Terms & Conditions

1. Definitions

1.1. “Commencement Date” means the date on which your subscription for our Services commences, as contemplated in the Sign-Up Form or Quote.

1.2. “Contract” means the contract between you and us for the provision of Services, which incorporates these Terms and Conditions.

1.3. “Services” means the services offered by us from time to time.

1.4. “Specialist” means a graphic designer, copy writer, digital designer, developer, SEO, digital project manager and/or any person rendering services other than those which are included in our standard Services.

1.5. “Terms and Conditions” means these terms and conditions for the provision of Services and any special terms and conditions agreed in writing between us (which will be set out in a schedule to this document).

1.6. “Sign-Up Form” means the online web page where the number of hours to be purchased is chosen, the price of each hour purchased is agreed, and agreement to our Terms and Conditions is made.

1.7. “Quote” means a communication from us, which includes pricing of the Services and further details of the Services being offered.

2. Introduction

2.1. These Terms and Conditions shall apply to all contracts for the provision of Services by us to you and shall prevail over any other documentation or communication made.

2.2. Please note that we act as an agent for our service provider(s) and arrange the agreed services on your behalf. We operate a vetting procedure for all service providers. However, we cannot guarantee the quality of the Services.

3. Subscriptions

3.1. To subscribe for our Services, you will need to complete our Sign-Up Form or agree to a Quote.

3.2. In doing so, you will be deemed to have made an offer to purchase our Services subject to these Terms and Conditions. Please note that this offer is subject to our acceptance, and we may choose not to accept it for any reason whatsoever. We will not be held liable for refusing to accept an offer.

3.3. If we accept your offer, we will enter into a binding agreement with you, subject to these Terms and Conditions.

4. Duration

4.1. Your subscription for our Services will commence on the Commencement Date and will endure for an initial 1 (one)-month period (“the Initial Period”), after which it will automatically renew on the same terms for further 1 (one)-month periods, each commencing on the same day of each subsequent month as that on which the Commencement Date fell (being the “Monthly Commencement Date”).

For example, if the Commencement Date was 10 June, each further 1 (one)-month period shall commence on the 10th day of each calendar month, unless your subscription is terminated in accordance with these Terms and Conditions.

4.2. If you exhaust the allocated hours in your selected package before the end of a monthly period, you can renew your subscription for our Services (and pay an additional monthly subscription fee) upon agreement between us, in which case the Commencement Date will be adjusted to the date of renewal and the hours available to you will be replenished accordingly.

5. Fees and payment

5.1. The monthly subscription fees for our Services (“the Subscription Fees”), together with any additional costs payable, are stipulated in the Sign-Up Form or Quote and are dependent on your selected package, which may be customised by agreement between us to suit your specific requirements.

5.2. The Subscription Fees will be deducted or are due to be made (as may be applicable) 7 (seven) days in advance of the Monthly Commencement Date for each month during which you subscribe for the Services (“the Billing Date”).

For example, if the Commencement Date is the 10th day of June, the Billing Date will be the 3rd day of each calendar month thereafter.

5.3. Where applicable:

5.3.1. If any payment is not made on time or if any payment is rejected or refused, the amount owing will be treated as overdue, and we will be entitled to immediately cease or suspend our Services until payment has been received in full.

5.3.2. We will be entitled to charge interest daily on overdue invoices from the date when payment becomes due until the date of final payment, at a rate of 4% (four percent) above the base rate of the central bank in your country of residence or business incorporation (whichever is greater, if different) per annum.

5.3.3. We reserve the right to refer unpaid and overdue invoices to an accredited debt collector of our choosing and/or institute legal action against you for any such invoices, both of which may incur additional fees for your account.

5.4. If you request any additional Services (for example, ad hoc project-based Services), the fees for these Services must be paid to us in full before we will commence any additional work (unless otherwise agreed in writing).

5.5. Payment can be made via Stripe, credit or debit card or Direct Debit. The specific payment details for any additional Services will be included in a Quote.

5.6. Refunds are only available at our sole discretion. If available, the refund will be issued 60 (sixty) days after the refund request has been processed.

5.7. The usage of your selected package is calculated on a minute usage-basis, which will be rounded up to the nearest 15-minute increment.

For example, if a task takes between 1 and 15 minutes to complete, it will be billed as having taken 15 minutes.

5.8. You are not entitled to roll over to another month any hours remaining at the end of a monthly subscription period.

5.9. The prices shown on our website are not guaranteed for any specific period and we reserve the right to periodically update these prices. We will make every effort to ensure that any prices shown are up to date when you place an order for the Services.

5.10. If you are an existing client and we update the price to be paid by you (which we may do from time to time in our sole discretion), notice will be provided to the email address held on record for your account no less than 1 (one) month prior to the change taking effect.

5.11. If you require the services of a Specialist in addition to the Services received in terms of your existing subscription, their applicable rates and/or billing structure will be set out in your Sign-Up Form or Quote.

5.12. The Subscription Fees do not include any expenses that may be incurred when rendering the Services. These expenses will be for your account.

For example, we will not be liable for the costs of any international phone calls that may need to be made.

6. Subscription downgrades

You may downgrade your subscription for our Services (i.e., select an alternative package with less hours of Services available to you) upon the provision of 1 (one) month’s prior written notice, which notice period shall only commence on the next Monthly Commencement Date.

For example, if the Monthly Commencement Date is the 10th day of each calendar month and you provide us with notice that you would like to downgrade your subscription on the 2nd day of June, the downgrade will only take effect on the 10th day of July.

The exception shall be in the first three months of your subscription where the provision of 1 (one) month’s written notice falls away, and the downgrade may come into effect at the next commencement date.

7. Termination

7.1. Following the expiry of the Initial Period, either you or we may terminate this Contract for any reason whatsoever upon the provision of 1 (one) month’s prior written notice, which notice period shall only commence on the next Monthly Commencement Date.

For example, if the Monthly Commencement Date is the 10th day of each calendar month and you provide us with notice of termination on the 2nd day of June, the notice will take effect and the Contract will only terminate on the 10th day of July.

7.2. Upon termination, any payments due to us shall remain due and payable.

7.3. We may terminate the Contract or immediately suspend some or all the Services, if:

7.3.1. you breach any material term of the Contract.

7.3.2. you become financially insolvent (or commit an act of insolvency).

7.3.3. you are liquidated (or a liquidator is appointed on your behalf).

7.3.4. business rescue proceedings (or other comparable processes in the jurisdiction where you are domiciled) are initiated against you.

7.3.5. you use the Services to arrange, or carry on, any illegal or immoral activity.

7.4. If you are purchasing our Services as a natural person for non-business purposes (i.e., if you are a “Consumer” as contemplated in section 12 of the Unfair Contract Terms Act 1977), you have the right to cancel the Contract, upon written notice, within 14 (fourteen) days from the submission of your Sign-Up Form or acceptance of a Quote. However, if we have commenced the performance of our obligations in terms of the Contract, this right of cancellation shall be forfeited.

8. Our rights and service

8.1. We reserve the right to withdraw the Services from our website at any time without liability.

8.2. You agree that we are not a recruitment agency or introducer and do not search for or specifically select staff or third parties on your behalf. Therefore, all recruitment agency laws and regulations do not apply to this Contract.

8.3. Please note that we will not be able to complete tasks that involve the installation or use of specialist software on your systems, unless agreed in writing in advance.

9. Age and capacity

To use our website and to sign up for our Services, you must be 18 years of age or older and you must have the legal capacity to conclude binding contracts. By signing up for our Services and using our website, you warrant that you are 18 years of age or older and that you have the legal capacity to do so.

10. Intellectual property

10.1. In providing the Services, we grant you a limited non-exclusive license to access our software and systems.

10.2. However, this Contract does not, and does not purport to, transfer the ownership of any of our intellectual property rights to you. Our intellectual property rights shall be and remain vested in us.

10.3. You will not do, or cause to be done, any act or thing which contests, or which has the effect of impairing, or tending to impair, our title in and to any of our intellectual property rights.

11. Limitation of liability

11.1. Subject to applicable laws, if we breach these Terms and Conditions, your remedies will be limited to a claim for damages, which shall not exceed the Subscription Fees paid by you to us in the preceding 3 (three) months. Under no circumstances will we be liable for any indirect, incidental, or consequential loss or damage whatsoever.

11.2. To the extent permitted by law, we will not be liable to you save as expressly provided for in this Contract and shall have no other obligations, duties, or liabilities whatsoever in contract, tort or otherwise to you. In particular:

11.2.1. We will not be responsible for any indirect damage that your business may suffer (e.g., loss of profits or reputational damage).

11.2.2. We make no warranties of any kind, expressed, or implied, for the Services provided.

11.2.3. We disclaim any warranty regarding the quality of the Services, or fitness of the Services for a particular purpose.

11.2.4. We will perform the Services with reasonable skill and care. However, we do not guarantee that the Services will be uninterrupted, error-free or meet all your requirements.

11.2.5. We will not be liable for any losses suffered as a result of delays or interruptions to the Services.

11.3. Nothing in these Terms and Conditions will affect any statutory rights that you may have in terms of the Unfair Contract Terms Act, 1977.

12. Severance

If any term or provision of these Terms and Conditions is held to be invalid, illegal, or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed, and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid illegal or unenforceable provision eliminated.

13. Client data

13.1. Certain of our Services are rendered by our contract providers. You acknowledge that to arrange for the provision of products and services, it may be necessary for us to provide a third party with your personal information.

13.2. The agreements between us and any contract provider rendering services to you contain clauses which hold the contract provider liable for failures to ensure adequate data security. In addition, we carry out regular checks on the implementation of the service provider’s data security processes. Nonetheless, you hereby agree that any data that you share with us, or our service providers, is shared entirely at your own risk.

13.3. You must notify us immediately if the security of your account has been compromised or if a previously authorised person leaves your employment.

14. Non-solicitation

You and your employees, officers, and associates may not at any time (either during or within 5 (five) years of the termination of this Contract), contract with, employ, reward, or pay, either directly or indirectly through a related or otherwise associated person, any employee, agent or freelancer introduced by, retained by or in any relationship with us (“Employee”). If you or any of your officers, employees or associates breach this provision, a fee of £3,500 (three thousand five hundred Pounds) or 12.5% (twelve point five percent) of the Employee’s annual cost to company (whichever is greater) will become immediately due and payable to us by you.

15. Service delivery

15.1. The assistant assigned to you as part of our Services (“your Assistant”) may take:

15.1.1. up to 27 (twenty-seven) days of holiday throughout a calendar year, inclusive of any official public holidays that may be applicable to your Assistant (such as Bank Holidays in the United Kingdom).

15.1.2. family responsibility leave, maternity leave, and sick leave.

15.2. We will handle all legal requirements regarding such leave on your behalf and your Assistant will make every effort to consult with you before taking leave and will try to avoid taking their leave at peak times for you or your business.

15.3. Whilst your Assistant is on leave, we will endeavor to provide you with a replacement assistant. However, there may be instances where the provision of a suitable replacement assistant is not possible, such as when your Assistant was required to have a very specific set of skills that are not held by other assistants in our resource pool.

15.4. Any meetings required for the onboarding of an alternative assistant in these instances will be billable as part of the fees for your subscription to our Services.

15.5. Should you have any unused hours in your subscription package in a particular month because of your Assistant taking leave, these hours will not be carried over or reimbursed.

16. General

16.1. Nothing in these Terms and Conditions shall be taken to confer any rights under the Contracts (Rights of Third Parties) Act 1999 (except as may be required by law).

16.2. No addition to or modification of any provision of these Terms and Conditions by you will be binding on us, unless made in writing and signed by our duly authorised representatives.

16.3. This is the whole agreement between us with regards to the subject matter.

16.4. We will be entitled to cede, assign, and/or delegate all or any of our rights and obligations in terms of these Terms and Conditions.

16.5. Should we be prevented from fulfilling any of our obligations to you as a result of any event of force majeure (where we are hindered or prevented from carrying out our obligations by any cause outside our reasonable control, including, but not limited to lightning, fire, flood, extremely severe weather, pandemic, strike, lock-out, labour dispute, act of God, war (whether declared or not), riot, civil commotion, military operations, explosion, malicious damage, failure of any telecommunications, power grids or computer systems, compliance with any law or requirement of any government or other competent local authority, accident (or by any damage caused by any of such events)), we shall not be liable for any breach of our obligations, and such obligations shall be suspended until such force majeure event has passed, or until we have given you 10 (ten) days’ written notice of the termination of such obligations.

16.6. Should you have any queries or complaints, our contact details are as follows:

Address: 5 Andrea Patsalidi Street, Capricornia Building Flat/Office 303, 2408 Egkomi, Nicosia, Cyprus

Telephone: 0800 086 8998

Email: hello@outsourcery.uk

Date of last update: August 2023

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