The Service Provider will not be liable for loss, damage or delay of the Client’s project(s) due to circumstances beyond the Service Provider’s control. Such circumstances may include (but are not limited to) acts of God, public unrest, power outages, and inability to contact the Client. In the event of such loss, damage or delay, the Service Provider will make every effort to notify the Client immediately.
10. Confidentiality
The Service Provider will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Service Provider, or divulge, disclose or communicate in any manner any information that is proprietary to the Client. The Service Provider will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, the Service Provider will return to the Client all records, notes documentation and other items that were used, created, or controlled by the Service Provider during the term of this Agreement with the exception of items purchased by the Service Provider and not reimbursed by the Client.
11. Severability
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
Schedule 1
The Service Provider is Lauren Swann, director of Swann Virtual Assistance Limited. The information provided in the online Client Agreement Form by the Client defines the following terms within this Agreement:
1. The Client’s name and job title
2. The Client’s organisation (if the organisation is the contracting entity)
3. The Client’s address
4. The Client’s email address
5. The agreed hourly rate in UK pounds sterling
6. The description of the Services
This Agreement becomes binding when the Client submits the Service Provider’s online Client Agreement Form which can be found here and contains a complete and agreed set of the afore-mentioned information.
Non-Disclosure Agreement This agreement is between The Contractor hereby referred to as Swann Virtual Assistance Limited and any client instructs Swann Virtual Assistance Limited to work on their behalf.
Whereas it is agreed as follows; In consideration of disclosing to the contractor certain confidential information comprising of intellectual property, business plans, products, product intentions, documents, methods of operation and information in any form or media, relating to the same for the purpose of conducting discussions or undertaking work, the contractor undertakes as follows: To treat the confidential information as secret and confidential and will not, except with the prior written consent.
The Contractor will not disclose the same to any Third Party except, and only to extent necessary, to such of its employees or agents who shall have been aware that the same is confidential and bound to treat it as such, provided however, that this undertaking shall impose no obligation with respect to any information which: That any/all samples, prototypes, software, hardware, materials, designs, drawings, and other documents, which are supplied for the purposes of discussions, Swann Virtual Non-Disclosure Agreement within fourteen days of receipt of the request. In such an event the contractor will not retain any copy of any part of confidential information in any form or media. That except to conduct discussions, or undertake works, the contractor has no licence or right commercially to use the confidential information. The contractor agrees that damages may not be an adequate remedy for any breach of this agreement and that any client shall be entitled to a court order to enforce compliance with this agreement or to stop any breach of it, actual or threatened. That this agreement will only apply to confidential information, which the contractor receives within three years of the date of this agreement.
The obligations set out in this agreement will continue to apply to such confidential information for a period of six years from the first signed date of this agreement. That neither party may assign this agreement to any third party.
As Witness this Agreement has been signed on behalf of each party by its duly authorised representative as on the date of the year written.
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