These Terms of Business supplement the agreement set out in the contract.
Work will commence when the contract has been signed and the first invoice paid.
The Services to be provided are set out in the Contract. They can be amended in writing only to the other party involved.
EXPECTATIONS
Quality standards are set out in the Contract.
All work is undertaken at our business premises. When asked to travel to other premises, travel time and travel expenses will be charged.
Our objectives, expressed in general terms, will be:
To support your business;
To understand your key timings.
In order for us to achieve the best results for you, we need your active co-operation. Specifically, you should:
Promptly provide the resources you are responsible for;
Provide clear guidelines for the tasks required.
We will normally provide all equipment needed to perform the Services. We will set out in the Contract any items that are chargeable to you.
Insurance: Both parties affirm that the appropriate insurance coverage with regards to the Services agreed upon has been obtained.
BUSINESS ARRANGEMENTS
Our Services are provided on a ‘business-to-business’ basis.
The way we work is part of our trade know-how and shall not be under your direction or control.
We shall continue to market our services and work for other clients and maintain an independent business of our own.
Authority: The Client named in the Contract will be our main contact and has the authority to agree payments and to agree changes to Services. We will not order any goods or services on your behalf unless it is authorised by that person.
BUSINESS CONTINUITY AND RESILIENCE
We may nominate one or more contractors for holiday and sickness cover. These will be given the necessary access when they are about to be used.
From time to time, we may use experts to supplement our own expertise where such expertise is needed and not provided via a 3rd party contracted directly with you.
We may delegate elements of your work, or entire projects to suitably qualified members of our team to provide appropriate depth of resources to meet your business deadlines.
All our team are contracted to confidentiality and appropriate GDPR standards where necessary.
TIMING AND STANDARD OF PROVISION OF SERVICES
We will use our reasonable endeavours to deliver Services according to the timetable described in the Contract. Where work is undertaken by retainers you must specify your priorities and deadlines in line with the number of hours that you have purchased. We will let you know if we expect that campaign or other deadlines may not be met.
If you want more work than the time you have purchased, you need either to scale back your requirements or purchase more hours subject to availability.
Our ability to meet timetables depends on your giving us access in good time to all the information or resources we need from you. If you are late with information or resources, we reserve the right to reschedule Services or you may simply have lost that period of hours. There is no automatic right to roll over hours from an earlier period.
While we do everything, we can to ensure the accuracy of the work we do for you, the final sign off rests with you and it is your responsibility to check the work before it goes out.
FEES, PAYMENTS AND EXPENSES
Payments are due upon receipt of invoice. Natalie O’Shea Business Support reserves the right to charge interest on a daily basis on outstanding sums at the statutory interest rate, as per government guidelines.
Natalie O’Shea Business Support reserves the right to halt services and not to return work if invoices are not paid in a timely manner.
Pre-paid hours are non-refundable and are valid for one calendar month unless agreed otherwise within the contract.
All hours are billed in increments of 5 minutes. Any items requested to be purchased will be charged to the client accordingly in the form of a disbursements invoice and will be payable upon receipt of invoice. Natalie O’Shea Business Support reserves the right to charge interest on a daily basis on outstanding sums at the statutory interest rate being 8% plus the Bank of England base rate.
All postage, printing, other stationery or additional expenses bought on behalf of the Client’s business will be added to the invoice for reimbursement.
Printing will be outsourced and charged at cost and will be billed separately.
An agreement, in writing or by email, of a set number of hours a week or month may not be carried over to subsequent periods by the client, without prior written agreement from both parties.
Billable time includes meetings and calls, and includes the writing and / or reading of correspondence sent by mail or email.
A time report can be provided to the client upon request.
Either the Client, Natalie O’Shea Business Support or their associates have the right to terminate a contract for services if there is a breach of its terms, or in the event of inappropriate or aggressive behaviour.
RIGHTS TO USE / COPYRIGHT
The Rights in work completed shall be ours. Upon payment of our fees and charges we will assign to you the Rights in Materials uniquely created under the Contract. We agree to sign any further documents needed to complete the transfer of those Rights to you. This will not include the Rights to any templates or structures or methodologies that we used to create Materials.
Information and documents which we provide to you remain our absolute property unless and until assigned to you.
You promise not to breach any third-party copyright, trade / service mark or privacy rights in sending us material to work on. You promise not to use any confidential or restricted information that belongs to someone else in sending us work.
We will keep full records of the work that we have done for you and the contacts we have made with people on your behalf.
We will not access, use, copy, distribute or publish any part of any information, data or documents created uniquely for you (once paid for), for our own or any other person’s benefit or purposes.
POLICIES AND PROCEDURES
Complaints Procedure. We are committed to providing a quality service for our clients and working in an open and accountable way that builds trust and respect. One of the ways in which we can continue to improve our service is by listening and responding to the views of our clients, members, and trainees, and in particular by responding positively to complaints, and by putting mistakes right. Therefore, we aim to ensure that:
Making a complaint is as easy as possible;
We treat a complaint as a clear expression of dissatisfaction with our service which calls for an immediate response;
We deal with it promptly, politely and, when appropriate, confidentially;
We respond in the right way – for example, with an explanation, or an apology where we have got things wrong, or information on any action taken etc;
We learn from complaints, use them to improve our service and review annually our complaints policy and procedures.
We recognise that many concerns will be raised informally and dealt with quickly. Our aims are to resolve informal concerns quickly; keep matters low-key; enable mediation between the complainant and the individual to whom the complaint has been referred.
An informal approach is appropriate when it can be achieved. But if concerns cannot be satisfactorily resolved informally, then the formal complaints procedure should be followed.
Definition: a complaint as ‘any expression of dissatisfaction that relates to Natalie O’Shea Business Support and that requires a formal response’.
Purpose: The formal complaints procedure is intended to ensure that all complaints are handled fairly, consistently, and wherever possible resolved to the complainant’s satisfaction.
In the event of a formal complaint, we will:
acknowledge the formal complaint in writing;
respond within a stated period of time;
deal reasonably and sensitively with the complaint;
take action where appropriate.
A complainant’s responsibility is to:
bring their complaint, in writing, to our attention within 8 weeks of the issue arising;
raise concerns promptly and directly with the client manager
explain the problem as clearly and as fully as possible, including any action taken to date;
allow us a reasonable time to deal with the matter;
recognise that some circumstances may be beyond our control.
Except in exceptional circumstances, every attempt will be made to ensure that both the complainant and any representatives of Natalie O’Shea Business Support (or any subsidiaries) maintain confidentiality in accordance with our Privacy Policy. However, the circumstances giving rise to the complaint may be such that it may not be possible to maintain confidentiality (with each complaint judged on its own merit). Should this be the case, the situation will be explained to the complainant
Formal Complaints Procedure
Stage 1
In the first instance, if you are unable to resolve the issue informally, you should email us at support@natalieoshea.co.uk, so that we have a chance to put things right. In your email you should set out the details of your complaint, the consequences for you as a result, and the remedy you are seeking.
You can expect your complaint to be acknowledged within 3 working days of receipt. You should get a response and an explanation within 10 working days.
Stage 2
If you are not satisfied with the initial response to the complaint then you can email our CEO at support@natalieoshea.co.uk and ask for your complaint and the response to be reviewed. You can expect the CEO to acknowledge your request within 7 working days of receipt and a response within 15 workings days.
We aim to resolve all matters as quickly as possible. However, inevitably some issues will be more complex and therefore may require longer to be fully investigated. Consequently, timescales given for handling and responding to complaints are indicative. If a matter requires more detailed investigation, you will receive an interim response describing what is being done to deal with the matter, and when a full reply can be expected and from whom
If there is anything about your project that is not going as you want, or if you have any query or complaint, speak to us straight away.
When working at our own premises, we are responsible for our own health and safety.
We may from time-to-time work at your premises and be covered by your health and safety policy.
We handle Personal Data in accordance with our Data Privacy Policy.
CONFIDENTIAL INFORMATION
You may need to share Confidential Information with us. It may be business information or information about individuals (which is also covered in Clause 10 below). We will only use Confidential Information that you send us to perform the Services set out in the Contract or if we are required to disclose it by law. We may keep some Confidential Information to keep a record of what we did for you. We will keep personal data in line with our data retention policy (a copy of which can be found with our data privacy policy).
We will need to agree with you on a safe and secure system of you sending us your confidential documents and information (and us returning them to you). We are not liable for data that is not securely transmitted to us.
Where you wish us to access systems that contain information that identifies living individuals, you should provide us with a unique log in to your existing software platforms and systems.
Where multi-user logins are not available you will securely share passwords through password lockers and change those passwords at appropriate intervals.
We will not set up any social media or email account or fan/group/web/ forum pages using our name or our brand name(s), or for people to respond to unless your Contract specifically says so. The default user will be set up using your information and contact details unless you specify otherwise.
Note that we may make and keep temporary backups to ensure continuity of service.
We only work with UK based clients and companies, due to insurance reasons.
All our virtual assistants are UK based and sign strict confidentiality contracts.
DATA PRIVACY
We will process your own Personal Data in line with our data privacy policy.
When you want us to access or use Personal Data about someone other than you (3rd party data), you must have completed the appropriate Data Processing Form and send a copy by email from your usual business address. While processing personal data in the provision of Services, we will be acting as ‘data processor’ for you, and you are the ‘data controller’.
We will process 3rd Party Data on your behalf only in response to your written instructions (which may be in the Contract, Data Processing Form, or in separate email or document) except where we are required by law to do so.
We are subject to a duty of confidence (see Clause 9.a and Clause 4.d (in relation to our team)).
We will take appropriate measures to ensure the security of our Processing of your 3rd Party Data.
We will assist you in allowing 3rd parties to exercise any of their Data Privacy rights (including subject access). This will result in additional time-related charges (see Clause 6 above).
We will apply the security measures you set out in the Data Processing Form for protecting and securing your data.
We will email you if we become aware of a Personal Data Breach. We will assist you in your investigations in establishing how this occurred. We will assist you, as you may reasonably require, in meeting your Data Privacy obligations in relation to the security of processing, the notification of personal data breaches and data protection impact assessments. This will result in additional time-related charges (see Clause 6 above)
On written request by you, we will delete or return all 3rd Party Data supplied by you or assembled by us in the course of delivering Services to you. This will result in additional time-related charges (see Clause 6 above).
Unless the Data Processing Form specifies otherwise, we will delete all 3rd party data supplied by you from systems within our control within six weeks of the end of the Contract without returning copies to you; we will not remove data from systems you have given us access or log-ins to, since those systems will remain under your control and we would expect you to remove our access to them after the end of the Contract.
If you wish us to store 3rd Party Data beyond the termination of the Booking and the six-week run on, you must specify this in the Data Processing Form. This will result in additional time-related charges (see Clause 6 above).
You may audit and inspect how we handle your 3rd party data. We will provide you with whatever information you need to ensure that the relevant Data Privacy obligations are being met; this will result in additional time-related charges (see Clause 6 above).
We will tell you immediately if we believe we are asked to do something infringing Data Privacy law. We are not legal experts and it is up to you to take appropriate legal advice on how to comply with Data Privacy rules and regulations.
If you have instructed us to do something we believe is not within the law, we reserve the right to take advice from the Information Commissioner’s help line and to act in accordance with their indications or advice.
If you direct us to perform work that is counter to ICO indications or advice, we may seek a deposit from you against the likelihood of fines or other action being taken against us. We may specify such a sum as we think is appropriate.
It is always your responsibility to specify suitably secure platforms and processes and to share data with us in a secure way.
Your information is held securely and backed up in accordance with UK Data Protection Laws, including GDPR.
We are a registered Data Protection Controller (ICO Registration: ZB388922). Data controller is: Natalie O’Shea, Natalie O'Shea Business Support email: support@natalieoshea.co.uk and all information requests should be made via email in the first instance.
All original work will be returned to clients as soon as work is completed, unless otherwise requested.
On written termination of contract, we delete all client data held, excluding data held for our own tax records and contract documents.
Our privacy policy has been provided under separate cover.
RESTRICTION AND LIMITATION
Whilst working with us, you may be working with our associates and employees who support us. They are all under contractual terms that prohibit them from working directly for our clients other than through us, and you must not participate in them breaching their obligations to us. If you want one of our team to work directly for you, we would consider releasing them from their contractual obligations for a suitable fee representing the all-in cost of locating, recruiting and training a substitute and our loss of profit during this period.
We will not be liable for failure to provide services where it is not reasonably practicable to do so due to circumstances beyond our control.
You will indemnify us against any fines, costs, expenses, losses or other harm that comes to us from following any unlawful instruction or instruction to act in an unlawful way that was given by you.
Our fee rates are determined on the basis of the limits of liability set out in the next four paragraphs. You may request that we agree to a higher limit of liability (provided insurance cover can be obtained therefore) in which case our fee rates may be adjusted, or an additional charge may be made.
There shall be no personal liability of any of our principals, directors, partners, employees, agents or subcontractors arising in any way out of the performance or non-performance of services or relating to the supply of products.
We shall have no liability for any indirect or consequential losses or expenses suffered by you, however caused, including but not limited to loss of anticipated profits, goodwill, reputation, business receipts or contracts, or losses or expenses resulting from third party claims.
Our aggregate financial liability to you shall not exceed the pro rata fees paid for the action(s) which gave rise to such liability.
Nothing in these Terms shall be interpreted as excluding or restricting any legal liability on us or others where liability cannot legally be excluded or restricted.
TERMINATION
Work ends on the completion date specified in the Contract or on completion of the work whichever is earlier.
Either party may terminate a Contract summarily at any time by giving notice in writing to the other party if:
the other party commits a material breach of agreement and such breach is not remediable;
the other party commits a material breach of agreement which is not remedied within 14 days of receiving written notice of such breach and requiring its remedy from the injured party;
any consent, licence or authorisation held by the other party is revoked or modified such that the other party is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled; or
the other party is subject to any procedure or takes any action relating to their potential insolvency or winding up or being placed into administration or entering into a creditors’ voluntary arrangement or any other process reasonably indicating to the first party that the other party will not be able to meet its obligations under the Contract as they fall due.
Terminating a Contract shall not affect rights and obligations already accrued.
Any work done after termination of a Contract or this agreement will be charged at the normal hourly rate. 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 you or the workgroup normally assigned to give instructions to us. If you wish to avoid this, please remove us from all email groups and email correspondence and make no further requests for action or information. Termination of a Contract will not invalidate such charges and invoices should be paid in accordance with these Terms.
LAW
If we or you delay or fail to enforce any term of a Contract or these Terms on any occasion, that will not affect or limit our or your ability to enforce that term on any other occasion or at any time.
We will not be liable for any losses you might sustain arising directly or indirectly from our completing work save in so far as the same arises directly from our negligence
If any provision or part of a provision of a Contract or these Terms is unenforceable, word(s) shall be struck from the agreement to the minimum extent necessary to make the agreement enforceable and this shall not affect the enforceability of the other provisions of the agreement.
This contract shall be governed by and constructed in accordance with the laws of the United Kingdom and shall be subject to the non-exclusive jurisdiction of the court of Great Britain.
SUBMITTING WORK
Our normal working hours are displayed in the Contract. Availability outside these hours cannot be guaranteed without agreement in advance, and work outside those availability hours will be subject to additional work surcharges. We are not available over the weekend or on Bank and Public Holidays unless expressly agreed.
All work requests should be submitted to our central email support@natalieoshea.co.uk, unless otherwise agreed. This ensures we can schedule and track all work.
We will acknowledge all work within one working day during business hours of Monday-Friday 9am-5pm. If you haven’t received an acknowledgement, please email us and check we have received the request.
All details (e.g. templates, passwords or processes etc.) should be submitted along with work at time of submission. We will not schedule work until all the materials are received.
Final proofreading and checking of all work supplied is the responsibility of the client.
Any errors must be reported within two (2) days of receipt of completed work. Errors generated by Natalie O'Shea Business Support or their associates will be rectified free of charge, but amendments or alterations requested by the client thereafter will be charged at the standard hourly rate.
When submitting databases or marketing work, you may be asked how people requested this information and be asked for proof of validation in order to comply with GDPR.
DIGITAL FORMATS FOR WORK
We use the following programmes: Microsoft Word, Microsoft Powerpoint, Microsoft Excel, Microsoft Publisher, Adobe Acrobat PDF, Google Docs, G-Suite, Zoom, Katra, FEA Create, Kajabi, Later, Asana, ClickUp, Toggl, Slack, WhatsApp, Canva, Mailchimp, Airtable and Dropbox amongst other platforms. We will always try to support other formats or programmes. However, we request that you discuss this with us prior to booking our services to ensure we can accommodate this request.
