Assistant Solutions Ltd
Terms of business
Terms of Business (version 4.0)
If you do not wish to be bound by these Terms of Business (the “Terms”), then you must not use the Website, subscribe to a monthly package, or Pay-As-You-Go service.
The following definitions apply to these Terms.
Applicable Law: the interpretation of these Terms shall be governed by and construed in accordance with the English law and subject to the exclusive jurisdiction of the English courts.
Booking Form: a request for a Pay-As-You-Go service or a Monthly Subscription package by the Client by means of the Website.
Client Material: all documents, information and materials provided by the Client relating to the Services as specified in the Schedule of Services.
Client Personal Data: all personal data (as defined in Data Protection Laws) comprised in Client Material, the Required Information Form, the LastPass online account, Contact Form and Booking Form.
Confidential Information: information that Client provides to Assistant Solutions in Client Material, the Required Information Form and the LastPass online account that Client reasonably expects to be kept secret. This includes confidential details of Client’s customer information, personal information, business plans, price points, passwords, passport details and any payment card information provided by Client.
Document: includes, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.
Data Protection Laws: means as applicable and binding on the Client, or Assistant Solutions (i) in the United Kingdom, the GDPR, and/or any corresponding or equivalent national laws or regulations; (ii) in member states of the European Union: the GDPR, and all relevant member state laws or regulations giving effect to or corresponding with any of them; and (iii) any applicable laws replacing, amending, extending, re-enacting or consolidating any of the above Data Protection Laws from time to time.
Fees: means (i) the Monthly Subscription Fee; (ii) the Hourly Fees for Pay-As-You-Go services and (iii) the Hourly Fees for any additional time-based fees calculated in accordance with Assistant Solutions’ Hourly Fee rate and agreed with the Client in writing.
GDPR: the General Data Protection Regulation (EU) 2016/679.
Hourly Fees: means (i) Pay-As-You-Go for Services charged at Assistant Solutions’ standard hourly rate and; (ii) any additional time to be spent in fulfilling the Services in excess of the time allocation agreed for PAYG services; and (iii) any additional time spent in fulfilling the Services in excess of the time allocation as represented by a Monthly Subscription Package.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
LastPass: LastPass is a password management account that stores encrypted passwords online. For more information on the LastPass service including the safeguarding of data, please visit https://www.lastpass.com/how-lastpass-works
Monthly Subscription Fee: the monthly subscription fee in respect of the Services offered in a Monthly Subscription Package, as agreed to by Client by means of the Schedule of Services representing an allocation of time to be spent each month in providing the Services.
Monthly Subscription Package: refers to any of the monthly packages offered by Assistant Solutions.
Pay-As-You-Go: Services provided with no minimum hours required or monthly subscription requirement and charged at Assistant Solutions standard hourly rate.
Payment Day: (i) the day of the month on which Client agrees by means of the Engagement Letter to begin the Monthly Subscription Fee, and the same day in each subsequent month. In the event that the day of the month on which Client agrees to begin the Monthly Subscription Fee does not occur in any month (e.g. 30th in February), the last day of that month shall be substituted in its place as the Payment Day; or (ii) for Pay-As-You-Go, payment will be invoiced to the Client weekly, on the last business day of the week and payable within three business days of the invoice date.
Required Information Form: this encrypted and password protected form lists the Client’s Personal Data and is required from the Client in order to complete certain tasks within the Organisation service and or Personal services, and for Work involving accessing password protected documents and or systems. Information required includes, but is not limited to: (a) any relevant login information; (b) relevant payment card details; (c) relevant billing and home addresses; (d) relevant passport details; (e) relevant system and document passwords; and (f) any other information necessary to complete the Service(s).
Schedule of Services (the “Schedule”): Each Service (whether as part of a Monthly Subscription Package or Pay-As-You-Go service) which the Client wishes Assistant Solutions to undertake shall be outlined in the Schedule and includes the scope of each Service, any Time Allocation, timescales for completion including timescales for Client to respond to any Work completed by Assistant Solutions that may need further editing or rewriting, systems that are used in order to complete each Service and any access information required from the Client (which are to be provided by means of either the Required Information Form or through a LastPass online account).
Service(s): the services to be provided by Assistant Solutions under these Terms as set out in the Schedule, together with any other services which Assistant Solutions agrees to provide to the Client. Business services offered through Monthly Subscription Packages and Pay-As-You-Go include but are not limited to (i) Organisation: Diary Management, Email Management, To-Do List Management, Travel and Restaurant Booking; (ii) Proofreading, Transcribing and Editing; (iii) Research; (iv) Invoice and Expenses Processing; and (v) Database and System Maintenance. Personal services offered through Monthly Subscription Packages and Pay-As-You-Go include but are not limited to (i) Holiday Booking; (ii) Travel Research; (iii) Property Shortlists; (iv) Household Bills; (v) Utilities Comparison Research; (vi) Liaising with Household Staff; (vii) Personal Projects; and (viii) Gift Shopping.
Third Party: refers to outsourcing certain services to an outside company.
Time Allocation: a maximum allocation of time, stated in the Schedule, which the Client wishes to be decremented from its Assistant Solutions account in respect of that Service.
VAT: value added tax chargeable under English law.
Website: the assistantsolutions.co.uk website.
Writing: includes email, SMS, the Website, or any other means of written communication agreed between Client and Assistant Solutions.
Work: all documents, products and materials developed by Assistant Solutions in relation to the Schedule in any form, including data, reports and specifications (including drafts).
1.1 Assistant Solutions are available during UK business hours 09:00-17:00, Monday to Friday, excluding UK public and bank holidays. Availability outside these hours cannot be guaranteed without agreement in advance and will be subject to additional work surcharges.
1.2 Should Assistant Solutions’ annual leave conflict with the Time Allocation, the Time Allocation affected will be rolled over into the next available business day, or over a course of business days, or weeks, as agreed in writing with the Client. In the event of sickness, the Freelancer will notify the Client as soon as possible of any sick leave. Time Allocation affected will be rolled over into the next available business day, or over a course of business days, or weeks, as agreed in writing with the Client.
1.3 For specified Monthly Subscription packages, a predetermined maximum number of unused hours can be rolled over into the subsequent month and must be used in that month or the hours will be forfeited.
- CLIENT ONBOARDING AND PROVISION OF SERVICES
2.1 Once the Client completes the Booking Form and submits via the Website, the following process will occur:
(a) Assistant Solutions shall begin a telephone or email consultation with the Client to understand the scope of the Work and the Time Allocation required.
(b) Based on the consultation, Assistant Solutions shall send Client the Schedule along with a copy of these Terms and an Engagement Letter. Client shall confirm to Assistant Solutions by means of an email whether there are any changes required to the Schedule. It is the Client’s responsibility to (i) review the Schedule and complete any sections that require Client input and clarification; and (ii) review these Terms and the Engagement Letter.
(c) If a Service requires accessing Client’s Personal Data, there are two options on how the Client can provide the information: (i) the Client can fill out a password protected and encrypted Required Information Form with the relevant details, or (ii) the Client can sign up for a free account on the LastPass password management website and input the necessary data. In order to facilitate a seamless service, all relevant data is required before the Service can be carried out. For more information on LastPass including the safeguarding of data, please visit https://www.lastpass.com/how-lastpass-works
(d) Once the Schedule has been agreed, the Engagement Letter signed, and if appropriate the Required Information Form or LastPass online account completed with relevant personal data, the Client will need to make an advance payment of the Monthly Subscription Fee before any Work can commence. For Pay-As-You-Go, the Client will be charged after the Service has been provided. See clause 3. Fees and Payment for more details.
2.2 Client acknowledges that Assistant Solutions may in its absolute discretion refuse to agree to accept any Service. Client acknowledges that without limitation, Assistant Solutions may refuse to accept or complete any Schedule and Required Information Form submitted in breach of clause 5.1 below.
2.3 Once the Schedule has been agreed, the Engagement Letter signed in accordance with clauses 2.1(a) and 2.1 (b) and emailed back to Assistant Solutions, no amendment shall be made to it except as agreed by the Client and Assistant Solutions (together the “Parties”) in writing.
2.4 Any relevant Client Material will be provided by the Client to Assistant Solutions through an agreed Cloud service or email.
2.5 Assistant Solutions will endeavour to meet the requests as set out in the Schedule within any stated Time Allocation. If it is unable to do so, it will notify Client of the additional time likely required to complete the Schedule. Client shall then have the choice of purchasing such additional time allocation (subject to availability); or the Client will need to scale back the requirements; or abandon the Schedule (in which case Assistant Solutions shall be under no obligation to continue working on it and will charge for the Time Allocation already spent on the Service(s)).
3. FEES AND PAYMENT
3.1 The Client shall be solely responsible for the payment of the Fees.
3.2 All Fees are currently not liable to VAT.
3.3 Assistant Solutions shall ensure it records the amount of time spent on the Services.
3.4 For Monthly Subscription Packages, the Client shall pay the Fee to Assistant Solutions in advance and then on the Payment Day of each month. For Pay-As-You-Go, the Fee shall be invoiced to the Client weekly, on the last business day of the week, and payable within three business days of the invoice date.
3.5 For hours that are incurred in excess of the Time Allocation as represented in a Monthly Subscription Package, the hourly fee will be charged at the £35 per hour. Normal hours of work and availability are set out in the Availability Clause 1. For work outside these hours, Assistant Solutions will apply an out-of-hours work surcharge of £40 per hour. If work is requested during UK Public holidays or Bank holidays, or over a weekend, the out-of-hours work surcharge will be £80 per hour.
3.6 If the Client would like to upgrade or downgrade their Monthly Subscription, they can do so by providing one months’ written notice.
3.7 If Assistant Solutions recommends an amount of Time Allocation to the Client, it is an estimate only and the Client agrees that it may differ from the actual time spent on the Services.
3.8 If there are any incurred expenses associated with completing a Service, for example printing and posting or calling a telephone number outside of the UK, the incurred expenses will be invoiced at cost rate to the Client and payable within three business days of the invoice date.
3.9 The Parties agree that Assistant Solutions may review and increase its Fees. Assistant Solutions shall give the Client written notice of any such increase in advance of the proposed date of that increase, which shall take effect on the next Payment Day.
3.10 In the event that the Monthly Subscription payment is for any reason (other than default or negligence of Assistant Solutions) not received in advance of the relevant Services being provided, or in the case of Pay-As-You-Go Clients, payment is not received within three business days of the invoice date, then, without prejudice to any other right or remedy that Assistant Solutions may have:
(a) the Client shall pay interest on the overdue amount at the rate set out in the Engagement Letter, or where the Engagement letter does not specify at the rate of 2.22% per month (equivalent to unauthorised overdraft rate from the bank). Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount; and
(b) Assistant Solutions may suspend all Services until payment has been made in full.
3.11 All sums payable to Assistant Solutions under these Terms shall become due immediately on its termination, despite any other provision. This clause 3.11 is without prejudice to any right to claim for interest under the law, or any such right under these Terms.
3.12 All amounts due under these Terms shall be paid in full without any set-off, counterclaim, deduction or withholding. The Fees are quoted on the basis of a business-to-business arrangement where Assistant Solutions is entitled to be paid fees without deductions. If the Client makes any tax withholding or deduction of PAYE and/or NI from the face value of Assistant Solutions’ invoices; and or if the Client’s action or inaction brings the Agreement within scope of IR35 or any other tax obligation that results in the need for the Client to make deductions at source; and/or if the Client insists that Assistant Solutions works under an umbrella company (so requiring Assistant Solutions to bear the burden of charges and fees), then the invoice amount(s) will automatically be adjusted upwards to ensure Assistant Solutions receives payment of the face value of the original invoice(s) and/or fees as quoted in the Engagement Letter. Assistant Solutions may also charge the Client for umbrella company and other associated costs, including and not restricted to National Insurance. Fees will be upwardly adjusted from that point onwards so that the net receipts against the invoice match the value in the original Engagement Letter and/or quotation for the Work.
3.13 Assistant Solutions shall deduct and pay over to HMRC any tax and national insurance that may be required under any tax obligation imposed on Assistant Solutions. If the Client is involved in a dispute with HMRC over who should be paying such tax, Assistant Solutions will produce the relevant receipts and other existing paperwork to help the Client reduce or resist the demand.
3.14 Time Allocation is charged in 15-minute slots, so a five-minute call may incur a 15-minute charge if this is a unique call during the day. Fees will be subject to a minimum one-hour charge on days when Work is required.
3.15 Assistant Solutions has software and equipment that they use at no additional charge to the Client. Where Assistant Solutions needs license fees or usage fees to provide support for the Client, Assistant Solutions will charge the Client the cost of any licenses the Client has authorised them to purchase.
3.16 In the event that following reasonable efforts on Assistant Solutions’ part to recover any sums owed to it under these Terms by the Client, Assistant Solutions may refer the matter to an accredited collections agency. Assistant Solutions shall be entitled to charge to Client any sums charged by such collection agency in respect of recovery of the outstanding sums.
4. ASSISTANT SOLUTIONS’ OBLIGATIONS
4.1 All Work produced in respect of the Services shall be produced on a best effort basis with reasonable skill and care.
4.2 Assistant Solutions shall use reasonable endeavours to provide the Services, and to deliver the Work to the Client, in accordance with the Schedule in all material respects.
4.3 Assistant Solutions shall use reasonable endeavours to meet any performance dates specified in the Schedule, but any such dates shall be estimates only and time for performance by Assistant Solutions shall not be of the essence of these Terms or of any Schedule.
4.4 Whilst Assistant Solutions will follow the instructions in the Schedule, Client acknowledges that it shall have no control over the manner in which, or the location at which the Services shall be provided, nor the choice of tools and equipment by which the Services will be provided.
4.5 Assistant Solutions will solely undertake the Services and will not delegate any or part of the Service to a Third Party.
4.6 Assistant Solutions will use all reasonable endeavours to ensure that the Website and its PC are free from viruses, trojans, or other malware.
5. CLIENT’S OBLIGATIONS
5.1 The Client shall at all times cooperate with Assistant Solutions in all matters relating to the Services; and:
(a) promptly provide the resources the Client is responsible for;
(b) provide clear guidelines for the tasks required;
(c) obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the receipt by it of the Services;
(d) ensure that it has the right to submit requests, including any Intellectual Property Rights contained in it;
(e) not submit requests that it did not create or that it does not have permission to post;
(f) not submit requests that require the installation of any software beyond the standard Microsoft Office package;
(g) refrain from submitting requests that, if completed, are likely to involve the infringement of any person’s Intellectual Property Rights or which might be offensive, illegal, defamatory or which might violate the rights, harm, or threaten the safety of any person; and
(h) refrain from submitting requests that, if completed, are likely to involve the processing of personal data involving individual children, individuals’ criminal records, or any of the following: personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person’s sex life or sexual orientation.
5.2 All Work carried out by Assistant Solutions will be carefully proofread, however final proofreading of the Work is the responsibility of the Client.
5.3 If Assistant Solutions’ performance of its obligations under these Terms is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Assistant Solutions shall not be liable for any costs, fees or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.
5.4 The Client shall be liable to pay to Assistant Solutions, on demand, all reasonable costs, fees or losses sustained or incurred by Assistant Solutions (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person, and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from the Client’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under these Terms, subject to Assistant Solutions confirming such costs, fees and losses to the Client in writing.
5.5 The Client warrants that it has the right to disclose the Confidential Information and the Client Material to Assistant Solutions and to authorise Assistant Solutions to use it for the purpose of providing the Services.
5.6 The Client agrees not to reproduce, duplicate, copy or re-sell the Services, the Website or any part of them.
5.7 The Client acknowledges that it is not entitled to direct or control the work of Assistant Solutions or impose any specific location in which the Service is to be fulfilled.
5.8 Client acknowledges that the range of Services provided by Assistant Solutions are neither unlimited nor fixed, and that Assistant Solutions may without liability increase or reduce the scope of Services. If the Client’s agreed Services are affected by these changes Assistant Solutions shall provide at least one-month advance notice.
5.9 Assistant Solutions’ ability to meet timetables and deadlines depends on the Client’s giving them access in good time to all the information or resources Assistant Solutions needs from the Client. If the Client is late with information or resources, Assistant Solutions reserves the right to reschedule Services. There is no automatic right to roll over Services from an earlier period.
6.1 Assistant Solutions cannot and does not guarantee that all Work will be 100% error-free or comprehensive.
6.2 Assistant Solutions makes no warranty that:
(a) the Services will meet the Client’s requirements or expectations;
(b) the Website will be uninterrupted in its availability, timely, secure, or error-free;
(c) the Work will be error-free or comprehensive;
(d) the Services will be carried out in the agreed Time Allocation in the event of sickness;
(e) despite Assistant Solutions taking appropriate technical and organisational measures intended to ensure such security, the Client Material and Confidential Information will be 100% secure against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
6.3 To the maximum extent permitted by law, Assistant Solutions disclaims any and all implied warranties in respect of the Work and the Services, except as expressly set out in these Terms.
7. FORCE MAJEURE
7.1 Force Majeure Event means any circumstance not within a party’s reasonable control including:
(a) acts of God, flood, drought, earthquake or other natural disaster;
(b) epidemic or pandemic;
(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
(d) nuclear, chemical or biological contamination or sonic boom;
(e) any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition or failing to grant a necessary licence or consent;
(f) collapse of buildings, fire, explosion or accident;
(g) any labour or trade dispute, strikes, industrial action or lockouts;
(h) non-performance by suppliers; and
(i) interruption or failure of utility service.
7.2 Provided it has complied with clause 7.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under these Terms by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of these Terms or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
7.3 The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.
7.4 The Affected Party shall: (a) as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and (b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
7.5 If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 4 weeks, the party not affected by the Force Majeure Event may terminate these Terms by giving 1 week’s written notice to the Affected Party.
8. LIMITATION OF LIABILITY
8.1 Nothing in these Terms limits or excludes Assistant Solutions’ liability for:
(a) death or personal injury caused by its negligence;
(b) its fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
8.2 Subject to clause 8.1, Assistant Solutions shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of or damage to goodwill;
(f) loss of use or corruption of software, data or information;
(g) any indirect or consequential loss.
8.3 Assistant Solutions is not liable for failure to provide services where it is not reasonably practicable to do so due to circumstances beyond their control.
8.4 The Client will indemnify Assistant Solutions against any fines, costs, expenses, losses or other harm that comes to them from following any unlawful instruction or instruction to act in an unlawful way that was given by the Client.
8.5 Fees are determined on the basis of the limits of liability set out in the next four paragraphs. The Client may request that Assistant Solutions agrees to a higher limit of liability (provided insurance cover can be obtained therefor) in which case their Fee rates may be adjusted, or an additional charge may be made.
8.6 There shall be no personal liability of Assistant Solutions arising in any way out of the performance or non-performance of services or relating to the supply of products.
8.7 Assistant Solutions’ aggregate financial liability to the Client shall not exceed the pro rata fees paid for the action(s) which gave rise to such liability.
8.8 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from these Terms.
9.1 Without affecting any other right or remedy available to it, either party may terminate the agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under these Terms on the due date for payment and remains in default not less than three business days after being notified to make such payment;
(b) the other party commits a material breach of any term of these Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 calendar days after being notified in writing to do so;
(c) the other is affected by an event or process of insolvency, or ceases to conduct business; or
(d) the other party repeatedly breaches any of the terms of these Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these Terms.
9.2 Either party may terminate the agreement constituted by these Terms at any time by written notice of not less than two weeks. The final payment will be invoiced and calculated on a pro-rata basis and payable immediately. For Pay-As-You-Go, either party may terminate at any time, in writing, with the option of immediate effect (in which case all tasks being worked on will cease from that point onwards). The final payment will be calculated and invoiced for the time spent up until that point, or up until a date agreed in writing and payable immediately.
9.3 Any Work done after termination of the agreement will be charged at the normal hourly rate or equivalent. This will include responding to emails, returning information, finding information, or any other action taken as a result of an email or telephone call from the Client. If the Client wishes to avoid this, please remove Assistant Solutions from all email groups and email correspondence and make no further requests for action or information. Termination of Work will not invalidate such charges and invoices should be paid in accordance with these Terms.
10. CONSEQUENCES OF TERMINATION
10.1 On termination of these Terms:
(a) the Client shall immediately pay to Assistant Solutions all of Assistant Solutions’ outstanding unpaid invoices and interest. In respect of Services supplied but for which no invoice has been submitted, Assistant Solutions may submit an invoice, which shall be payable immediately on receipt;
(b) Client may, from one month from the date of such termination, cease to have access to any information in respect of any particular Service;
(c) the following clauses shall continue in force: clause 8 (Limitation of liability), clause 10.1, clause 11 (Intellectual property rights), clause 12 (Confidentiality and Assistant Solutions’ property), and clause 17.4.
10.2 Upon termination of the Agreement further time-based charges may be incurred in handing over, returning data, or responding to enquiries. These will be charged at the normal hourly rate or the equivalent.
10.3 Termination or expiry of these Terms shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 The Parties acknowledge and agree that the Client will hold all intellectual property rights in any work resulting from the Services including, but not limited to, copyright and trademark rights. Assistant Solutions agrees not to claim any such ownership in such intellectual property at any time prior to or after the completion and delivery of such work to the Client.
11.2 For the avoidance of doubt, any Confidential Information of Client and any Client Material shall remain in the ownership of Client.
11.3 The Client acknowledges that, where Assistant Solutions does not own any or all of any pre-existing materials comprised in any Work, the Client’s use of rights in pre-existing materials is conditional on Client obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle Client to use the Work.
12. CONFIDENTIALITY AND ASSISTANTS SOLUTIONS’ PROPERTY
12.1 Assistant Solutions shall not (i) disclose to any third party any details regarding the Client’s Personal Data including, without limitation, any information regarding any of the Client’s customer information, business plans, or price points (the “Confidential Information”) unless requested to do so by the Client; (ii) make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested to do so by the Client; or (iii) use Confidential Information other than solely for the benefit of the Client.
12.2 The obligation in clause 12.1 shall not apply to any information which:
(a) is, or becomes, generally available to the public (other than as a result of disclosure by Assistant Solutions in breach of these Terms); or
(b) was available to Assistant Solutions on a non-confidential basis before disclosure by the Client; or
(c) was, is or becomes available to Assistant Solutions on a non-confidential basis from a person who, to Assistant Solutions’ knowledge, is not bound by a confidentiality agreement with the Client, or otherwise prohibited from disclosing the information to the Client; or
(d) was lawfully in the possession of Assistant Solutions before the information was disclosed to it by the Client; or
(e) the Parties agree in writing is not confidential or may be disclosed; or
(f) is developed by or for Assistant Solutions, independently of the information disclosed by the Client; or
(g) is trivial, obvious or useless.
12.3 Assistant Solutions may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority (including any securities exchange) or by a court or other authority of competent jurisdiction. However, to the extent it is legally allowed to do so, it must give the Client as much notice of that disclosure as possible.
12.4 At the reasonable request of the Client, Assistant Solutions shall destroy or return the Confidential Information to the Client and any materials (whether in written or other recorded form) containing, or making use of the Confidential Information.
13. DATA PROTECTION AND PRIVACY
In respect of any Client Personal Data, the Client acknowledges and agrees that where Client Personal Data is provided to Assistant Solutions by the Client, Assistant Solutions shall be the data processor (as defined in Data Protection Laws) of it, and Assistant Solutions’ processing of such Client Personal Data shall be subject to the Assistant Solutions Data Processing Terms set out below in clause 14;
14. DATA PROCESSING TERMS
14.1 In this clause, Personal Data, Data Subject, Data Processor and Data Controller shall bear the meanings ascribed to them in Data Protection Laws.
14.2 To the extent that Assistant Solutions shall process Client Personal Data as Data Processor of the Client, it shall do so in compliance with the obligations placed on it as Data Processor under Data Protection Laws.
14.3 The Client shall at all times comply with all Data Protection Laws in connection with the processing of Client Personal Data. The Client shall ensure all instructions given by it to Assistant Solutions in respect of Client Personal Data shall at all times be in accordance with Data Protection Laws. The Client shall indemnify and keep indemnified Assistant Solutions against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, fees, expenses, compensation paid to Data Subjects, demands and legal and other professional costs arising out of or in connection with any breach by the Client of its obligations under this clause 14.
14.4 Assistant Solutions shall:
(a) only process the Client Personal Data in accordance with this Agreement (and not otherwise unless alternative processing instructions are agreed between the Parties in writing) except where otherwise required by applicable law (and shall inform the Client of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest); and
(b) if Assistant Solutions believes that any instruction received by it from the Client is likely to infringe the Data Protection Laws, promptly inform the Client and be entitled to cease to provide the relevant Services until the Parties have agreed appropriate amended instructions which are not infringing.
14.5 Taking into account the state of technical development and the nature of processing, Assistant Solutions shall implement and maintain appropriate technical and organisational measures to protect the Client Personal Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access, as set out below:
Active security measures:
- Antivirus and malware protection
- Complete real-time data protection
- Network threat defence
- Advanced threat defence
- Multi-layer ransomware protection
- Web security
Privacy security measures:
- File encryption
- Privacy firewall
- Wifi security advisor
- Social network protection
- Vulnerability assessment
- Data is backed up to Cloud servers on a live/live basis
- Data is backed up over secure encrypted tunnels
14.6 Assistant Solutions shall (at the Client’s cost):
(a) assist the Client in ensuring compliance with the Client’s obligations pursuant to Articles 32 to 36 of the GDPR (and any similar obligations under applicable Data Protection Laws) taking into account the nature of the processing and the information available to Assistant Solutions; and
(b) taking into account the nature of the processing, assist the Client (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of the Client’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Client Personal Data.
14.7 Assistant Solutions may transfer Client Personal Data processed under this Agreement outside the European Economic Area (“EEA”) or Switzerland as necessary to provide the Services. If Assistant Solutions transfers Client Personal Data to a jurisdiction for which the European Commission has not issued an adequacy decision, Assistant Solutions will ensure that appropriate safeguards have been implemented for the transfer of Client Personal Data in accordance with Data Protection Laws.
14.8 Assistant Solutions shall, in accordance with Data Protection Laws, make available to the Client such information that is in its possession or control as is necessary to demonstrate Assistant Solutions’ compliance with the obligations placed on it under this clause 14 and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by the Client for this purpose. Any information obtained by the Client as a result shall be treated as confidential.
14.9 Assistant Solutions shall notify the Client without undue delay and in writing on becoming aware of any security breach in respect of any Client Personal Data.
14.10 On the end of the provision of the Services relating to the processing of Client Personal Data, at the Client’s cost and the Client’s option, Assistant Solutions shall either return all of the Client Personal Data to the Client or securely dispose of the Client Personal Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires Assistant Solutions to store such Client Personal Data.
14.11 This clause 14 shall survive termination or expiry of this Agreement.
14.12 The Client shall ensure that: Data subjects are provided with appropriate information regarding the processing of their Client Personal Data, including by means of offering a transparent and easily accessible public privacy notice.
14.13 Processing of the Client Personal Data by Assistant Solutions under these Terms shall be as set out below.
(a) Subject-matter of processing: Processing of Client Personal Data for the purposes of storage.
(b) Duration of Processing: For the duration of the provision of the Services.
(c) Nature and purpose of the processing: storing Client Personal Data comprised in Client Material for the purposes of processing in respect of a Service.
(d) Type of Personal Data: Any personal data comprised in Client Materials submitted direct to Assistant Solutions by the Client. This will not include ‘special categories of data’ under Article 9 of GDPR.
(e) Categories of Data Subjects: Data subjects identified in personal data comprised in Client Materials submitted direct to Assistant Solutions by the Client.
15. IF CLIENT IS UNHAPPY WITH THE SERVICES
15.1 If the Client is not satisfied with the Work or any other aspect of the Services, contact should be made to email@example.com. If Client can demonstrate that a particular requirement of a Service accepted by Assistant Solutions has not been met, but that Hourly Fees have been made (or Client’s allocation of time purchased by the Monthly Subscription Fee has been decremented) in respect of the requirement, Assistant Solutions shall either (at its option) arrange for the Work to be completed satisfactorily, or arrange for a credit of the time charged in respect of such unmet requirement.
15.2 Refunds are at the sole discretion of Assistant Solutions.
16.1 Subject to clause 16.2, no variation of these Terms shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
16.2 Assistant Solutions may revise these Terms from time to time and will notify Client of any change in advance by means of an email. Assistant Solutions will only revise the Terms applicable to the then-current Monthly Subscription Fee billing period to the extent that they are necessary to reflect the changes in relevant laws and regulatory requirements. All other revisions will apply from the following Monthly Subscription Fee billing period.
17.1 No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
17.2 A reference to writing or written includes e-mail and interaction through the Website. Any obligation on a party not to do something includes an obligation not to allow that thing to be done. References to clauses are to the clauses of these Terms.
17.3 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
17.4 The rights and remedies provided under these Terms are in addition to, and not exclusive of any rights or remedies provided by Applicable Law.
17.5 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
17.6 If any provision or part-provision of these Terms is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
17.7 No person who is not a party to this agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
17.8 The agreement constituted under these Terms 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. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms. Nothing in this clause shall limit or exclude any liability for fraud.
17.9 The Client agrees that any terms and conditions inconsistent with or in addition to these Terms, purported to be imposed by Client, shall not be applicable.
17.10 The agreement constituted under these Terms is personal to the Client and the Client shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under these Terms. Assistant Solutions may at any time on 30 days’ notice assign, transfer, mortgage, charge or deal in any other manner with any or all of its rights and obligations under these Terms.
17.11 Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
17.12 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
17.13 No one other than a party to these Terms, their successors and permitted assignees, shall have any right to enforce any of its terms.
17.14 Assistant Solutions is based in the UK. 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 these Terms or its subject matter or formation (including non-contractual disputes or claims).