Terms and Conditions
These consultancy terms and conditions contain the details upon which the service(s) will be supplied. The T&C’s will be provided and signed prior to the start of the work agreement. They will be accompanied by a Statement of Work (SoW). The SoW outlines the more specific details of work to be completed, as agreed verbally. Please read carefully.
Consultant – Barbara Johnstone - Your Virtual PA Services
Customer - [name of customer]
1. Definitions and interpretation:
In the agreement…
“Agreement” means an agreement between the parties incorporating these consultancy terms and conditions and the SoW, and any amendments to it from time to time.
means the charges specified in the SoW Quote
“Confidential Information” means:
a. Any information supplied (whether supplied in writing, orally or otherwise) by the Customer to the Consultant [during the term of the Agreement] that is marked as “confidential”, is described as “confidential” or should have been reasonably understood by the Consultant to be confidential and
b. All information provided in advice, conversations, and documents by the Consultant outlined in the Project.
“Consultant” means - Your Virtual PA Services.
“Customer” means the customer for the services under the Agreement identified below and in the statement of work (SoW).
“SoW” means the Statement of Work document setting out the particulars of the Agreement that is issued by the Consultant and agreed by or on behalf of each party.
“Services” means the services provided or to be provided by the Consultant to the Customer under the Agreement.
“Deliverables” means the deliverables specified in the SoW.
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, and rights in designs).
“Project” means the project or task detailed in the SoW that is the subject of the Agreement
. 2. The term of Agreement:
The Agreement will come into force upon the execution of the SoW, and the Agreement will continue in force indefinitely unless terminated in accordance with the provisions of Clause .
3. Duties of the Consultant:
3.1 The Consultant will perform the Services with reasonable care and skill to a good professional standard.
3.2 The Consultant will devote such time, attention and abilities to the Services offered as is set out in the SoW.
3.3 Confidentiality in line with GDPR will be adhered to at all times.
3.4 No information will be made available to any third party.
3.5 The consultant retains the right to reject any work which involves material that is illegal, immoral or objectionable.
3.6 The consultant will not be held liable or responsible for the end use of any document or work carried out.
3.7 The consultant will behave in a polite, courteous and helpful manner to the Customer, any other team members, and its clients.
3.8 The Consultant will take all reasonable care of information provided, however in the event of an equipment failure, the Consultant will inform the Customer but cannot be held liable for any loss of information.
3.9 The Consultant shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control. This could include (but is not limited to) acts of God, accidents, war, fire, strikes, lockouts, or flood or failure of any communications, telecommunications or computer system. In such event, the Consultant will contact the Customer and be entitled to a reasonable extension of its obligations.
3.10 Please check electronic media and emails for any virus. All reasonable precautions are taken but the consultant cannot guarantee that all electronic data is virus free or the security of correspondence and documents sent by email.
3.11 By accepting these Terms and Conditions, you consent to communications on confidential matters will be accepted by email, unless you have asked us to make alternative arrangements.
4. Duties of the Customer:
4.1 Responsibility of final proof reading of documents lies with the Customer. Any errors should be notified within 3 working days of receipt. Such errors will be corrected at no extra charge. After this time, errors will be corrected but will incur an additional charge.
4.2 For insurance and safety reasons, visits to my home address will not be permitted. Meetings will be held at an alternative location agreed by both parties.
4.3 Be polite and courteous.
4.4 Set realistic deadlines and provide clear lines of communication.
4.5 Pay invoices in line with the agreement terms as shown in Clause 
5.1 The Customer will pay the charges to the Consultant in accordance with the provisions of this Clause .
5.2 The Consultant may issue invoices for the charges to the Customer from time to time during the term of the project before, on or after the dates set out in the SoW subject to agreement between both parties.
5.3 All charges are calculated by the minutes/hours worked.
5.4 A deposit of 25% may be required before the commencement of work.
5.5 The Customer will pay the Charges to the Consultant within 30 calendar days of the date of issue of an invoice issued in accordance with Clause [5.2].
5.5.1 All amounts stated in the SoW or in relation to the Agreement are stated in full. There are no value-added taxes applicable. Therefore, the amounts stated are payable by the Customer to the Consultant. Please note: if customers original requirements change, following suitable consultation, the Consultant reserves the right to change the original SoW quote to include the change in work required.
5.5.2 In the event of non-payment the consultant reserves the right to:-
a. Charge interest at 2% over HSBC base rate for the time being.
b. Suspend any further work on your behalf in which case you will be advised in writing.
5.6 All charges are reviewed at the commencement of each new year (usually during the first week of January). Customers will be notified of any new charges in writing.
5.7 Invoices can be paid by cheque or BACS transfer.
6. Intellectual Property Rights:
6.1 Any services rendered to you during the course of our work is for Customer benefit only and may not, without prior written consent, be relied upon by another party, disclosed by you (save to employees or agents who have access to papers and records in the normal course of business on the basis they will make no further disclosure), or quoted or referred to in a public document or published in any publication.
6.2 In the event that any intellectual property is created by us or any of our personnel during the course of our work, all such intellectual property rights will remain the property of Your Virtual PA Services.
7.1 The Consultant warrants and represents to the Customer that:
a. the Consultant has full power to enter into the Agreement and to perform its obligations under the Agreement.
b. the Deliverables will: (i) meet the requirements set out in the SoW; (ii) be of good professional/reasonable standard and
c. the Delivery will not:
(i) breach the provisions of any law, statute or regulation.
(ii) infringe the Intellectual Property Rights or other legal rights of any person or
(iii) give rise or be capable of giving rise to any cause of action against the Customer or any other person, in each case in any jurisdiction and under any applicable law.
7.2 The Customer warrants and represents to the Consultant that the Customer has full power to enter into the Agreement and to perform its obligations under the Agreement.
8. Limitations and exclusions of liability:
8.1 Nothing in the Agreement will:
a. Limit or exclude the liability of a party for death or personal injury resulting from negligence.
b. Limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party.
c. Limit or exclude any liability of a party under Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Service Act 1982.
d. Limit any liability of a party in any way that is not permitted under applicable law, or
e. Exclude any liability of a party that may not be excluded under applicable law.
8.2 The limitations and exclusions of liability set out in this Clause  [and elsewhere in the Agreement]:
a. are subject to Clause [8.1];
b. govern all liabilities, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty and
c. govern all liabilities arising under the Agreement [or any collateral contract] or in relation to the subject matter of the Agreement [or any collateral contract].
8.3 Neither party will be liable in respect of any loss of profits, income, revenue, use, production or anticipated savings.
8.4 Neither party will be liable for any loss of business, contracts or commercial opportunities.
8.5 Neither party will be liable in respect of any loss or corruption of any data, database or software.
8.6 Neither party will be liable in respect of any special, indirect or consequential loss or damage.
9.1 Either party may terminate the Agreement at any time by giving at least 30 days written notice to the other party. The Consultant reserves the right to charge for any work carried out prior to cancellation.
9.2 Either party may terminate the Agreement immediately by giving written notice to the other party if the other party commits any material breach of any term of the Agreement.
9.3 Consultant reserves the right to charge the customer for cancelling consultancy days at short notice. The consultant will use the following guidelines:
a. If the customer cancels within 30 calendar days of booked days, without alternative date, consultant reserves the right to charge 20% of the agreed fee.
b. If the customer cancels within 15 calendar days of booked days, without alternative date, consultant reserves the right to charge 60% of the agreed fee.
c. If the customer cancels within 7 calendar days of booked days, without alternative date, consultant reserves the right to charge 100% of the agreed fee.
9.4 Either party may terminate the Agreement immediately by giving written notice to the other party if:
a. the other party: (i) is dissolved; (ii) ceases to conduct all (or substantially all) of its business; (iii) is or becomes unable to pay its debts as they fall due; (iv) is or becomes insolvent or is declared insolvent; or (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors.
b. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party.
c. an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement) or
d. (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.
10. Effects of termination:
10.1 Upon termination all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 6, 8, 10, 11 and 12.
10.2 Termination of the Agreement will not affect either party's accrued liabilities or rights (including accrued rights to be paid) as at the date of termination.
11.1 The Consultant will not disclose the Confidential Information and will protect the Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
11.2 Confidential Information may be disclosed by the Consultant to the Consultant’s employees, officers, insurers and professional advisers, provided that the recipient is legally bound in writing to maintain the confidentiality of the Confidential Information received.
11.3 The obligations set out in this Clause 11 shall not apply to Confidential Information that the Consultant can demonstrate:
a. is or has become publicly known other than through a breach of an obligation of confidence.
b. was in possession of the Consultant prior to disclosure by the Customer.
c. was received by the Consultant from an independent third party who has full right of disclosure, or
d. was required to be disclosed by a governmental authority, stock exchange or regulatory body, [provided that the Consultant gives to the Customer prompt written notice of the requirement].
12.1 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.
12.2 If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect.
12.3 Nothing in the Agreement will constitute a partnership or employment or agency relationship between the parties.
12.4 The Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
12.5 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in the Agreement or any rights or obligations under the Agreement.
12.6 The Consultant may subcontract any of its obligations under the Agreement to any third party.
12.7 The Agreement is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.
12.8 The Consultant Company may, to ensure continuity of service to the Customer, substitute another suitable person on an occasional basis, to carry out work outside of the agreed Consultant skillset, or in the absence of the agreed Consultant.
12.9 Subject to Clause [8.1]:
a. The Agreement will constitute the entire agreement between the parties in relation to the subject matter of the Agreement and supersedes all previous agreements, arrangements, and understandings between the parties in respect of that subject matter.
b. Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement and
c. Neither party will have any liability other than pursuant to the express terms of the Agreement.
12.10 The Agreement will be governed by and construed in accordance with English law; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.
13. Our Website
13.1 We reserve the right to withdraw, restrict or change our website at any time and without notice. We do our best to ensure that the website is available; however, there may be occasions when it is unavailable. We cannot be held liable, should the website be unavailable at any time or the content is changed or out of date.
13.3 Please do not misuse our website by knowingly introducing any material which is malicious or technologically harmful. Neither try to gain unauthorised access to our website, its server or computers or database. Failure to comply with this is to commit a criminal offence and will be reported to the relevant authorities.
13.4 Responsibility lies with you to inform anyone accessing our site through your internet connection of these terms.
The parties have indicated their acceptance of the Agreement (incorporating the corresponding SoW and the Consultancy Terms and Conditions) by signing below and confirm that they have the authority to sign this agreement on behalf of the company.
duly authorised for and on behalf of the Consultant – Your Virtual PA Services.
duly authorised for and on behalf of the Customer.