Terms of Business

1.⁠ ⁠Definitions

1.1 In these Terms –

“Outsourcing Agency” or “propVA” refers to propVA Ltd , registered at 124-128 City Road, London, EC1V 2NX, company registration number: 14704819, VAT number: 446 4912 77

“Client” means the person, firm or corporate body to whom Outsourcing Agency outsources or introduces a virtual assistant (VA);

“Virtual Assistant” or “VA” means the person Introduced or outsourced by Outsourcing Agency to Client including, but not limited to, any officer or employee of the Virtual Assistant if the VA is a limited company, any member or employee of the VA if there is a limited liability partnership, and members of Outsourcing Agency’s own staff; “VA” also refers to the Virtual Assistant rendering the services to the client.

“Data Controller” means (i) “data controller” in the Data Protection Act 1998 in respect of processing undertaken on or before 24 May 2018; and (b) “controller” in accordance with the General Data Protection Regulation (EU) 2016/679 in respect of processing undertaken on or after 25 May 2018;

“Data Protection Legislation” means all applicable laws and regulations, as amended or updated from time to time, in the United Kingdom relating to data protection, the processing of personal data and privacy, including without limitation,(a) the Data Protection Act 1998; (b) (with effect from 25 May 2018) the General Data Protection Regulation (EU) 2016/679; (c) the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as may be amended by the proposed Regulation on Privacy and Electronic Communications); and (d) any legislation that replaces or converts into United Kingdom law the General Data Protection Regulation (EU) 2016/679, the proposed Regulation on Privacy and Electronic Communications or any other law relating to data protection, the processing of personal data and privacy resulting from the United Kingdom leaving the European Union;

“Engagement” means the engagement, employment or use of the Virtual Assistant by Client or by any Third Party to whom or to which the VA was Introduced by Client (whether with or without Outsourcing Agency’s knowledge or consent) on a permanent or temporary basis, whether under a contract of service or for services; under an agency, license, franchise or partnership agreement; or through any other engagement directly or through a limited company of which the VA is an officer or employee or through a limited liability partnership of which the VA is a member or employee; or indirectly through another company and “Engages” and “Engaged” will be construed accordingly;

“Introduction” means –The final interview of a VA, scheduled for the Client by the Outsourcing Agency

“Outsourcing” means – Designating a VA (either chosen by Outsourcing Agency or by Client during the recruitment process)  by the Outsourcing Agency to the Client, which results in entering into a working arrangement with the VA, whether directly or indirectly, on any basis whatsoever.

“Personal Data” means as set out in, and will be interpreted in accordance with Data Protection Legislation;

“Personal Data Breach” means the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed in connection with these Terms or which relates to any Virtual Assistant;

“Process” means as set out in, and will be interpreted in accordance with Data Protection Legislation and “Processed” and “Processing” will be construed accordingly;

“Remuneration” includes base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, and all other payments or emoluments payable to the Outsourcing Agency for work (or for services where applicable) to be rendered to or on behalf of Client by the VA.

“Services” means the outsourcing of VAs to the Client, and any related support services as agrees between propVA and the Client.

“Terms” means these terms of business as further defined within clause 2;

“Third Party” means any company or person who is not Client. For the avoidance of doubt, subsidiary and associated companies of Client (as defined by s.1159 of the Companies Act 2006 and s.416 of the Income and Corporation Taxes Act 1988 respectively) are included (without limitation) within this definition; and

“Vacancy” means a specific role/s, work or position that Client requests Outsourcing Agency to submit person for consideration for such role/s work or position.

1.2 For the avoidance of doubt:

1.2.1 VAs are independent contractors engaged by the Client and are not employees, workers, or agents of the Outsourcing Agency.

1.2.2 All VAs outsourced by the Outsourcing Agency must work for the Client exclusively through the Outsourcing Agency. 

1.2.3 The Client is not permitted to engage, employ, or contract directly with a VA outsourced by the Outsourcing Agency without prior written consent from propVA. For clarity, propVA operates a “buy-out” option, explained later in these Terms, which allows the Client to take over the relationship with a VA after six (6) months of continuous Engagement, subject to payment of the applicable fee.

2.⁠ ⁠These Terms

2.1 These Terms and individually sent “Summary of Engagement” constitute the entire agreement between the Outsourcing Agency and the Client in relation to the subject matter hereof and are deemed to be accepted by Client and to apply by virtue of (a) an Introduction to Client of a Virtual Assistant; or (b) the Engagement by Client of a Virtual Assistant; or (c) the passing of information about the VA by Client to any Third Party; or (d) Client’s interview or request to interview a VA; or (e) Client’s signature on the Summary of Engagement or (f) any other verbal or written expressed acceptance of these Terms. For the avoidance of doubt, these Terms apply whether or not the VA is Engaged by the Client for the same type of work and/or Vacancy as that for which the Introduction was originally effected.

2.2 These Terms supersede all previous agreements between the parties in relation to the subject matter hereof.

2.3 Signed Summary of Engagement supersedes this Terms of Business shall any discrepancies arise. 

2.4 Each new contracted VA is subject to a new agreement – a new Summary of Engagement is to be signed each time. 

2.5 These Terms prevail over any other terms of business or purchase conditions put forward by Client, unless where expressly agreed otherwise by Outsourcing Agency.

2.6 Client authorizes Outsourcing Agency to act on its behalf in seeking a person to meet Client’s requirements and Outsourcing Agency will bear all marketing costs.

3.⁠ ⁠Obligations of Outsourcing Agency

3.1 propVA shall use reasonable endeavors to introduce at least one suitable candidate to meet the requirements of Client for each Vacancy. The Outsourcing Agency cannot guarantee to find a suitable person for each Vacancy. Without prejudice to clause 3.2 below, Outsourcing Agency shall use reasonable endeavors to ascertain that the information provided by Outsourcing Agency to Client in respect of the Virtual Assistant is accurate.

3.1.1 Whenever possible propVA will aim to introduce three suitable candidates per each position.

3.2 Outsourcing Agency accepts no responsibility in respect of matters outside its knowledge.

3.3 propVA provides Outsourcing Services, which consist of sourcing, vetting and outsourcing VAs to the Client for remote work.

3.4 The VA is engaged by the Client as an independent contractor, introduced, outsourced and managed through propVA, under the terms of this Agreement.

3.5 The specific Services to be provided in each Engagement, including details such as start date, hourly rate, notice period, and invoicing terms, will be set out in the Summary of Engagement.

4.⁠ ⁠Client Obligations

4.1 Client shall provide propVA with accurate and complete information regarding the role, tasks, skills, and working hours required of the VA, in order to enable propVA to identify a suitable candidate.

4.2 Client shall cooperate fully with propVA and the VA during the onboarding process, including providing timely access to systems, software, and instructions necessary for the VA to perform their duties.

4.3 Client shall treat the VA with professional courtesy and provide clear instructions, training (where necessary), and feedback to support the VA’s performance.

4.4 Client shall ensure compliance with all applicable data protection and privacy laws, including GDPR and the Data Protection Act 2018, when granting the VA access to personal data or confidential information. The Client is solely responsible for implementing appropriate safeguards within their own
systems.

4.5 Client shall not request or require the VA to perform any unlawful, unethical, or unsafe tasks, nor tasks which fall outside the agreed scope of Engagement.

5.⁠ ⁠Services Provided

5.1 Outsourcing Agency provides virtual assistant services, including but not limited to, administrative support, social media management, property management, customer service, lead generation and other agreed-upon tasks.

5.2 Scope of Services:

5.2.1 Tasks and responsibilities will be defined in individual proposal and agreed upon by both parties before the commencement of services.

5.2.2. Any additional services or changes to the scope must be requested in writing and may be subject to additional fees.

5.2.3 propVA provides Outsourcing Services, which consist of recruiting, vetting and outsourcing of Virtual Assistants to the client for remore work.

5.2.4 propVA provides management support throughout the length of this contract. This includes (but is not limited to): sharing access to time-tracking software with the client, monitoring VA’s attendance and performance (to the extend available by the tracking tool),  regular VA performance reviews with periodic feedback calls with the Client.

5.2.5 Whenever possible and required by the Client, the Outsourcing Agency provides cover for any leave or emergency time off reported by the VA

5.2.6 In an unlikely scenario of Client wishing to replace already selected VA, propVA will provide at least one suitable candidate within 10  working days or as soon as possible. Prior to the replacement, the Client agrees to provide a full written feedback and agrees to follow propVA’s  “VA Performance Correction Process”. The Outsourcing Agency will start the replacement process only if the Client finds the Performance Correction Process unsatisfactory.

6.⁠ ⁠Engagement of Virtual Assistants

6.1 Deposit – A deposit of £400.00 shall be payable by the Client prior to signing this Agreement. The deposit is non-refundable but will be credited against the Client’s invoice(s).

6.2 Minimum engagement period is 6 months, unless specified otherwise in Summary of Engagement.

6.2.1 Upon completing the Minimum Engagement Period this contract becomes a monthly-rolling contract that can be cancelled with one month’s notice.

6.2.2 Client agrees not to contact propVA’s VAs directly or indirectly after ending the contract for any reason. All communication at this stage must be conducted through propVA official channels

6.2.3 Under penalty of £10,000.00,  Client is not allowed to offer propVA’s Virtual Assistants any position within their company or any associated business or participate in helping in placing such offer on behalf of any Third Party. Any communication about placing propVA’s VAs or Candidates must be held directly with the Outsourcing Agency.

6.2.4 Buy out option (only available for clients onboarded before 01 08 2026) – after completing the initial 6-monthly placement with the same VA, the Client becomes eligible to exercise their option to buy out the contract from propVA by signing a “Contract Transfer Agreement” and paying propVA due Transfer Fee. The Transfer Fee is an equivalent of 30 day’s revenue generated by the VA, based on the averaged time worked by the VA for the whole contractual period. The Transfer Fee is calculated individually and must be paid in full to the Outsourcing Agency in order to complete the process of transferring the contract.

6.3 Minimum chargeable time – 4 hours per each working day or 20 hours per each working week. The Outsourcing Agency follows calendar that is local to the Client’s business. Local bank holidays are not considered work days.

6.4 Break Clause – Client may terminate this contract early by paying compensation to propVA. The compensation is an equivalent of two (2) hours of the VA’s hourly rate per for each working day remaining until the end of the contract.

6.5 propVA starts the recruitment process within 48 hours of receiving client deposit. The process typically takes 10 – 15 working days, but in some cases it may take longer due to specific requirements or unforeseen delays.

The Outsourcing Agency will aim to introduce three suitable candidates however, the Outsourcing Agency is under no legal obligation to provide more than one candidate each time;

If none of the candidate(s) are accepted, the Outsourcing Agency will introduce additional candidate(s), with each new one requiring a minimum of 5 working days to process.

The Outsourcing Agency reserves the right to cancel the contract  if none of the candidates have been accepted after introducing at least three candidates on two occasions.

6.6 Buy out clause – 

7.⁠ ⁠Working Hours and Communication

7.1 Working Hours:

7.1.1 The Virtual Assistant’s working hours will be agreed individually with each client during the recruitment process.

7.1.2 Tasks outside agreed working hours may incur additional charges.

7.1.3 If working hours exceed 40 hours per week, each additional hour will be charged at 100% of agreed standard hourly rate.

7.1.4 Maximum permittable amount of hours to work by a VA is 60 (sixty) per week.

7.2 Communication Channels:

7.2.1 Client may communicate with the Virtual Assistant via email, instant messaging, or other agreed-upon tools.

7.2.2 The Outsourcing Agency will support Client with addressing any communication or coordination issues that may arise.

7.2.3 Client agrees to actively participate in periodical feedback calls with propVA, frequency of which will be determined during Client Onboarding Call.

7.3 Bank Holidays

7.3.1 Bank Holidays are considered unpaid days free of work for the VA.

7.3.2 Whenever possible, propVA follows Client’s local calendar in order to determine working days and bank holidays.

7.3.2 If the Client requires the VA to work during Client’s local Bank Holiday, propVA needs to be informed at least 5 working days in advance. Working Bank Holidays is optional and it might be refused by the VA.

8.⁠ ⁠Charges/Fees

8.1 propVA takes no recruitment fees (unless specified otherwise in Summary of Engagement).

8.2 propVA takes £200.00 deposit, as described in 6.1, fully deductible from Client first invoice(s).

8.3 Client will be billed by the Outsourcing Agency per each hour worked by the VA, based on timesheets provided, twice a month: on first working day following the 15th day of each month (for period 1st-15th of that month) and on first working day following the end of the month (for period 16th till the end of the previous month). Hours on the timesheet will be provided in accordance with the time tracking software the Outsourcing Agency uses to monitor working time of all their VAs.

8.4 Working time for each day (start and finish time) is rounded off to the nearest 15 minutes.

8.5 Client will be charged for minimum four (4) hours per each working day (unless specified otherwise in Summary of Engagement), even if their VA wasn’t required to work the whole period.

8.6 Client acknowledges that it has no right to set-off, withhold or deduct monies from sums due to the Outsourcing Agency under or in connection with these Terms.

8.4 All prices are subject to a 20% VAT for UK-based clients. Non UK clients are subject to their local VAT regulations (if applicable).

9.⁠ ⁠Invoices

9.1 Initial £200,00 deposit  is due to the Outsourcing Agency prior to any recruitment activities. The recruitment process commences within 2 working days of receipt of full deposit deposit.

No hourly charges are incurred by Client until the Virtual Assistant commences the Engagement.

9.2 Invoices will be issued, based on timesheets submitted by the VA twice a month: first working day following 15th of each month (for period between 1st and 15th of that month) and first working day following the end of the month (for period 16th till the end of the previous month). Outsourcing Agency shall raise invoices in respect of the charges payable. All invoices due to the Outsourcing Agency must be paid in full within 7 days of receipt, unless disputed.

9.3 All invoices will be deemed to be accepted in full by Client in accordance with the payment terms stated within clause 9.2 unless Client notifies Outsourcing Agency, in writing within 5 days of receiving the invoice, stating the amount Client disputes and the reason Client disputes that amount. In the event Client does so notify the Outsourcing Agency that it wishes to dispute part of an invoice, Client agrees to pay the undisputed part of the invoice within the agreed payment terms and shall cooperate fully with the Outsourcing Agency in order to resolve the dispute as quickly as possible. Outsourcing Agency reserves the right to withhold any service to Client until the dispute has been resolved.

9.4 Late Payment – propVA reserves the right to charge interest on overdue amounts at the rate of 8% per annum above the Bank of England base rate, together with reasonable recovery costs, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

 

10.⁠ ⁠Liability and Indemnity

10.1 propVA shall exercise reasonable care and skill in sourcing and
supporting VAs, but there’s no guarantee as to the performance, conduct, or
suitability of any VA beyond the vetting and support obligations set out in
this Agreement.

10.2 Outsourcing Agency is not liable for any loss, expense, damage or delay arising from and in connection with any failure on the part of Outsourcing Agency or of Virtual Assistant to evidence such to Client nor for any negligence whether wilful or otherwise, dishonesty, fraud, acts or omissions, misconduct or lack of skill, experience or qualifications of Virtual Assistant.

10.2 Outsourcing Agency is not liable for any indirect or consequential losses or damage including but not limited to; loss of profits, revenue, goodwill, anticipated savings or for claims by third parties arising out of Outsourcing Agency’s performance or failure to perform any of its obligations in these Terms.

10.3 The Outsourcing Agency shall not be liable for failure to perform its obligations under these Terms if such failure results by reason of any cause beyond its reasonable control.

10.4 Client will indemnify and keep indemnified Outsourcing Agency against any costs (including legal costs), claims or liabilities incurred directly or indirectly by Outsourcing Agency arising out of or in connection with these Terms including (without limitation) as a result of –

a) any breach of these Terms by Client or by its employees or agents;

b) any breach by Client or by Third Party, or any of its employees or agents, of any applicable statutory provisions (including, without limitation, any statutory provisions prohibiting or restricting discrimination or other inequality of opportunity, immigration legislation, the Conduct Regulations and Data Protection Legislation); or

c) any unauthorized disclosure of a Virtual Assistant details by Client or by Third Party, or any of its employees or agents.

10.5 The sole aggregate liability of Outsourcing Agency arising out of or in connection with these Terms is limited to £1,000.00 (one thousand pounds).

11.⁠ ⁠Termination

11.1 These Terms may be terminated by either party by giving to the other immediate notice in the event that either Outsourcing Agency or Client goes into liquidation, becomes bankrupt or enters into an arrangement with creditors or has a receiver or administrator appointed or where Outsourcing Agency has reasonable grounds to believe Client will not pay Outsourcing Agency’s invoice within the payment terms agreed within clause 9.2.

11.2 These Terms may be terminated by either party for convenience by serving 2 weeks notice in writing.

11.3 Without prejudice to any rights accrued prior to termination, the obligations within clauses 1, 4.9, 5, 6, 7.3, 8, 10, 11, 12, 13, 14, 15, 16, 17 and 18 will remain in force beyond the cessation or other termination (howsoever arising) of these Terms.

12.⁠ ⁠Confidentiality

12.1 All information contained within these Terms will remain confidential and Client shall not divulge it to any Third Party.

12.2 Client shall not without the prior written consent of Outsourcing Agency provide any information in respect of a Virtual Assistant to any Third Party whether for employment purposes or otherwise.

13.⁠ ⁠Data Protection

13.1 For the purposes of this clause “Data Subject” means as set out in, and will be interpreted in accordance with Data Protection Legislation. For the avoidance of doubt, Data Subject includes Virtual Assistant.

13.2 The parties hereto acknowledge that Outsourcing Agency is a Data Controller in respect of the Personal Data of Virtual Assistant and provides such Personal Data to Client in accordance with the Data Protection Legislation for the purposes anticipated by these Terms.

13.3 The parties hereto acknowledge that Client is a Data Controller but the parties hereto are not Joint Controllers (as defined within Data Protection Legislation).

13.4 The parties hereto warrant to each other that any Personal Data relating to a Data Subject, whether provided by Client, Outsourcing Agency or by Virtual Assistant, will be used, Processed and recorded by the receiving party in accordance with Data Protection Legislation.

13.5 The parties hereto will take appropriate technical and organizational measures to adequately protect all Personal Data against accidental loss, destruction or damage, alteration or disclosure.

13.6 Client will –

a) comply with the instruction of the Outsourcing Agency as regards the transfer/sharing of data between the parties hereto. If Client requires Personal Data not already in its control to be provided by Outsourcing Agency, Client will set out their legal basis for the request of such data and accept that Outsourcing Agency may refuse to share/transfer such Personal Data where, in the reasonable opinion of Outsourcing Agency, it does not comply with its obligations in accordance with Data Protection Legislation;

b) not cause the Outsourcing Agency to breach any of their obligations under the Data Protection Legislation.

13.7 In the event Client becomes aware of an actual or any reasonably suspected Personal Data Breach, it will immediately notify Outsourcing Agency and will provide Outsourcing Agency with a description of the Personal Data Breach, the categories of data that was the subject of the Personal Data Breach and the identity of each Data Subject affected and any other information the Outsourcing Agency reasonably requests relating to the Personal Data Breach.

13.8 In the event of a Personal Data Breach, Client will promptly (at its own expense) provide such information, assistance and cooperation and do such things as Outsourcing Agency may request to –

a) investigate and defend any claim or regulatory investigation;

b) mitigate, remedy and/or rectify such breach; and

c) prevent future breaches.

and will provide the Outsourcing Agency with details in writing of all such steps taken.

13.9 Client will not release or publish any filing, communication, notice, press release or report concerning any Personal Data Breach without the prior written approval of the Outsourcing Agency.

13.10 Client agrees it will only Process Personal Data of Virtual Assistant for the agreed purpose that is introduction for a Vacancy pursuant to these Terms.

13.11 Client will provide evidence of compliance with clause 14 upon request from the Outsourcing Agency.

13.12 Client will indemnify and keep indemnified Outsourcing Agency against any costs, claims or liabilities incurred directly or indirectly by Outsourcing Agency arising out of or in connection with any failure to comply with clause 13.

14.⁠ ⁠General

14.1 Any failure by the Outsourcing Agency to enforce at any particular time any one or more of these Terms will not be deemed a waiver of such rights or of the right to enforce these Terms subsequently.

14.2 Headings contained in these Terms are for reference purposes only and will not affect the intended meanings of the clauses to which they relate.

14.3 No provision of these Terms will be enforceable by any person who is not a party to it pursuant to the Contract (Rights of Third Parties) Act 1999.

14.4 If any provision, clause or part-clause of these Terms is held to be invalid, void, illegal or otherwise unenforceable by any judicial body, the remaining provisions of these Terms will remain in full force and effect to the extent permitted by law.

14.5 Any reference to legislation, statute, act or regulation will include any revisions, re-enactments or amendments that may be made from time to time.

15.⁠ ⁠Non-solicitation

Any breach of this non-solicitation obligation shall result in a liquidated damages fee of £5,000.00, payable immediately to propVA, which the parties agree represents a genuine pre-estimate of the loss likely to be suffered by propVA as a result of such breach.

16.⁠ ⁠Notices

16.1 Any notice required to be given under these Terms (including the delivery of any information or invoice) will be delivered by hand, sent by e-mail or prepaid first class post to the recipient at its fax number or address specified in these Terms (or as otherwise notified from time to time to the sender by the recipient for the purposes of these Terms).

16.2 Notices will be deemed to have been given and served –

a) If delivered by hand, at the time of the delivery if received before 5:00 pm on a business day, or otherwise at 10:00 am on the next business day after delivery; or

b) If sent by email, at the time of dispatch if sent before 5:00 pm on a business day, or otherwise at 10:00 am on the next business day after dispatch, unless the transmission report indicates a faulty or incomplete transmission, or the recipient notifies the sender on the same business day that the email or facsimile was received incomplete or illegible;

c) If sent by prepaid first-class post, 48 hours from the time of posting.

17.⁠ ⁠Variation

17.1 No variation or alteration of these Terms will be valid unless approved in writing by Client and Outsourcing Agency.

18.⁠ Applicable Law

18.1 These Terms will be construed in accordance with English Law and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.

Acceptance of Terms

These Terms of Business together with Outsourcing Agency Proposal sent individually to Client and Engagement Summary form a legally binding contract.