VA Associate Contract
THIS AGREEMENT IS DATED 04/08/2021PARTIES(1) Orla Nicholls of Green Tree Virtual Solutions; and(2) Joanne Marrison of Jobot Freelance
1. INTERPRETATIONThe following definitions and rules of interpretation apply in this agreement (unless the context requires otherwise).
Assignment an offer of work by the Principal in accordance with clause 2.2;
Business virtual assistant and lifestyle management services;
Client a client of the Principal;
Confidential Information information in whatever form (including without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of the Principal for the time being confidential to the Principal and trade secrets including, without limitation, technical data and know-how relating to the Business of the Principal or any of its suppliers, customers, agents, distributors, shareholders, management or business contacts, including (but not limited to) information that you create, develop, receive or obtain in connection with your engagement under this agreement, whether or not such information (if in anything other than oral form) is marked confidential;Data Protection Legislation any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to privacy;Services virtual assistant and lifestyle management services provided by you to Clients of the Principal in accordance with this agreement;
1.2 The headings in this agreement are inserted for convenience only and shall not affect its construction.1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.1.4 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders and words in the singular shall include the plural and in the plural shall include the singular.
2. ARRANGEMENTS RELATING TO ASSIGNMENTS
2.1 The Principal shall engage you and you shall provide the Services on the terms of this agreement.2.2 If the Principal wishes to offer you work it will contact you by telephone, email or other agreed method to explain:-(a) the nature of the Assignment;(b) any time or budget allotted for completion of the Assignment (and, in the event the Client has not set a time or budget, the Principal may ask you, where appropriate, to agree one with the Client directly);(c) any deadline by which the Assignment must be completed.2.3 If you wish to accept an Assignment then you must confirm the Assignment with the Principal before commencing work.2.4 Each Assignment which you accept (and on which the Principal instructs you to proceed) shall be treated as an entirely separate and severable engagement. The terms of this agreement shall apply to each Assignment but nothing in this agreement shall guarantee you any minimum number of Assignments and the fact that the Principal has offered you an Assignment, or offers you more than one Assignment, shall not confer any legal rights on you. 2.5 You agree to notify the Principal as far in advance as practicable of any periods in which you will be unavailable to accept Assignments in order to assist the Principal in maintaining services to its clients. 2.6 If you are unable to complete an Assignment due to illness or injury, you must advise the Principal of that fact as soon as reasonably practicable. For the avoidance of doubt, no fee shall be payable in accordance with clause 4 in respect of any period during which the Services are not provided.2.7 You may, with the prior written consent of the Principal, use a third party to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that:(a) the Principal will not be liable to bear the cost of such functions; and(b) at the Principal request the third party shall be required to enter into direct undertakings with the Principal, including with regard to confidentiality.
3. CONTRACTOR’S DUTIES AND OBLIGATIONS
General duties3.1 During the term of this agreement you shall:(a) provide the Services with all due care, skill and ability and use your best endeavours to promote the interests of the Principal and promptly notify the Principal of any potential opportunities related to the Business; (b) maintain any professional qualifications necessary for the provision of the Services;(c) comply with all reasonable instructions of the Principal and with the Principal policies notified to you from time to time;(d) promptly give to the Principal all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services or the Business;(e) promptly notify the Principal if at any time you find yourself in a situation where you have a potential conflict of interest with the Principal, the Business or any Client for whom you are providing Services. The Principal reserves the right to take such action as it, in its sole discretion, deems necessary to protect the Business in such a situation.3.2 Unless you have been specifically authorised to do so by the Principal in writing, you shall not:(a) have any authority to incur any expenditure in the name of or for the account of the Principal;(b) hold yourself out as having authority to bind the Principal;(c) make any representations, warranties or provide any guarantees in relation to the Services;3.3 You shall:(a) comply with all applicable laws, regulations and sanctions including but not limited to those relating to anti-money laundering and anti-bribery and anti-corruption (including the Bribery Act 2010);(b) promptly report to the Principal any request or demand for any undue financial or other advantage of any kind which you receive in connection with the performance of this agreement;(c) ensure that all persons associated with you or other persons who are performing services in connection with this agreement comply with this clause 3.3; and(d) at any time on request, certify to the Principal in writing, your compliance with this clause 3.3 and provide such supporting evidence of compliance as the Principal may reasonably request.Failure to comply with clause 3.3 may result in the immediate termination of this agreement
Duties relating to Assignments3.4 During the continuance of an Assignment you shall(a) Use such software as the Principal may from time to time specify to maintain a contemporaneous log of all work undertaken including dates, times and details of work undertaken and submit any supporting information to the Principal with your invoice pursuant to clause 4.2 at the end of each calendar month;(b) notify the Principal immediately (i) if you are not going to be able to adhere to any deadlines agreed with the Principal or Client;(ii) of any complaint or expression of dissatisfaction made or issue raised by a Client;(c) not contact Clients unless specifically authorised to do so by the Principal and, when so authorised, if you contact Clients (i) by email, only use your Green Tree Virtual Solutions email account;(ii) by telephone or in person, make a contemporaneous written note of the conversation and promptly provide a copy of this to the Principal(d) use reasonable endeavours to ensure that you are available at all times on reasonable notice to provide such assistance or information as the Principal may require;(e) comply with all reasonable standards of safety and comply with any health and safety procedures from time to time in force at the premises where the Services are provided and report to the Principal any unsafe working conditions or practices.
4. FEES4.1 The Principal shall pay you a fee of £20 per hour except where a fixed fee is agreed for an Assignment.4.2 On the last working day of each month during the term of this agreement you shall submit to the Principal:-(a) an invoice/s which give details of the hours worked during the month, the Services provided and the amount of the fee payable (plus VAT, if applicable) for the Services during that month; and(b) the information which you are required to maintain pursuant to clause 3.4(a).4.3 In the event that:-(a) a Client has submitted a complaint regarding the Services provided by you or you have failed to complete an Assignment in accordance with terms agreed under clause 2 then the Principal may withhold payment of any invoice related to such Services until the complaint has been resolved or the Assignment satisfactorily completed;(b) the Client cancels an Assignment prior to completion then the Principal will only be liable to pay your fee to the extent that the Principal is able to recover payment for the Services provided by you; 4.4 Subject to clause 4.3, the Principal shall pay each invoice submitted by you in accordance with clause 4.2 within 7 days of receipt save that the Principal may withhold the final payment due following termination of this agreement until you have complied with your obligations under clause 188.8.131.52 The Principal shall be entitled to deduct from the fees (and any other sums) due to you any sums that you may owe to the Principal at any time.4.6 Payment in full or in part of the fees claimed under clause 4 shall be without prejudice to any claims or rights of the Principal against you in respect of the provision of the Services.4.7 If an error is made on the invoice/s submitted by you, the Principal shall be entitled to delay payment of the invoice, which may not be until the payment period for the following month.4.8 During the term of this agreement, you must not discuss your hourly rate with any other persons working for the Principal. It would be considered a breach of contract if fees are discussed and may result in the termination of this agreement by the Principal.
5. EXPENSESYou shall bear your own expenses incurred in the course of an Assignment including, without limitation, administration costs (including telephone and internet usage, cost of utilities and postage etc.) and any travel expenses (including mileage).
6. OTHER ACTIVITIES6.1 Nothing in this agreement shall prevent you from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the term of this agreement provided that:(a) such activity does not cause a breach of any of your obligations under this agreement;(b) you shall not engage in any such activity if it relates to a business which is similar to or in any way competitive with the Business without the prior written consent of the Principal; and(c) you shall give priority to the provision of the Services on any accepted Assignment over any other business activities undertaken by you during the course of the Assignment.
7. CONFIDENTIAL INFORMATION7.1 You acknowledge that in the course of providing the Services you will have access to Confidential Information and therefore agree to accept the restrictions in this clause 7.7.2 You shall not (except in the proper course of your duties), either during the term of this agreement or at any time afterwards, use or disclose to any third party (and shall use your best endeavours to prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to:(a) any use or disclosure authorised by the Principal or required by law; or(b) any information which is already in, or comes into, the public domain otherwise than through your unauthorised disclosure.7.3 At any stage during the term of this agreement, you must promptly on request return to the Principal or as it directs all and any:-(a) documents, books, manuals, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the business or affairs of the Principal or its Clients and business contacts;(b) any equipment, keys, hardware or software provided for your use by the Principal;(c) any data or documents (including copies) produced, maintained or stored by you on the Principal or your computer systems or other electronic equipment.
8. DATA PROTECTION8.1 The Principal will collect and process information relating to you in accordance with the privacy notice. You acknowledge that a photograph of you together with a brief biography will be required for the Principal website and consent to the collection, processing, storage and use of such data for this purpose.8.2 You and the Principal will comply with the Data Protection Legislation.8.3 You shall, in relation to any Personal Data processed in connection with the provision of the Services:(a) process that Personal Data only on written instructions of the Principal or Client (as applicable);(b) keep the Personal Data confidential;(c) comply with the Principal Data protection policy;(d) comply with the Principal reasonable instructions with respect to processing Personal Data;(e) not transfer any Personal Data outside of the European Economic Area without the Principal prior written consent;(f) assist the Principal in responding to any data subject access request and to ensure compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, privacy impact assessments and consultations with supervisory authorities or regulators;(g) notify the Principal without undue delay on becoming aware of a Personal Data breach or communication which relates to the Principal or your compliance with the Data Protection Legislation;(h) at the written request of the Principal, delete or return Personal Data and any copies thereof to the Principal on termination of this agreement or an Assignment unless required by the Data Protection Legislation to store the Personal Data;(i) maintain complete and accurate records and information to demonstrate compliance with this clause.8.4 The Principal does not agree to you appointing any third party processor of Personal Data under this agreement.
9. INTELLECTUAL PROPERTY9.1 You hereby assign to the Principal all existing and future intellectual property rights (including, without limitation, patents, copyright and related rights) and inventions arising from the Services. You agree promptly to execute all documents and do all acts as may, in the opinion of the Principal, be necessary to give effect to this clause 9.9.2 You hereby irrevocably waive all moral rights under the Copyright, Designs and Patents Act 1988 (and all similar rights in other jurisdictions) which you have or will have in any existing or future works.9.3 You irrevocably appoint the Principal to be your attorney in your name and on your behalf to execute documents, use your name and do all things which are necessary or desirable for the Principal to obtain for itself or its nominee the full benefit of this clause.
10. INSURANCE AND LIABILITY10.1 The Principal does not carry insurance to cover you for any losses or accidents occurring during Assignments, for instance at Client’s premises, and you are responsible for maintaining your own insurance. In addition you shall have personal liability for and shall indemnify the Principal for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by you of the terms of this agreement, including any negligent or reckless act, omission or default in the provision of the Services and shall, where appropriate:-(a) maintain in force during the period of this agreement adequate insurance cover with reputable insurers acceptable to the Principal;(b) on request supply to the Principal copies of such insurance policies and evidence that the relevant premiums have been paid;(c) comply with all terms and conditions of such insurance policies at all times.
11. TERMINATION11.1 You acknowledge that your engagement on an Assignment is subject to the approval of the Client for whom the Assignment is being carried out. If a Client for whom you are completing an Assignment requests that you are removed from the Assignment then your engagement in relation to that Assignment will be terminated forthwith.11.2 Either party may terminate this agreement at any time by giving 30 days prior written notice to the other.11.3 The Principal may terminate this agreement with immediate effect with no liability to make any further payment to you (other than in respect of amounts accrued before the date of termination) if at any time you:(a) commit any gross misconduct affecting the Business or any breach of the Principal policies and procedures;(b) commit any serious or repeated breach or non-observance of any of the provisions of this agreement or refuse or neglect to comply with any reasonable and lawful directions of the Principal;(c) are convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);(d) are in the reasonable opinion of the Principal negligent or incompetent in the performance of the Services;(e) are declared bankrupt or makes any arrangement with or for the benefit of your creditors or has a county court administration order made against you under the County Court Act 1984;(f) commit any fraud or dishonesty or acts in any manner which in the opinion of the Principal brings or is likely to bring you or the Principal into disrepute or is materially adverse to the interests of the Principal;(g) commit any offence under the Bribery Act 2010 or a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017 or a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017.11.4 The rights of the Principal under clause 11.3 are without prejudice to any other rights that it might have at law to terminate your engagement or to accept any breach of this agreement by you as having brought the agreement to an end. Any delay by the Principal in exercising its rights to terminate shall not constitute a waiver of these rights.
12. OBLIGATIONS ON TERMINATION12.1 On termination of this agreement, however arising, you shall:(a) immediately deliver to the Principal all property belonging to the Principal (as further defined in clause 7.3) and original Confidential Information in your possession or under your control;(b) subject to the Principal data retention guidelines, irretrievably delete any information relating to the Business stored on any magnetic or optical disk or memory and all matter derived from such sources which is in your possession or under your control outside the premises of the Principal. For the avoidance of doubt, the contact details of business contacts made during the term of this agreement are regarded as Confidential Information, and as such, must be deleted from personal social or professional networking accounts; and(c) provide a signed statement that you have complied fully with your obligations under this clause 12, together with such evidence of compliance as the Principal may reasonably request.12.2 In order to protect the Confidential Information and the Principal business connections to which you have access as a result of providing the Services you covenant with the Principal that you shall not at any time during the term of this agreement and for a period of 12 months following termination, however arising, in any capacity directly or indirectly, solicit or endeavour to entice away from the Principal the business or custom of a Client or otherwise deal in competition with the Principal with a Client for whom you have provided Services during the preceding 12 months.
13. STATUS13.1 The relationship between you and the Principal will be that of independent contractor and nothing in this agreement shall render you an employee, worker, agent or partner of the Principal and you shall not hold yourself out as such.13.2 This agreement constitutes a contract for the provision of services and not a contract of employment and accordingly you shall be fully responsible for and shall indemnify the Principal for and in respect of:(a) any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where the recovery is not prohibited by law. You shall further indemnify the Principal against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Principal in connection with or in consequence of any such liability, deduction, contribution, assessment or claim; and(b) any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by you against the Principal arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of the Principal.13.3 The Principal may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to you.
14. NOTICES14.1 Any notice given to a party under or in connection with this contract shall be in writing and shall be delivered by email providing proof of delivery, by hand or by pre-paid first-class post or other next working day delivery service at its registered office or its Principal place of business (if a company) or (in the case of the Contractor) his last known address.14.2 Any notice shall be deemed to have been received:(a) if delivered by hand, on signature of a delivery receipt;(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second Business Day after posting or at the time recorded by the delivery service; or14.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
15. GENERAL15.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.15.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.15.3 No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).15.4 This agreement may be executed in any number of counterparts, each of which, when executed, shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.15.5 A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person.15.6 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
THIS AGREEMENT has been entered into on the date stated at the beginning of it.
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Signed by Orla Nicholls
Signed On: 04/08/2021
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Document Name: VA Associate Contract
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