Terms of Business

These Terms of Business set out the basis on which VitaAssist VA provides virtual business support services to clients. They apply to all services supplied by VitaAssist VA unless otherwise agreed in writing.

1. About these Terms

These Terms of Business apply between VitaAssist VA (referred to in this document as “VitaAssist VA”, “we”, “us”, or “our”) and the client purchasing or using the services (referred to as “you” or “your”).

By instructing VitaAssist VA to begin work, accepting a proposal, signing a Statement of Work, paying an invoice, or otherwise asking us to provide services, you agree to be bound by these Terms of Business.

2. Services

VitaAssist VA provides virtual business support services, which may include but are not limited to:

• Project management and project coordination.
• Operations support and process administration.
• Technical support and systems assistance.
• Administrative support.
• Document preparation, reporting, research, and general business support.

Services will be provided remotely unless otherwise agreed in writing.

We will provide virtual services as agreed with you from time to time, which may include project coordination, operations support, technical assistance, administration, document preparation, reporting, process improvement, and related business support. Any specific deliverables, deadlines, or tasks outside our standard services must be agreed in writing, including by email or a Statement of Work.

3. Statement of Work

A separate Statement of Work (“SOW”) may be issued for each client engagement, project, retainer, or package of work. The SOW will set out the relevant details of the engagement, which may include:

• The services to be provided.
• Project scope and exclusions.
• Deliverables and milestones.
• Start date and expected timescales.
• Working arrangements and communication channels.
• Fees, retainers, or hourly rates.
• Any minimum booking period or minimum service commitment.
• Any project-specific assumptions, dependencies, or special terms.

If there is any inconsistency between these Terms of Business and an agreed SOW, the SOW will take precedence for that specific engagement, but only to the extent of the inconsistency

4. Engagement standard

We will provide the services with reasonable care, skill, and professionalism. We will use reasonable efforts to meet agreed deadlines and milestones, but all timescales are estimates unless expressly confirmed as fixed deadlines in writing.

Our ability to deliver services on time depends on your prompt cooperation, the availability of required information and access, the scope remaining stable, and any third-party systems or suppliers involved.

5. Client responsibilities

You agree to:

• Provide timely and accurate information, materials, approvals, and instructions.
• Provide access to relevant systems, accounts, files, contacts, and platforms where required.
• Ensure that you have the right to share any data, content, credentials, or materials supplied to us.
• Review work, queries, and requests for approval within a reasonable time.
• Keep your contact details, billing details, and authorised contacts up to date.

You remain responsible for final decisions made in your business, for checking the suitability and accuracy of materials before use, and for compliance with any laws, regulations, licences, or contractual obligations that apply to your business

6. Working hours and response times

Unless otherwise agreed in writing, services are delivered during our normal working hours on business days in the United Kingdom. Our normal working pattern, availability, and any regular service windows may be confirmed in your proposal or SOW.

We will use reasonable endeavours to respond to routine emails and service requests within a reasonable business timeframe, but no guaranteed response or resolution time applies unless this is expressly stated in an agreed service arrangement or SOW.

Requests received outside normal business hours, at weekends, on public holidays, or marked as urgent may be dealt with on the next business day unless an enhanced support arrangement has been agreed.

7. Use of AI and digital tools

We may use appropriate digital tools, software platforms, automation systems, and artificial intelligence tools to support drafting, research, summarisation, administration, organisation, technical troubleshooting, or workflow efficiency, unless otherwise agreed with you.

Where such tools are used, we will take reasonable care to use them responsibly and proportionately. However, outputs generated with the assistance of software or AI tools may require human review, and you remain responsible for reviewing and approving final materials, decisions, and actions before implementation where appropriate.

8. Systems access, devices, backup and security

Where technical support services are provided, you may need to grant us access to systems, devices, applications, hosting environments, cloud platforms, or administrative accounts. You are responsible for ensuring that any such access is lawful, authorised, and appropriate.

Unless expressly agreed in writing, we are not responsible for acting as your managed IT provider, maintaining comprehensive disaster recovery arrangements, or operating as the sole backup administrator for your business.

You remain responsible for:

• Maintaining appropriate backups of your systems, data, websites, files, and devices.
• Ensuring that suitable antivirus, access controls, updates, and security measures are in place.
• Approving any material system changes before implementation.
• Keeping secure records of usernames, passwords, recovery methods, licences, and administrative credentials.

While we will take reasonable care when accessing systems and devices, we are not liable for loss arising from pre-existing technical issues, inadequate backups, third-party failures, security vulnerabilities outside our control, or instructions given by authorised client contacts.

9. Changes to scope

Any request that materially changes the agreed scope, deliverables, priority, volume, timing, or complexity of the work may be treated as a change request. We may revise fees, timescales, capacity allocation, or other terms where scope changes are requested.

We are not required to begin additional or changed work until the revised scope and any revised fees have been agreed in writing.

10. Fees and payment

Fees, pricing structure, retainers, hourly rates, package pricing, and payment arrangements will be agreed in advance and may be set out in a proposal, quotation, invoice, or SOW.

Unless otherwise agreed in writing:

• Invoices are payable within 14 calendar days of the invoice date.
• Time-based work is billed in the agreed time increments.
• Retainer fees are payable in advance for the relevant service period.
• Project fees may be invoiced in stages, by milestone, or in advance, as stated in the SOW.

Reasonable pre-approved expenses and third-party costs incurred on your behalf may be charged in addition to our fees.

We reserve the right to suspend services, withhold deliverables, pause access, or decline further work where invoices remain unpaid after the due date.

11. Late payment

If payment is not received by the due date, we may charge interest and compensation to the extent permitted under the Late Payment of Commercial Debts (Interest) Act 1998 and any related legislation, where applicable.

You must pay all undisputed amounts in full without set-off, deduction, or counterclaim unless required by law.

12. Cancellations and minimum booking periods

Where services are supplied on an hourly, sessional, package, or retainer basis, any minimum booking period, notice period, or minimum term will be stated in the proposal, invoice, or SOW.

Unless otherwise agreed in writing:

• Booked time may be subject to a minimum charge.
• Retainer time, once allocated for a service period, is non-refundable unless we agree otherwise.
• Project or reserved diary time cancelled at short notice may still be chargeable in whole or in part.
• Work already completed, time already booked, and non-cancellable third-party costs remain payable on cancellation.

Where a retainer or recurring service is in place, either party may cancel in accordance with the notice period stated in the SOW or, if no shorter period is stated, under the general termination provisions in clause 19 of these Terms.

13. Confidentiality

Each party must keep confidential all non-public information obtained from the other party in connection with the services, including business, financial, technical, operational, client, supplier, and personal information.

Confidential information may only be used for the purpose of performing or receiving the services, except where disclosure is required by law, regulation, court order, insurer, professional adviser, or where the information is already lawfully in the public domain without breach of confidence.

This obligation continues after the end of the engagement.

14. Data protection

Each party will comply with applicable data protection law in the United Kingdom, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, where applicable.

Where we process personal data on your behalf in the course of providing services, we will do so only to the extent reasonably necessary for the performance of the services and in accordance with lawful instructions provided by you. You are responsible for ensuring that you have an appropriate legal basis for any personal data you provide or make accessible to us.

If required for a particular engagement, the parties may enter into a separate data processing agreement.

Further information on how personal data is collected, used, and stored may be set out in our Privacy Policy, as updated from time to time and available on our website. In the event of any inconsistency between these Terms and the Privacy Policy, these Terms will prevail in relation to the provision of services.

15. Intellectual property

Unless otherwise agreed in writing, upon full payment of all fees due, you will own the final bespoke deliverables specifically created for you under the services.

We retain ownership of:

• Our pre-existing materials, templates, methods, know-how, methodologies, and tools used to provide the services.
• Any general frameworks, checklists, workflows, automation methods, or internal resources.
• Any intellectual property that existed before the engagement or was developed independently of your confidential information.

We may reuse general skills, experience, ideas, processes, and non-confidential know-how gained during the engagement, provided that this does not disclose your confidential information or infringe your rights.

16. Independent contractor

VitaAssist VA operates as an independent business. Nothing in these Terms creates or is intended to create an employment relationship, worker relationship, partnership, joint venture, fiduciary relationship, or agency between the parties.

You are not obliged to offer any minimum volume of work unless expressly agreed, and we are not obliged to accept any particular instruction or task beyond the agreed scope.

Non-solicitation: You agree that, during the engagement and for a period of [6 / 12] months after it ends, you will not directly solicit or attempt to solicit any individual contractor, associate, or key subcontractor introduced to you by VitaAssist VA to provide similar services to you independently, without our prior written consent. This does not prevent you from working with businesses or individuals you already engaged before our introduction, or from responding to genuine, unsolicited approaches.

Subcontractors and associates: VitaAssist VA may, where appropriate, engage carefully selected subcontractors, associates, or freelance specialists to assist with the delivery of the services. We remain responsible for the overall management of the services and for ensuring that any subcontractor or associate is subject to confidentiality and data protection obligations no less protective than those set out in these Terms. You will not have a direct contractual relationship with any such subcontractor or associate unless we expressly agree otherwise in writing.

17. Warranties and limitations of service

We do not guarantee any specific commercial outcome, business result, regulatory outcome, revenue level, client win, project result, uptime, or uninterrupted availability of any third-party system.

Any guidance, recommendations, plans, technical suggestions, workflow improvements, or draft materials supplied by us are provided in good faith based on the information available at the time. Final implementation decisions remain your responsibility.

18. Engagement term

These Terms of Business apply from the date work is instructed or agreed and continue until the relevant services are completed or the engagement is terminated in accordance with these Terms.

19. Termination

Either party may terminate an ongoing engagement by giving not less than 30 days’ written notice, unless a different notice period or fixed minimum term is agreed in writing in the relevant SOW.

We may suspend or terminate services immediately by written notice if:

• You materially breach these Terms or an agreed SOW.
• You fail to pay an undisputed invoice when due.
• You provide unlawful, misleading, or unsafe instructions.
• The working relationship breaks down to the extent that delivery is no longer reasonably practicable.
• Continuing the engagement would expose us to legal, regulatory, reputational, or security risk.

On termination, you must pay for all work completed, time reserved, approved expenses incurred, and any non-cancellable commitments entered into on your behalf up to the date of termination.

20. Liability

Nothing in these Terms of Business excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited under the law of England and Wales.

Subject to the above, VitaAssist VA will not be liable for any indirect or consequential loss, loss of profit, loss of revenue, loss of savings, loss of goodwill, loss of opportunity, business interruption, or loss of data arising out of or in connection with the services.

Subject to the above, our total aggregate liability arising out of or in connection with the services will be limited to the fees paid or payable for the relevant services in the one-month period immediately preceding the event giving rise to the claim.

Insurance: VitaAssist VA maintains appropriate business insurance for the services it provides, which may include professional indemnity and other cover relevant to the nature of the work. Details of current cover can be provided on request. Nothing in these Terms requires VitaAssist VA to accept liability beyond the limits set out in the Liability clause or beyond the scope of any applicable insurance policy.

21. Force majeure

We will not be in breach of these Terms or otherwise liable for delay or failure in performance caused by circumstances beyond our reasonable control. This may include interruption to utilities, telecommunications failures, cyber incidents, illness, severe weather, fire, industrial disputes, acts of government, or failure of third-party software, hosting, or platform providers.

22. Notices

Any notice under these Terms must be given in writing by email or by another written method agreed between the parties. Notices will be treated as received when delivered in the ordinary course of transmission, provided that no error or bounce-back notice is received.

23. Entire agreement

These Terms of Business, together with any applicable proposal, quotation, SOW, and any other written document expressly incorporated into the engagement, form the entire agreement between the parties in relation to the services.

24. Severance and waiver

If any provision of these Terms is found to be invalid, unlawful, or unenforceable, the remaining provisions will continue in full force and effect.

Any delay or failure by either party to exercise a right or remedy will not constitute a waiver of that or any other right or remedy.

25. Governing law and jurisdiction

These Terms of Business and any dispute or claim arising out of or in connection with them shall be governed by the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction to determine any dispute or claim arising out of or in connection with these Terms of Business or the services provided under them.

26. Complaints and dispute resolution

If you have any concerns or complaints about the services, please raise them with us in writing as soon as reasonably practicable so that we can discuss and, where possible, resolve the issue promptly. Both parties agree to act in good faith and to first attempt to resolve any dispute informally through discussion and negotiation. If a dispute cannot be resolved informally within a reasonable time, either party may pursue their rights through the courts of England and Wales in accordance with the Governing law and jurisdiction clause.