This is an agreement between Andrea Archer operating as Assistopia (Hereafter referred to as the Virtual Assistant) and [YOUR COMPANY NAME HERE], (Hereafter referred to as the Client) (each a “Party” and collectively the “Parties”).

1. ACCEPTANCE OF AGREEMENT. The Client agrees to the terms and conditions outlined in this Agreement. This Agreement constitutes the entire and only agreement between the Virtual Assistant and the Client, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Virtual Assistant and Client relationship, the content, products or services provided by us and the subject matter of this Agreement.
1.1. Signature. Virtual signature may be used and recognised.

2. ENGAGEMENT. The Virtual Assistant agrees to perform tasks and related services to and for the Client (the “Services”) as may be requested from time to time by the Client, including, but not limited to, the services specified on Exhibit A, or any subsequent Exhibits, to this Agreement (each a “Statement of Work”), in accordance with the terms and conditions set forth therein and in this Agreement.

3. FEES. As consideration for the Services to be provided by the Virtual Assistant and other obligations, the Client shall pay to the Virtual Assistant the amounts specified in the Statement of Work.
3.1. Expenses. The Virtual Assistant shall bill, and the Client shall reimburse the Virtual Assistant for all reasonable and pre-approved out-of-pocket expenses that are incurred in connection with the performance of the Services.
3.2. Invoicing: The Virtual Assistant will bill the Client per calendar month whilst carrying out the Services specified in the Statement of Work.
3.3. Late payments. Payments not received by due date will result in work cessation. The Virtual Assistant reserves the right to refuse completion or delivery of work until past due balances are paid. All materials or property belonging to the Client, as well as work performed, may be retained as security until all just claims against the Client are satisfied.
3.4. Interest on late payments. In the event the Client fails to remit payment of any amount due under this Agreement on or before the due date, in addition to any other rights the Virtual Assistant may have hereunder, the payment will accrue interest from that date due at the annual rate of 5% above the base lending rate from time to time of the official dealing rate of the Bank of England, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgement and the Client shall pay the interest immediately on demand.
3.5. In the event of collection enforcement, the Client shall be liable for any costs associated with such collection, including, but not limited to, legal costs, attorney’s fees, courts costs, and collection agency fees.

4. TERM OF AGREEMENT. The Virtual Assistant shall provide, with reasonable care and skill, and otherwise in the manner customarily performed by service providers in the Virtual Service industry, services to the Client on an ad-hoc, ongoing basis starting from [SERVICE START DATE HERE]
4.1. Early Termination. Either Party may terminate this Agreement:
4.1.1. Immediately in the event that either Party breaches this Agreement; or
4.1.2. At any time upon 7 days written notice to the following email address: [EMAIL HIDDEN FOR PRIVACY PURPOSES].
4.2. Payment Upon Early Termination. In the event of such termination, The Virtual Assistant shall be paid for any portion of the Services that have been performed prior to the termination in accordance with the Statement of Work.

5. STATEMENT OF WORK.  The Statement of Work and the obligations thereunder shall terminate upon the Client’s acceptance of all Services and Work Product contemplated therein and full payment to the Virtual Assistant thereunder. The Parties may enter into any subsequent Statement of Work for additional Services to be performed by The Virtual Assistant which shall be subject to the terms of this Agreement, unless otherwise specified. The additional Services will be agreed in subsequent email correspondence between the Parties.

6. CHANGES TO THE SERVICES.  Any material changes to the Services, including the schedule, deliverables, and related fees, must be approved by the prior written consent of the Party not requesting the change.

7. LOCATION OF SERVICE PERFORMANCE.  Services shall be performed and provided virtually via email, phone or other virtual means from the Virtual Assistant’s location in Derby, Derbyshire, United Kingdom.

8. OFFICE HOURS AND COMMUNICATION.  Office hours are Monday through Friday, 9:00 am to 5:30 pm. Email is to be the primary form of communication between the Client and Service Provider. The Virtual Assistant is available for phone calls during office hours only. Occasional calls of only a few minutes in duration are not typically billed to the Client. However, the time of both parties must be respected, and calls lasting over 10 minutes will be billed to the Client. Telephone meetings must be prescheduled. Cancellation requires a minimum of 24-hour advance notice. Missed meetings or cancellations without sufficient notice will be billed to the Client.

9. MATERIALS AND INFORMATION.  The Client will provide all content, outlines, photos, product images, etc., necessary for any special projects. Source material must be clear and legible. The Client is responsible for furnishing all pertinent information, and for furnishing accurate, truthful and complete information necessary for the Virtual Assistant to perform or complete the Services. The Client ensures that the necessary permissions to use provided materials have been obtained.

10. GDPR COMPLIANCE. Both Parties hereby ensure that they are in full compliance with their respective obligations under the General Data Protection Regulation, (GDPR) (EU) 2016/679. Each Party will, if applicable, notify the other Party in a timely manner in the event of a data breach that involves the other Party’s data.

11. INDEPENDENT CONTRACTOR RELATIONSHIP. The Virtual Assistant’s relationship to the Client shall be that of an independent contractor.  Nothing in this Agreement shall be construed to create any partnership, joint venture, employer-employee or agency relationship between Client and Virtual Assistant. The Virtual Assistant shall not represent to any third party that any such relationship exists. The contractor relationship shall be non-exclusive. The Virtual Assistant shall be free to work with other companies so long as such work does not present a conflict of interest with regards to this Agreement or result in the disclosure of Confidential Information (defined below).

12. OWNERSHIP.  All deliverables, ideas, inventions, improvements, methods, processes, works of authorship and other forms of intellectual property that the Virtual Assistant conceives, reduces to practice or develops during the term of the Agreement, alone or in conjunction with others, in connection with performance of the Services, including designs, data, software code, ideas, inventions, know-how, materials, marks, methods, procedures, tools, interfaces, and other forms of technology as well as any intellectual property rights of any kind therein (collectively, the “Work Product”), will be the sole and exclusive property of the Client.  The Virtual Assistant hereby irrevocably assigns to the Client all right, title and interest worldwide in and to the Work Product and all intellectual property rights therein.

13. CONFIDENTIALITY.  The Virtual Assistant may obtain access to information related to Client’s business (including trade secrets, technical information, business forecasts and strategies, marketing plans, customer and supplier lists, personnel information, financial data, and proprietary information of third parties provided to the Client in confidence) that the Client considers to be confidential or proprietary or the Client has a duty to treat as confidential.. The Virtual Assistant will, unless having the written consent of the Client, (a) hold all Confidential Information in strict trust and confidence; (b) not use or permit others to use Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement; and (c) not disclose or permit others to disclose any Confidential Information to any third party without obtaining the Client’s express prior written consent on a case-by-case basis.

13.1. Exceptions. The Virtual Assistant’s obligations with respect to any portion of the Client Information as set forth above shall not apply
13.2. when Virtual Assistant can document that (i) it was in the public domain at the time it was communicated to the Virtual Assistant by the Client; (ii) it entered the public domain subsequent to the time it was communicated to the Virtual Assistant by the Client through no fault of the Virtual Assistant; (iii) it was in the Virtual Assistant’s possession free of any obligation of confidence at the time it was communicated to the Virtual Assistant by the Client; or (iv) it was rightfully communicated to the Virtual Assistant free of any obligation of confidence subsequent to the time it was communicated to the Virtual Assistant by the Client.
13.3. Passwords. Should the Client decide to grant the Virtual Assistant access the Client’s business and/or personal accounts, the Client does so entirely at their own risk, and the Client is fully responsible for ensuring the security of the Client’s data. The Client will be solely responsible for any loss, liability or violations that might occur as a result of such access as long as any such loss can be directly tied to the work carried out under this agreement.

14. INDEMNIFICATION. Both parties agree to defend, protect, indemnify and hold one another harmless from any and all lawsuits, claims, damages, demands, liabilities or losses, including reasonable attorney fees and costs, brought, made or claimed as a result of any acts, including omissions, which are not outlined in this agreement.

15. WARRANTIES AND REPRESENTATIONS. Each Party hereby warrants and represents that such Party is free to enter into this Agreement, and that this Agreement does not violate the terms of any agreement between such Party and any third party.

16. LIMITATION OF LIABILITY.  In no event will the Virtual Assistant be liable for any consequential, indirect, exemplary, special, or incidental damages arising from or relating to this Agreement. The Virtual Assistant’s total cumulative liability in connection with this Agreement, whether in contract or tort or otherwise, will not exceed the aggregate amount of Fees owed by the Client to the Virtual Assistant for Services performed under this Agreement during the 12 months preceding any settlement or adjudication of any claim.

17. WORK PRODUCT CONFORMITY. The Virtual Assistant further warrants that the Work Product will fully conform to the specifications, requirements and other terms set forth in this Agreement (the “Specifications”) and the attached Exhibit A. If the Client determines in its sole discretion that the Work Product does not conform to the Specifications, the Client shall inform the Virtual Assistant, within 3 working days of the Work Product delivery, of such nonconformity and the Virtual Assistant will repair or replace the Work Product without extra charge. If the Client does not voice any concerns within 3 working days, the Virtual Assistant is not obligated to do any remedial work free of charge. If the Client’s request goes beyond the Specifications, the request will not be considered a remedial request and the Virtual Assistant will inform and bill the Client with regards to the requested changes.

18. AMENDMENTS AND WAIVERS.  Any term of this Agreement may be amended or waived only with the written consent of both Parties.

19. FORCE MAJEURE. The Virtual Assistant shall not be considered in breach of this Agreement to the extent that performance of the obligations outlined herein is prevented by an event of Force Majeure, including but not limited to:
19.1. natural disasters (such as, but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods);
19.2. war, hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilisation, requisition, or embargo;
19.3. rebellion, revolution, insurrection, or military or usurped power, or civil war;
19.4. contamination by radioactivity from any nuclear fuel, or from any nuclear waste from the combustion of nuclear fuel, radioactive toxic explosive, or other hazardous properties of any explosive nuclear assembly or nuclear component of such assembly;
19.5. riot, commotion, strikes, go slows, lock outs or disorder.

20. DISPUTE RESOLUTION.  The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of England and Wales, without giving effect to the principles of conflict of laws. The Parties may agree to alternative methods of dispute resolution, including negotiation, mediation and arbitration. Unless any alternative dispute resolution procedure is agreed between the parties, the parties agree to
submit to the exclusive jurisdiction of the Courts of England and Wales, in respect of any dispute which arises out of or under this Agreement.

21. SEVERABILITY.  If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

22. COUNTERPARTS.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

Exhibit A
Statement of Work: Terms and Conditions

I. Payment Terms
A. Contractor shall be paid at the rate of [AGREED RATE HERE] in accordance with the completion of Services detailed in Section II. The Client shall be invoiced every calendar month for payment to the Contractor. Invoices are to be paid within 14 days. Billable time refers to all work executed with regards to the Services detailed in Section II. Billable time also includes meetings outside of contracted hours and the writing and/or reading of correspondence sent by mail, emails, social media and any communications via telephone.

II. Description of Services

Services to Include:
• Travel arrangements for events
• Meeting room bookings
• Support with office close down
• Recruitment support – organising interviews, initial sift through CV’s etc
• General bookkeeping duties to including identification of invoices, change over of central email address to receive invoices, uploading invoices and possibly bills to Xero
• Any other ad-hoc admin tasks, as required

Completion Date(s)
The Services shall be on an ongoing basis until the termination of Terms.

Payment
[AGREED RATE HERE], in 15-minute increments.
Strictly 14 days payment terms.

III. Reimbursable Expenses
A. The Virtual Assistant shall not be authorised to incur on behalf of the Client any expenses and will be responsible for all expenses incurred while performing the Services.

­­­ DATA PROCESSING AGREEMENT

[SERVICE START DATE HERE]

The parties,
Assistopia, a company having its principal place of business in [ADDRESS OBSCURED FOR PRIVACY PURPOSES], hereby duly represented by Andrea Archer, (hereinafter: ‘the Processor’);

[YOUR COMPANY NAME HERE], [YOUR COMPANY NUMBER HERE], [YOUR COMPANY REGISTERED ADDRESS HERE]  (hereinafter: ‘the Controller’);

hereinafter collectively referred to as ‘Parties’ and individually ‘Party’,

having regard to the fact that,
• the Controller has access to the personal data of various clients (hereinafter: ‘Data subjects’);
• the Controller wants the Processor to execute certain types of processing in accordance with the agreement concluded with the Processor on [SERVICE START DATE HERE].
• the Controller has determined the purpose of and the means for the processing of personal data as governed by the terms and conditions referred to herein;
• the Processor has undertaken to comply with this data processing agreement (hereinafter: ‘the Data Processing Agreement’) and to abide by the security obligations and all other aspects of the General Data Protection Regulation (GDPR) (EU) 2016/679;
• the Parties, having regard also to the GDPR wish to lay down their rights and duties in writing in this Data Processing Agreement,

have agreed as follows,

1. PROCESSING OBJECTIVES
1.1. The Processor undertakes to process personal data on behalf of the Controller in accordance with the conditions laid down in this Data Processing Agreement. The processing will be executed exclusively within the framework of the Agreement, and for all such purposes as may be agreed to subsequently.
1.2. The Processor shall refrain from making use of the personal data for any purpose other than as specified by the Controller. The Controller will inform the Processor of any such purposes which are not contemplated in this Data Processing Agreement.

1.3. All personal data processed on behalf of the Controller shall remain the property of the Controller and/or the relevant Data subjects.
1.4. The Processor shall take no unilateral decisions regarding the processing of the personal data for other purposes, including decisions regarding the provision thereof to third parties and the storage duration of the data.

2. PROCESSOR’S OBLIGATIONS
2.1. The Processor shall warrant compliance with the applicable laws and regulations, including laws and regulations governing the protection of personal data.
2.2. The Processor shall furnish the Controller promptly on request with details regarding the measures it has adopted to comply with its obligations under this Data Processing Agreement.
2.3. The Processor’s obligations arising under the terms of this Data Processing Agreement apply also to whomsoever processes personal data under the Processor’s instructions.

3. ALLOCATION OF RESPONSIBILITY
3.1. The Processor shall only be responsible for processing the personal data under this Data Processing Agreement, in accordance with the Controller’s instructions and under the (ultimate) responsibility of the Controller. The Processor is explicitly not responsible for other processing of personal data, including but not limited to processing for purposes that are not reported by the Controller to the Processor, and processing by third parties and / or for other purposes.
3.2. The Controller represents and warrants that it has express consent and/or a legal basis to process the relevant personal data. Furthermore, the Controller represents and warrants that the contents are not unlawful and do not infringe any rights of a third party. In this context, the Controller indemnifies the Processor of all claims and actions of third parties related to the processing of personal data without express consent and/or legal basis under this Data Processing Agreement.

4. ENGAGING OF THIRD PARTIES OR SUBCONTRACTORS
4.1. The Processor is authorised within the framework of the Agreement to engage third parties, without the prior approval of the Controller being required. Upon request of the Controller, the Processor shall inform the Controller about the third party/parties engaged.
4.2. The Processor shall in any event ensure that such third parties will be obliged to agree in writing to the same duties that are agreed between the Controller and the Processor.

5. DUTY TO REPORT
5.1. In the event of a security leak and/or the leaking of data, the Processor shall, to the best of its ability, notify the Controller thereof without undue delay, after which the Controller shall determine whether or not to inform the Data subjects and/or the relevant regulatory authority(ies). This duty to report applies irrespective of the impact of the leak. The Processor will endeavour that the furnished information is complete, correct and accurate.
5.2. If required by law and/or regulation, the Processor shall cooperate in notifying the relevant authorities and/or Data subjects. The Controller remains the responsible party for any statutory obligations in respect thereof.

5.3. The duty to report includes in any event the duty to report the fact that a leak has occurred, including details regarding:
5.3.1. the (suspected) cause of the leak;
5.3.2. the (currently known and/or anticipated) consequences thereof;
5.3.3. the (proposed) solution;
5.3.4. the measures that have already been taken.

6. SECURITY
6.1. The Processor will endeavour to take adequate technical and organisational measures against loss or any form of unlawful processing (such as unauthorised disclosure, deterioration, alteration or disclosure of personal data) in connection with the performance of processing personal data under this Data Processing Agreement.
6.2. The Processor does not guarantee that the security measures are effective under all circumstances. The Processor will endeavour to ensure that the security measures are of a reasonable level, having regard to the state of the art, the sensitivity of the personal data and the costs related to the security measures.
6.3. The Controller will only make the personal data available to the Processor if it is assured that the necessary security measures have been taken. The Controller is responsible for ensuring compliance with the measures agreed by and between the Parties.

7. HANDLING REQUESTS FROM INVOLVED PARTIES
7.1. Where a Data subject submits a request to the Processor to inspect, or to improve, add to, change or protect their personal data, the Processor will forward the request to the Controller and the request will then be dealt with by the Controller. The Processor may notify the Data subject hereof.

8. NON DISCLOSURE AND CONFIDENTIALITY
8.1. All personal data received by the Processor from the Controller and/or compiled by the Processor within the framework of this Data Processing Agreement is subject to a duty of confidentiality vis-à-vis third parties.

8.2. This duty of confidentiality will not apply in the event that the Controller has expressly authorised the furnishing of such information to third parties, where the furnishing of the information to third parties is reasonably necessary in view of the nature of the instructions and the implementation of this Data Processing Agreement, or if there is a legal obligation to make the information available to a third party.

9. AUDIT
9.1. In order to confirm compliance with this Data Processing Agreement, the Controller shall be at liberty to conduct an audit by assigning an independent third party who shall be obliged to observe confidentiality in this regard. Any such audit will follow the Processor’s reasonable security requirements, and will not interfere unreasonably with the Processor’s business activities.

9.2. The audit may only be undertaken when there are specific grounds for suspecting the misuse of personal data, and no earlier than two weeks after the Controller has provided written notice to the Processor.
9.3. The findings in respect of the performed audit will be discussed and evaluated by the Parties and, where applicable, implemented accordingly as the case may be by one of the Parties or jointly by both Parties.
9.4. The costs of the audit will be borne by the Controller.

10. DURATION AND TERMINATION
10.1. This Data Processing Agreement is entered into for the duration set out in the Agreement, and in the absence thereof, for the duration of the cooperation between the Parties.
10.2. The Data Processing Agreement may not be terminated in the interim.
10.3. This Data Processing Agreement may only be amended by the Parties subject to mutual consent.
10.4. The Processor shall provide its full cooperation in amending and adjusting this Data Processing Agreement in the event of new privacy legislation.

11. MISCELLANEOUS
11.1. The Data Processing Agreement and the implementation thereof will be governed by English law.
11.2. Any dispute arising between the Parties in connection with and/or arising from this Data Processing Agreement will be referred to the competent English court in the district where the Processor has its registered office.
11.3. In the case of any inconsistency between documents and the appendices thereto, the following order of priority will apply:
11.3.1. Virtual Assistant Agreement;
11.3.2. this Data Processing Agreement;
11.3.3. additional conditions, where applicable.
11.4. Logs and measurements taken by the Processor shall be deemed to be authentic, unless the Controller supplies convincing proof to the contrary.

IN WITNESS WHEREOF, the Parties have caused this Data Processing Agreement to be executed by their duly authorised representatives.