Below is an example of one of our client agreements .  Each agreement is tailored to each client and contain our general terms and conditions.

By signing this Agreement, Client-Name (‘the Client’) has engaged Sarah Bradley, trading as Help Ahoy, (‘the Service Provider’) to proceed with the requested services, and agrees to the terms and conditions as set forth in this Agreement.

SERVICES: Client has retained the Service Provider to perform:

Virtual Assistant Administrative Support which is administrative, secretarial and clerical in nature. The Client’s named VA and first point of contact is Sarah Bradley.  Services shall not include Print Media/Desktop Publishing, Graphic Design, or Web Design services, which are separate service categories, and must be negotiated separately and will require separate contracts.

PAYMENT: The Client agrees to commit to one or more of the following options. Please indicate which option this agreement relates to.  Please note that the PAYG is the default option if no other options are selected:

Hourly Rate (PAYG) Package: based on the standard rate of £35.00 per hour.  50% of the value of the estimate/quotation to be paid in advance and before the commencement of work for projects estimated to a value of £500 and over.  A weekly invoice will be raised for the total hours worked, less the deposit.  Thereafter a weekly invoice will be raised in arrears or upon the completion of the task/project.

Captain’s Pre-Paid Block: For blocks of 10-19 hours £650 (£50 saving), payable in advance. Hours expire 60 days from the date of invoice.
Admiral’s Pre-Paid Block: For blocks of 30+ hours at £1200 (£200 saving), payable in advance with 2 hours free.  Hours expire 60 days from the date of invoice.

All packages are to be paid in advance.

The Service Provider:

• will issue all invoices via email as PDF attachments unless otherwise agreed with the Client;
• requires all clients to add our email address to their address book or safe sender list;
• will exercise their statutory right to charge interest and compensation for debt recovery costs under late payment legislation if settlement has not been received by the due date. The Service Provider will, of course, exercise discretion and will endeavour to resolve payment issues directly with the Client before formal proceedings are instigated;
• reserves the right to pass on bank charges for unpaid cheques

The Service Provider’s banking details are detailed on all invoices.  Other forms of acceptable payment are cheques drawn upon a UK bank in Sterling made payable to the Service Provider for which payment terms are 7 days from the invoice date.  The Service Provider accepts most major credit and debit cards via Google Checkout or Paypal (add 5% to the invoice total if paying via this method.  Clients do not need to have a Paypal account to effect payment, full instructions are available at the point of payment.  An invitation can be emailed to Clients with simple online instructions if required.

HOURLY PAYG BASIS: Initial hours will be applied against deposit until expended. Subsequently, the Client will be billed on a weekly basis for each prior week’s hours. Payments are due upon receipt. Payments rendered are considered fully earned and non-refundable, unless otherwise agreed in writing.

RETAINER: Monthly retainers provide ongoing support at a discounted rate up to the number of hours set forth in this Agreement. Retainer fees are required in full in advance of services; payment is due on or before the 1^st of each month, unless otherwise agreed in writing. If payment is not received by the 1^st or the agreed day of the month, full standard PAYG hourly rates will apply for any work performed during that month, and monies received will be applied accordingly. Services rendered beyond the retained number of hours will be billed at the full PAYG hourly rate with immediate payment due upon receipt of invoice. The Service Provider only charges for the time they are working on behalf of the client.   Payments rendered are considered fully earned and non-refundable. Unused hours are not carried over except in exceptional circumstances and at the sole discretion of the Service Provider; although the hours are monitored by the Service Provider, it is incumbent upon the Client to utilise their retained hours each month.  The Service Provider reserves the right to review the Client’s service packages to the benefit of both parties.  Billing periods are from the first to the last day of the calendar month unless otherwise agreed.  For new clients and projects starting part way through the billing period a pro-rated invoice will be generated to the end of that month.

EXPENSES: Expenses incurred on behalf of the Client are not included in any fees and will be billed to the Client. Reimbursable expenses may include, but are not limited to, office supplies and additional services (e.g., stationery, printing, packing, postage, file folders, envelopes, CDs, diskettes, etc.), mileage, long-distance telephone charges, payments made to vendors, and shipping and handling costs. Long-distance telephone calls will be billed at a rate of 40p per minute. Off site meetings shall be at a mutually convenient agreeable venue which is no more than 20 minutes from the Services Provider’s base office unless by prior agreement. Such visits must be arranged in advance and will be billed for meeting time, roundtrip travel time and mileage. An advance expense deposit may be requested. Payment is due upon receipt.

ADDITIONAL WORK: The Client understands that additional work beyond the scope of this Agreement must be negotiated separately and will require a separate Agreement. Services requested by the Client and provided by The Service Provider that do not fall within the scope of this Agreement will be billed separately at the full standard hourly rate according to service category with payment due upon receipt. If the Client wishes to change the nature of the work from that detailed in the original estimate/quotation, the request should be made in writing or email and a new estimate/quotation will be issued detailing any additional charges incurred. The revised estimate/quotation must be signed by the Client before the additional work is carried out.  The Service Provider reserves the right to request a deposit, full payment, or expenses in advance of a project commencing. This will be clearly stated in the estimate/quotation if applicable.  For individual projects, The Service Provider will provide the Client with an Estimate.  Upon acceptance by the Client, 50% of the value of the estimate is required prior to the commencement of work.

SERVICE CATEGORIES: Hourly rates are billed to the minute. The Client understands that hourly rates are subject to change and that the Service Provider will endeavour to provide reasonable notice in advance of such change.

• Virtual Assistance (Administrative Support) = £35.00 per hour (less package discount if applicable)

CLIENT RESPONSIBILITIES: The Client understands that the Service Provider is not an employee, and that this will be a collaborative, professional relationship of equals where mutual professional respect, courtesy and consideration are expected. Due to the virtual nature of the relationship, the Client understands the importance of communication, especially via email, and agrees to respond to questions, requests and communications from the Service Provider in a timely manner. The Client understands that the Service Provider is a business with other clients to serve, and requires fair, realistic notice in order to attend to requests and projects. Poor planning or miscommunication on the part of the Client will not constitute an emergency for the Service Provider. The Client understands that the Service Provider may require detailed clarification of projects in order to meet expectations and provide the best support and highest quality work. It is the Client’s responsibility to ensure that the Service Provider receives the work.  Depending on the nature of the work, it is recommended that the work is delivered either online, in person or by a secure postal method such as Royal Mail Special Delivery or via an established Courier.  Work can also be sent by email or fax, on CD, memory stick or other digital media, but should not be assumed to have arrived until receipt has been confirmed by the Service Provider.  The Service Provider recommends that the Client keeps copies of work or digital media given to the Service Provider before being issued to us.  The Client is responsible for ensuring that any digital media supplied has been virus checked.  The Service Provider performs regular virus scans and all incoming and outgoing emails are virus checked, including attachments.  The Service Provider reserve the right to delete emails that may have unexpected attachments or are highlighted as potential viruses by our Anti Virus protection.  The Service Provider work in a secure, password protected, online environment which is not accessible to the public.  If required by the Client, the Service Provider can allow a Client access to work-in-progress through a password protected online file sharing service.

OFFICE HOURS & COMMUNICATION: Core office hours are 09:30 through to 15:00 Monday to Friday (excluding public holidays). Clients are invited to email or text outside of these hours and the Service Provider will endeavour to respond either the same day or at their earliest convenience.  Email is to be the primary form of communication between the Client and the Service Provider. The Service Provider 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. Meetings and appointments (whether in-house, on or off-site, or by telephone) must be prescheduled.

APPOINTMENT CANCELLATION POLICY: The Service Provider requires 48 hours notice to cancel scheduled appointments. When possible, The Service Provider will attempt to accommodate a moved appointment with less notice. However, if appointment cannot be moved to a different slot in the same week, this will count as a cancelled appointment if the requested notice was not provided. No shows and last minute cancellations will be billed at the full hourly rate for the allotted time that was scheduled with a one-hour minimum.

PROJECT COMPLETION: Basic office support receives 24-48 hour attention. Each new or special project requires a minimum of three (3) days’ lead time. The Client will provide sufficient notice and allow for reasonable timeframes for project completions. Rush projects of 24 hours or less and projects requiring weekend or holiday work may be subject to a 25% surcharge and/or other rush fees. The Service Provider reserves the right to refuse any project or service request. Should a Client wish to terminate a commenced project, where necessary an invoice will be raised by The Service Provider for the work already carried out and any expenses or disbursements associated with the work carried out.

MATERIALS & 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 Service Provider to perform or complete the contracted services or projects.

ACCURACY: The Client agrees that the accuracy of information supplied to the Service Provider is the sole responsibility of the Client, and that the Service Provider is not responsible and shall not be held liable for the results of services performed on the basis of inaccurate, incomplete or untruthful information furnished by the Client. The Client assumes full responsibility for acceptance of work or services performed and agreed upon. The Service Provider proofreads and checks all work before it is despatched to the Client upon completion.  However the Client has ultimate responsibility for the final proof reading of any work completed.  Any errors or omissions must be notified to the Service Provider within seven days of the receipt of the work.  Any errors which are caused by The Service Provider will be corrected free of charge.  Any errors due to Client error or subsequent edits to a final version will be corrected by The Service Provider and charged at the Client’s agreed rate for the project.

DELIVERY AND DELETION: Completed projects are delivered in a mutually agreed manner e.g., fax, email, Royal Mail, or other means as required by the Client. The Client is responsible and will be billed for all courier and handling costs. There is no charge for emailing or Skype calls.  The Service Provider will destroy all physical and computer data relating to a project, no sooner than 30 days after the completion of the project unless a copy of the work is requested for inclusion in the Service Provider’s portfolio and will only be with the express written permission of the Client.  Should the Client wish to have a CDROM backup of the data for their own use, this can be provided at an additional charge.   In the event that the Service Provider should arrange for the delivery of physical items, the Client will be responsible for them and the Service Provider will not be liable for their loss or destruction. Therefore, the Client would need to take necessary steps to insure the items. If the Client delays a delivery, it is the Service Provider’s responsibility for everything other than damage due to the Service Provider’s negligence will end on the date the Service Provider agreed to deliver them.  The Service Provider will deliver the items to the address the Client specifies for delivery.  It is important that this address is accurate.  The Client is required to provide precise instructions about where they would like the goods left if they are not able to accept delivery on the specified date.  The Service Provider cannot accept any liability for any loss or damage to the items once they have been delivered in accordance with the Client’s delivery instructions (unless this is caused by the Service Provider’s negligence). The Service Provider will aim to deliver the goods by the date quoted for delivery but delivery times are not guaranteed. If delivery is delayed due to any cause beyond the Service Provider’s reasonable control, the delivery date will be extended by a reasonable period and the Client will be contacted to arrange an alternative time.  The Service Provider cannot accept responsibility for damage to any work once it has left their premises, and cannot accept liability for damage caused by third parties such as Royal Mail or Couriers

PAYMENT OPTIONS: BACS transfers, personal or business cheques are accepted forms of payment. Most major credit cards are accepted through PayPal or Google Checkout, our online payment vendor.

BANK FEES: Fees incurred as a result of returned cheques will be passed to the client at cost.

LATE PAYMENTS: Payments not received by due date will result in work cessation. The Service Provider reserves the right to refuse completion or delivery of work until past due balances are paid.

LIEN: 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.

LATE FEES: Clients who consistently fail to respond to questions in a timely manner, do not supply needed information, or otherwise impair efficient workflows increase administrative time, waste retainer hours unnecessarily, prevent the Service Provider from working to optimum standards and serving other clients in a fair and equal manner, the Service Provider reserves the right to impose late fees and/or increase hourly rates of Clients who fall in this category (also known as the PITA Premium).

PROPERTY: All billings (including invoices, statements and estimates), reports and time accountings are provided as a convenience to the Client at the discretion of the Service Provider and remain the property of the Service Provider. Periodic audits may reveal previous billing discrepancies or errors, and the Service Provider is entitled to void or recall incorrect invoices and statements and bill for any monies due on account.

INDEMNIFICATION/RELEASE OF LIABILITY: The Client shall indemnify, defend and save the Service Provider harmless from any and all suits, costs, damages or proceedings, including, but not limited to, the Service Provider’s services, pertaining to any and all litigation in which the Client is a party. The Client shall pay all expenses incurred by the Service Provider including, but not limited to, all legal fees, costs and expenses incurred should the Service Provider be named a party in any litigation to which the Client is a party. The Client shall further indemnify and hold harmless the Service Provider and its agents, officers and directors from liability for any and all claims, costs, suits and damages, including legal fees arising directly or indirectly out of or in connection with the operation of the Client, and from liability for injuries suffered by any person relating to the Client. This agreement to indemnify the Service Provider is not limited to any acts or omissions, statements or representations made by the Service Provider in the performance and/or non-performance of the Service Provider’s duties hereunder and relating to all contractual liabilities, which may be alleged or imposed against the Service Provider. All reasonable precautions will be taken to safeguard the property entrusted to the Service Provider. The Service Provider will not be held liable for loss, destruction or damage of any kind resulting from items which are lost or delayed in transit, whether such transit is electronic, fax, mail or otherwise, nor for unauthorised use by others of such property. The Service Provider will not be held liable for any incidental, consequential or indirect damages, including without limitation damages for loss of profits, business interruption, loss of information, plagiarism, etc. The Service Provider will not be held liable for typographical omissions or errors. Any liability on the part of The Service Provider as determined by a court of law will be limited to an amount not to exceed one month’s retainer. The Service Provider cannot be held responsible for any damage caused to the Client’s work in the event of fire, flood, theft or accidental damage, although we will take precautions to protect the work to the best of our abilities.  However, loss is likely to be minimal as all work is saved to a Client’s online workspace.

EXPIRATION & MODIFICATION: This Agreement shall remain in effect for a period of one year or until such time as one or the other Party provides written notice of cancellation. This Agreement may be modified or amended as necessary after negotiations initiated by either Party. If agreement is reached, only a written instrument signed by both Parties will modify or amend this Agreement.

TERMINATION OF RETAINER PACKAGE: Retainers may be terminated by either party for any reason one month’s advance written notice of intent to cancel. Retainer fees for the last month of service are due and payable in full on or before the 1st of the month, whether actual services are performed or not. Retainer fees are due in full for the intended month of cancellation if proper notice is not provided.

EFFECTS OF WAIVER: Any waiver by either party of a breach or violation of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by either party. No waiver shall be binding unless executed in writing.

COMPLETE AGREEMENT: This Agreement, it’s Amendments, and referenced Attachments constitute the full and complete Agreement between the parties, and supersede all prior understandings and Agreements, including any and all prior Agreements, whether written or oral, between the parties. The parties acknowledge that they have relied solely on the covenants and representations set forth in this Agreement and no others. Any amendments to this Agreement shall be in writing and signed by the party against whom enforcement of any waiver, change or modification or discharge is sought.

BINDING EFFECT: This Agreement shall inure to the benefit of the Client, his/her heirs and assigns, and the Service Provider, his/her successors and assigns, including any corporation which services a merger, consolidation or reorganisation with the Service Provider or which purchases substantially all of the Service Provider’s assets.

ACKNOWLEDGEMENT: The Client acknowledges that he/she has read this Agreement and has been afforded the opportunity to discuss and review this Agreement with legal adviser(s) of his/her choice, and that copies of the Agreement were provided to him/her prior to execution of this Agreement.

APPLICABLE LAW; VENUE: This Agreement shall be governed by and construed according to the laws of England and Wales and shall not be construed against the drafter. The parties agree that any suit or action relating to this Agreement shall be instituted and commenced exclusively in the United Kingdom, and the parties hereby waive the right to change such venue and hereby consent to the jurisdiction of such courts.

FEES AND COSTS: In the event of legal action arising out of this Agreement, the prevailing party in such legal action or proceeding shall be entitled to an award of costs and reasonable legal fees in addition to any other relief awarded.

SEVERABILITY: If any provision of this Agreement is held or deemed to be invalid or unenforceable to any extent when applied to any person or circumstance, the remaining provisions hereof and the enforcement of such provisions to other persons or circumstances, or to any other extent shall not be effected thereby, and each provision hereof shall be enforced to the fullest extent allowed by law.

CAPTIONS AND HEADINGS: The captions and headings throughout this Agreement are for convenience and reference only. The words contained in the captions and headings shall in no way be held or deemed to define, limit, describe, explain, modify, amplify or add to the interpretation, construction or meaning of any paragraph or the scope or the intent of this Agreement.

COUNTERPARTS: This Agreement and any amendments thereto may be executed in two or more counterparts, each of which shall constitute an original Agreement, but all of which together shall constitute one and the same Agreement.

CONFIDENTIALITY: The Service Provider will never intentionally divulge, disclose or communicate Client information.  Client data will not be passed on to third parties without the Client’s authorisation unless required by law.

The terms and conditions of this Agreement may be modified or amended as necessary only by written instrument signed by both parties. By signing this Agreement, I indicate that I understand, agree to and accept the terms and conditions as contained herein, dated this [date]