Terms & Conditions

1.1 Definitions

Business Day – any day other than a Saturday, Sunday or public holiday in England.

Charges – the fees payable by the Client for the Services.

Commencement Date – the date VAgency Limited confirms acceptance of the Client's Order.

Conditions – these Terms and Conditions of Business.

Client – the individual or organisation engaging VAgency Limited.

Client Default – the meaning given in clause 4.2.

Intellectual Property Rights – all IP rights including copyright, trademarks, designs, database rights, confidentiality and similar.

Order – the Client's request for services.

Services – virtual assistant, administrative, research, communication, social media support and related services.

Supplier – VAgency Limited.

1.2 Interpretation

References to legislation include amendments and re-enactments.

"Including" and similar expressions do not limit meaning.

"Writing" includes email.

2.1 The Client's Order is an offer to purchase Services under these Conditions.

2.2 A contract is formed when VAgency Limited confirms acceptance in writing.

2.3 Marketing materials are for guidance only and do not form part of the contract.

2.4 These Conditions override any other terms put forward by the Client.

2.5 Continuing to instruct VAgency Limited constitutes acceptance of these Conditions.

2.6 Terms may be updated and will apply to new work after notice.

3.1 VAgency Limited will provide the Services with reasonable skill and care.

3.2 Normal working hours are 9am to 5pm, Monday to Friday (excluding bank holidays).

3.3 Time estimates are not guaranteed unless expressly agreed.

3.4 VAgency Limited may make necessary changes for legal or practical reasons.

4.1 The Client must:

4.2 Client Default

If the Client causes delay or prevents performance (Client Default):

5.1 Hourly Work

Ad hoc services are charged at £X per hour.

Time is recorded in 15-minute increments (or as otherwise agreed).

Minimum charge per task or month: 1 hour, unless agreed otherwise.

Work outside normal hours may incur a higher rate if agreed in advance.

5.2 Retainer Packages

Retainers offer a fixed number of hours each month at a preferential rate.

Retainer fees are payable monthly in advance.

Unused hours do not roll over unless explicitly agreed.

Extra hours beyond the retainer are charged at £X per hour.

5.3 Project Fees

Fixed-fee projects may be agreed in writing.

A non-refundable deposit of 50% is required before work begins.

The remaining balance is due on completion or as per agreed milestones.

5.4 Expenses and Third-Party Costs

VAgency Limited may charge for:

Expenses are charged at cost.

5.5 Price Reviews

VAgency Limited may revise its rates and will give at least 30 days' written notice before changes take effect.

5.6 Payment Terms

Invoices for ad hoc work are issued on completion or at month end.

Retainers are invoiced in advance.

Projects follow the agreed payment schedule.

All invoices must be paid within 7 days of issue.

5.7 No VAT Charged

VAgency Limited is not VAT registered.

All prices are VAT-free.

5.8 Late Payment

If payment is not made on time:

5.9 Minimum Term for Retainers

Retainers are subject to a minimum 3-month term, unless agreed otherwise.

After the minimum term, either party may terminate with 30 days' notice.

5.10 Cancellations and Rescheduling

At least 24 hours' notice is required for cancelling or rescheduling calls or booked blocks of work.

Less than 24 hours' notice may incur a charge equivalent to 1 hour at £X or the booked time may be deducted from retainer hours.

5.11 Cancelling Projects Early

If the Client cancels after work begins:

5.12 No Set-Off

The Client may not withhold or deduct any sums.

VAgency Limited may set off any sums owed by the Client.

6.1 All Intellectual Property Rights remain the property of VAgency Limited unless agreed otherwise.

6.2 Third-party licences may apply to some materials.

6.3 Once invoices are fully paid, the Client receives a non-exclusive licence to use the completed work for internal business use.

7.1 Nothing limits liability for:

7.2 VAgency Limited is not liable for:

7.3 Total liability is limited to the total amount paid by the Client in the previous 12 months.

7.4 Work must be checked by the Client. Errors reported within 14 days will be corrected free of charge. No liability is accepted for errors not reported within this period.

7.5 VAgency Limited is not responsible for risks associated with email or internet communication.

7.6 This clause survives termination.

8.1 For retainers: 30 days' notice (after minimum term).

8.2 For ad hoc or project work: 7 days' notice.

8.3 Either party may terminate immediately if the other commits a material breach or becomes insolvent.

The Client must immediately pay all outstanding invoices.

Work done but not yet invoiced will be invoiced and must be paid immediately.

Licences to use deliverables may be revoked if payment is not made.

This section includes standard clauses on force majeure, assignment, confidentiality, entire agreement, variation, waiver, severance, notices, third-party rights, no partnership and data protection.

These terms are governed by the laws of England and Wales.

Both parties agree to the exclusive jurisdiction of the English courts.