The Client’s attention is particularly drawn to the provisions of condition 13 (Limitation of liability).
Business Opportunity Fee
the fee payable for the Materials which is specified on the relevant Supplier’s website here and payable in accordance with condition 5;
the client who places an Order for the Materials and Services and with whom the Contract is formed;
these terms and conditions as amended from time to time in accordance with condition 14.5;
the Contract between the relevant Supplier and the Client for the supply of Services in accordance with these Conditions;
patents, rights to inventions, copyright and related rights, rights in software, trademarks, 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 relating to My VA Business and/or My Bookkeeping Business and/or the Services;
the materials setting out the operations and procedures for setting up and running, as applicable, a virtual assistant business or bookkeeping business compiled by the relevant Supplier and as updated from time to time by the relevant Supplier;
My VA Business
the business of developing and selling materials to enable the setup of a virtual assistant business operated by My VA Business Limited under the name of My VA Business from https://myvabusiness.co.uk/;
My Bookkeeping Business
the business of developing and selling materials to enable to enable the setup of a virtual assistant business operated by My VA Business Limited under the name of FAB-VA from https://myvabusiness.co.uk/;
the business of developing and selling materials to enable the setup of a bookkeeping business operated by My Bookkeeping Business Limited under the name of My Bookkeeping Business from https://mybookkeepingbusiness.co.uk/;
the Client's order for the supply of Materials and Services placed via the relevant Supplier’s online platform, Thinkific;
the services detailed in condition 3.1;
the relevant Supplier’s fee for providing the Services as notified to the Client at the time of Order and payable in accordance with condition 5;
the relevant supplier of the Materials and Services being:-
for My VA Business and FAB-VA, My VA Business Limited – registered in England & Wales with company number 09983175 whose registered office address is at Fourwinds House, Welsh Road, Balderton, Chester CH4 9LF
for My Bookkeeping Business, My Bookkeeping Business Limited – registered in England & Wales with company number 09080421 whose registered office address is at Fourwinds House, Welsh Road, Balderton, Chester CH4 9LF
Value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement or additional tax.
1.2 Headings shall not affect the interpretation of these Conditions.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 Words in the singular shall include the plural and vice versa and a reference to one gender shall include a reference to the other genders.
1.5 A reference to writing or written includes fax but not email.
1.6 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.7 Any obligation in these Conditions not to do something includes an obligation not to agree or allow that thing to be done.
2. Basis of Contract
2.1 The Order constitutes an offer by the Client to purchase Materials and Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the relevant Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 Any samples, drawings, descriptive matter or advertising issued by a Supplier and any descriptions of the Materials or illustrations or descriptions of the Services contained in a Supplier's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Materials described in them. They shall not form part of the Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.5 All of these Conditions shall apply to the supply of both Materials and Services except where application to one or the other or to is specified.
3. Business Opportunity
3.1 In consideration of the Business Opportunity Fee to be paid pursuant to condition 5 (and subject always to payment in accordance with condition 5), the relevant Supplier shall:
For My VA Business:
(a) provide the Client with access to a cloud based platform containing an electronic version of the relevant Materials;
(b) if required by the Client assist the Client with choosing a logo/branding for the Client’s chosen business name and social media headers; and
(c) if applicable/required by the Client develop the Client’s website in accordance with the relevant Supplier’s terms and conditions applicable to such development as updated or amended from time to time; and
(d) where practicable and for a period not exceeding 6 months from the Commencement Date provide a reasonable amount of general advice and guidance on how to set up the Client's business.
For My Bookkeeping Business:
(e) provide the Client with access to a cloud based platform containing an electronic version of the relevant Materials;
(f) if required by the Client assist the Client with choosing a logo/branding for the Client’s chosen business name and social media headers; and
(g) where practicable and for a period not exceeding 6 months from the Commencement Date provide a reasonable amount of general advice and guidance on how to set up the Client's business.
(h) provide the Client with access to a cloud based platform containing an electronic version of the relevant Materials;
3.2 The Client acknowledges that, whilst the relevant Supplier’s advice and recommendations (both within the Materials and as otherwise provided) are based on experience:
(a) neither Supplier gives any guarantee or warranty with regard to such matters or generally in connection with the setting up and operation of, as applicable, a virtual assistant business or bookkeeping business;
(b) the Client should seek other appropriate independent advice; and
(c) the Client’s decision to enter into the Contract has been taken solely on the personal judgement and experience of the Client having taken such independent advice.
4.1 Subject to payment of the relevant Services Fee in accordance with condition 5 monthly in advance on such date as the relevant Supplier may from time to time specify, the relevant Supplier shall provide the following services to the Client:
For My VA Business and My Bookkeeping Business:
(a) access to, as applicable, either My VA Hub or My Bookkeeping Hub, which the relevant Supplier will update and add to (templates, how to guides, videos, etc) from time to time;
(b) hosting of the Client’s website subject to compliance with the relevant Supplier’s terms and conditions applicable to such hosting services as updated or amended from time to time;
(c) back-ups of the Client’s website (in case anything goes wrong and it disappears) through no fault of the Client;
(d) priority support if the Client’s website goes down subject to compliance with the Supplier’s terms and conditions applicable to its hosting services as updated or amended from time to time
(e) for My VA Business customers, exclusivity of territory (meaning My VA Business Limited won't sell a license for the exact same Materials to anyone else in the territory notified to you in writing) whilst we are providing the Services to you)
(f) access to the relevant Supplier’s private Facebook group; and
(g) access to new information every month for 32 months for use in the Client’s business (sometimes referred to as ‘value nuggets’)
(h) access to the FAB-VA Hub, which the relevant Supplier will update and add to (templates, how to guides, videos, etc) from time to time;
(i) access to the relevant Supplier’s private Facebook group; and
(j) access to new information every month (sometimes referred to as ‘value nuggets’) for use in the Client’s business.
5. Fees & payment
5.1 The Client shall pay the Business Opportunity Fee which shall cover all the relevant Supplier's obligations under condition 3.1 and the Services Fee which shall cover all the relevant Supplier’s obligations under condition 4. The Services Fee is optional for FAB-VA clients.
5.2 Unless the Supplier otherwise notifies the Client in writing, the Client shall make all payments by direct payment to the relevant Supplier’s bank account, credit card or GoCardless.
5.3 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
6. Money back guarantee
(a) In the event that, having set up its, as applicable, virtual assistant business or bookkeeping within 9 months of the Commencement Date and followed all of the suggested procedures in the relevant Materials in a reasonable and timely manner, the My VA Business or My Bookkeeping Business Client has failed to attract any clients within 12 months of the Commencement Date then the Client may contact the relevant Supplier in writing to request additional help
(b) FAB-VA clients may contact the relevant supplier in writing within 30 days of the date of purchase to activate the no quibble, money back guarantee.
6.1 A request for additional help pursuant to condition 6.1 must be accompanied by
(a) details of all actions the Client has taken and the dates these actions were taken;
(b) copies of marketing materials used by the Client; and
(c) details of any interactions the Client has had with potential clients.
6.2 On receipt of a request for additional help pursuant to condition 6.1 the Supplier will review the information provided by the Client and advise the Client on further actions to take to attract clients.
6.3 If the Client follows the Supplier’s advice provided pursuant to condition 6.3 and has not attracted any clients within 18 months of the Commencement Date then if the Client returns the Materials to the Supplier promptly at the end of the 18 month period the Supplier shall refund the Business Opportunity Fee paid by the Client less any income the Client has received from its, as applicable, virtual assistant business or bookkeeping business (and the Client shall provide such evidence as the Supplier may require to support its claim as to the level of income received).
7. Client's Obligations
7.1 In consideration of the Supplier complying with its obligations under these Conditions the Client shall:
(a) use its best endeavours to protect the goodwill in, as applicable, My VA Business or My Bookkeeping Business;
(b) not do anything that could or might in the sole opinion of the relevant Supplier bring that Supplier’s business into disrepute or damage the reputation of that Supplier’s business; and
(c) not provide any information to the media about My VA Business or My Bookkeeping Business unless the Supplier's prior written consent has been obtained nor participate in or register with any internet group, web site or similar medium which has as its aim (whether stated or not) or effect the denigration of My VA Business or My Bookkeeping Business.
8. Compliance With Laws
Each Supplier and the Client shall at its own expense comply with all laws and regulations relating to its activities under the Contract, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.
9. Intellectual Property
9.1 The Client acknowledges and agrees that all Intellectual Property in the Materials is and shall remain the exclusive property of the relevant supplier.
9.2 The Client acknowledges and agrees that the Client Agreement (Terms and Conditions) is for the exclusive use of the Client and shall not be shared with any third party not subject to this agreement or displayed on the Client's website, in any digital form on social media or anywhere else where it could be accessed on or offline.
9.3 The relevant Supplier warrants that it is not aware of any reason why it might not be entitled to license the Intellectual Property and why the use of the Intellectual Property by the Client in accordance with these Conditions would constitute an infringement of any third party's intellectual property.
9.4 The Client acknowledges that:
(a) it does not have any right, title or interest in the Intellectual Property or any updates or improvements to it, save as specifically set out in the Contract; and
(b) any goodwill (and any other rights) which result from the use by the Client of the Intellectual Property shall vest in the relevant Supplier.
9.5 If the Client learns of any threatened or actual infringement of the Intellectual Property, or of any circumstance which suggests that the use of the Intellectual Property may infringe the intellectual property of a third party, it shall immediately inform the relevant Supplier, giving all such details as the relevant Supplier requests.
9.6 The relevant Supplier shall have conduct of any proceedings relating to the Intellectual Property and may take whatever action it, in its sole discretion, decides in respect of any infringement or alleged infringement of it, or arising from its use. The Client shall co-operate with the relevant Supplier in taking such action and the relevant Supplier shall meet any reasonable expenses of the Client in doing so.
9.7 The Client shall:
(a) not apply for registration of any of the Intellectual Property (or any intellectual property that is confusingly similar to the Intellectual Property) in its own name, in any part of the world;
(b) comply with the Materials and all requests by the relevant Supplier as to the use of the Intellectual Property and the ™, © and ® symbols in relation to the Intellectual Property;
(c) give assistance to enable the relevant Supplier to register the Intellectual Property;
(d) not license (or purport to license) any other person to use any of the Intellectual Property;
(e) not use the Intellectual Property other than as specifically permitted by the Contract;
(f) not use any intellectual property that is confusingly similar to the Intellectual Property; and
(g) not do anything that may adversely affect the Intellectual Property or the relevant Supplier's right or title to it.
9.8 The following refers to ‘content’ supplied by the Client. The Client must guarantee that all elements of text, images or other artwork provided by it are either owned by it, or that it has permission to use them in the manner envisaged and shall indemnify and keep indemnified the relevant Supplier in respect of any claim that such text, images or other artwork breach the intellectual property rights of any third party.
10.1 The relevant Supplier shall provide the Services to the Client in consideration of the payment of the Services Fee.
10.2 The relevant Supplier may terminate its obligation to provide the Services with immediate effect (or following such notice period as it sees fit) without prejudice to any of its rights or remedies, by giving written notice to the Client if:
(a) the Client fails to pay any amount due under these Conditions on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or
(b) the Client commits a material breach of these Conditions and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; or
(c) the Client repeatedly breaches these Conditions in such a manner as to reasonably justify the opinion that its conduct is inconsistent with having the intention or ability to give effect to the these Conditions; or
(d) the Client purports to assign any of the rights or licences granted under the Contract.
10.3 Any termination or expiry of the provision of Services shall not affect any rights or liabilities that have accrued prior to such termination.
11.1 In order to protect the confidential information, trade secrets and business connections of the relevant Supplier and that Supplier's other clients, the Client covenants with the relevant Supplier that it shall not for a period of 36 months from the later of the Commencement Date or the date on which the relevant Supplier ceases to provide the Services, be involved as agent, consultant, director, employee, owner, partner or shareholder with any business concern which is (or intends to be) in competition with the relevant Supplier’s business.
11.2 None of the restrictions in condition 11.1 shall prevent the Client from:
(a) holding an investment by way of shares or other securities of not more than 5% of the total issued share capital of any company, whether or not it is listed or dealt in on a recognised stock exchange; or
(b) being engaged or concerned in any business concern insofar as their duties or work relate solely to geographical areas where the business concern is not in competition with the relevant Supplier’s business.
11.3 The restrictions imposed on the Client by this condition 11 apply to it acting:
(a) directly or indirectly; and
(b) on its own behalf or on behalf of, or in conjunction with, any firm, company or person.
11.4 Each of the restrictions in this condition 11 is intended to be separate and severable. If any of the restrictions are held to be void, but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective.
12.1 The Contract is personal to the Client who may not, without the prior written consent of the Supplier, share, assign, transfer, mortgage, charge, declare a trust of, sub-contract, delegate or deal in any other manner with the Contract or any of its rights and obligations under it (or any document referred to in it) or purport to do any of the same.
12.2. The relevant Supplier may, at any time, assign (absolutely or by way of security and in whole or in part), transfer, mortgage, charge or deal in any other manner with the benefit of any or all of any other party's obligations or any benefit arising under the Contract.
12.3 Each party to the Contract is acting on its own behalf and not for the benefit of another person.
13. Limitation of Liability
13.1 Nothing in these Conditions shall limit or exclude the liability of either party for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable).
(b) fraud or fraudulent misrepresentation or wilful default.
(c) any matter in respect of which it would be unlawful to exclude or restrict liability.
13.2 Subject to condition 13.1 above neither party to the Contract shall under any circumstances whatever be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, revenue, or anticipated savings; or any loss that is an indirect or secondary consequence of any act or omission of the party in question.
14.1 Force Majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 12 weeks, the party not affected may terminate the Contract by giving 21 days' written notice to the affected party.
14.2 Further assurance. Each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to the Contract.
(a) Each party to the Contract undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by condition 14.3(b).
(b) Each party to the Contract may disclose the other party's confidential information:
(i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising the party's right's or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this condition 14.3(b); and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) No party to the Contract shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
14.4 Entire agreement.
(a) The Contract 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.
(b) Each party to the Contract 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 the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
14.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
14.6 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
(a) waive that or any other right or remedy.
(b) prevent or restrict the further exercise of that or any other right or remedy.
14.7 Severance. If any provision or part-provision of the Contract 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 condition shall not affect the validity and enforceability of the rest of the Contract.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this condition, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in condition 14.8; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
(c) This condition shall not apply to the service of any proceedings or other documents in any legal action, arbitration or other method of dispute resolution.
14.9 Third party rights. No one other than a party to the Contract, their successors and permitted assignees, shall have any right to enforce any of its terms.
14.10 Rights and remedies. Except as expressly provided in these Conditions, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.
14.11 No party shall make, or permit any person to make, any public announcement concerning the Contract without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.
14.12 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
14.13 Governing law. These Conditions, 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.
14.14 Jurisdiction. 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 Conditions or its subject matter or formation (including non-contractual disputes or claims).