Office Genie - Virtual Assistant & Secretary in Northampton for Telephone Call Handling

1. Definitions
In this agreement the following terms shall have the meanings indicated. “We” means Jacqui Frost trading as The Office Genie, 7 Lauderdale Avenue, Northampton NN4 8RJ. “You” shall mean the Customer to whom we agree to provide the services detailed overleaf. “Service Charge” shall be the monthly charge for your chosen package(s) “In writing” means hard copy, fax or email.

2. Our Duties
Subject to agreement by us, our duties to you shall consist of any or all of the following services. Receiving incoming telephone calls, fax, email messages intended for you and despatch to you within the UK of such messages by telephone, fax, SMS, email or post and providing typing, email, administrative, book-keeping, payroll and secretarial services. To answer your calls, to capture such data as the caller divulges, regardless of its perceived or actual value, and to relay it to you by the means from time to time indicated by you, which may also include connecting the call to you. We will not accept letters or parcels on your behalf. You undertake not to use our address and/or any telephone number terminating at our offices, in the press, our publications or our products. We may subcontract all or part of any of our services.

3. Contract Duration and termination
Unless otherwise stated in writing (in which case the separate writing shall prevail) the agreement is for an initial minimum period of 3 months, and thereafter terminable by either side on not less than one month’s notice, expiring on the last day of a calendar month. This must be on your business stationery and signed by an authorised officer of your business.

If we consider (acting reasonably) that you are not adhering to our terms and conditions, or are in breach of our Acceptable Use Policy, or that we will not be able to provide our services to you, we reserve the right to terminate this agreement on notice in writing taking immediate effect. In any such circumstances, you will pay us on a time and materials basis for all work done and expenses incurred up to the date of termination.

You shall compensate us on an indemnity basis against all expenses incurred by us arising out of your breach of contract and in respect of any such losses arising out of any legal action taken or threatened as a result of any matter alleged to be defamatory, or an infringement of copyright or other material supplied, prepared or approved by you. This obligation remains in force even after termination of the contract.

4. Charges and Payment

1. All sums due to us under this agreement shall be payable by you without deduction within 7 days from the date of our invoice. Thereafter, we reserve the right to charge interest on the outstanding sum at 8% per annum, before and after judgement, until paid. A fee of £25 is payable for any cheque returned by the Bank.
2. All charges under this agreement shall be subject to VAT at the prevailing rate, if applicable. Our monthly retainer fees for telephone call handling, administrative, book-keeping, payroll and secretarial services are payable monthly in advance by Standing Order. Our fees for ad hoc services are billed monthly in arrears.
3. While you owe us fees over 7 days, we may withhold the delivery of messages to you and/or the taking of messages on your behalf, or bar our switch from receiving inbound calls for you, or decline to take on any further secretarial, book-keeping, payroll or administrative work for you.
4. If you disagree with, or have any queries on an invoice, we ask that you notify us in writing within 7 days from the invoice date, after which time we will assume that you have agreed its content.
5. You agree to compensate us on an indemnity basis for all legal costs incurred by us in connection with any legal proceedings taken by us against you to recover sums outstanding.
6. We will at our discretion assign you a credit limit. If the aggregate value outstanding from you exceeds this limit, we reserve our right to terminate our services to you immediately.
7. Charges for call-handling will be levied on calls exceeding your monthly free call allowance. These charges will be levied monthly in arrears at the agreed excess rate. They cannot be accumulated and carried forward into succeeding months. Book-keeping, payroll and other administrative charges are fixed and there will be no reductions if our services are not fully utilised.
8. Charges will be reviewable at any time on a month’s notice, and if you do not agree them, you may give us a month’s notice of termination expiring on the last day of a calendar month. You may request a change of tariff and if agreed, this will take effect from the end of the calendar month after the month in which your request is agreed.

5. Limitation of Liability

1. You agree that any liability for damages arising from provision of any of our services to you is limited to actual damage and it may never exceed one month’s service fee based on our service fees to you on an average of the three months before the event in question. No claim may be brought unless you have notified us in writing within one month of it arising and we are not liable to you for any loss of business or other consequential loss.
2. We are under no liability for failure to comply with our obligations to you if we are unable to carry out any such obligation for any reason beyond our reasonable control. We do not accept liability for damages or loss to any of your materials and goods stored on our premises, regardless of circumstances.
3. Downtime – at all times our service will be subject to downtime caused by routine or emergency maintenance or repair. We are not liable to you, or to any third party, for any losses whatsoever caused by such downtime. This will not affect your obligation to pay our fees.
4. In connection with book-keeping and / or payroll services, we are not responsible for any losses, penalties, interest or any other additional tax liability arising from the supply to us from any source of incorrect or incomplete information, or arising from the failure by you or others to provide any appropriate information, or to respond promptly to communications from tax authorities.

6. Phones and diversion

1. Because we have no control over calls prior to their arrival at our telephone system, you confirm that all aspects (including cost) of diverting calls to us and/or arranging for all calls to arrive at our offices are your responsibility.
2. When you register with us call-handling services, you will be allocated your personal telephone number with us which gives you the opportunity to call in for your messages as frequently as you require. Your personal telephone number is your bespoke communication line and your call answering details can be amended at any time. You can use your personal telephone number with us as a personal message taking service or as a call transferring service. You can divert any landline and/or mobile number to your personal telephone number. Any personal telephone number allocated by us to you will remain our property and we may reallocate such personal telephone number at our sole discretion at any time for commercial, technical or regulatory reasons, by giving you reasonable notice in writing.

7. Secretarial, Book-Keeping, Payroll, and Administrative Services

1. You accept full responsibility for proof-reading completed secretarial, book-keeping and payroll work. However, any errors made by us will be rectified free of charge, provided that we receive notification within 48 hours of submitting the completed work to you. Final proof-reading is your responsibility. We are not responsible for the end use of any document produced or edited on your behalf. Whilst working on your behalf, you agree that we will not be held liable for the content of any document produced and you will compensate us on an indemnity basis for any claims made against us. We will not be required to deal with material that is objectionable in any way.
2. In order to help protect our IT infrastructure, unsolicited emails that are received by us without a covering statement contained in the message body, will be considered as malicious and will not be opened. You agree to keep your Office Genie user name and password secret at all times and to inform us and change it if you believe that another person has become aware of it. You are solely responsible for all use or misuse of your username and password and any losses or damages arising from such use of misuse. You confirm that all information supplied by you to us is current, complete and accurate in all respect and you agree to notify us immediately of any changes to this information. Your Web-based Diary remains the property of The Office Genie.
3. We advise all clients to use a traceable and secure delivery method for valuable documents that require specific delivery. We will return these documents to you using a similar method at your cost. This is not included in our scale of fees. Delivery through the Post Office is at your risk.
4. We make no commitment that we or any subcontractor will maintain backup copies of your inputted data. We therefore recommend that you make your own periodic copies of data. You should also make your own recovery plans in case you are affected by system or component failure, and you acknowledge you are not entitled as of right to copies of any back-up we may make.
5. You assume full responsibility for the protection of your computer system including computer hardware and software, stored data on your computer system, and the stored data and computer systems (including hardware and software) of third parties who may access or be otherwise connected to your computer system. You assume the responsibility of ensuring that text or other data down-loaded or otherwise received from us electronically into your system are free from viruses, worms, Trojan horses or other items of a destructive nature.
6. All information and records held by us or by any subcontractor for you will be treated as confidential unless otherwise instructed by you, but we may use this information for marketing our services to you.

8. Book-Keeping and Payroll Services
8.1 To enable us to carry out our Book-keeping and/or Payroll Services for you, you agree:

1. To provide full information necessary for us or our subcontractor to deal with your book-keeping or payroll services. We will rely on the information and documents supplied being true, correct and complete and will not audit or verify the accuracy of the information or those documents;
2. That we or our subcontractor can approach such third parties as may be appropriate for information that is considered necessary to carry out the services requested by you;
3. To provide us or our subcontractor with information and documents in sufficient time for the services requested to be completed and available by the agreed due date;
4. To forward to us or our subcontractor on receipt, copies of bank statements and PAYE coding notices (if book-keeping and/or payroll service is required), to enable us to deal with them as necessary;
5. To keep us or our subcontractor informed about significant changes in your circumstances if they are likely to affect the book-keeping services provided to us;
6. That costs of delivering any documents are to be borne by you.

8.2

1. If you transfer to us part way through your business year, a transfer or setup fee may be chargeable for all work for making the handover. This will be payable 30 days from date of invoice.
2. If you become more than one month in arrears in respect of your fees, we reserve the right to suspend any service to you, including access to your website. If your service is suspended, reconnection will only occur once outstanding fees have been settled. A reconnection fee may be charged.
3. If you owe fees to us, we reserve the right to withhold all records and information and to suspend our services until full payment is made. In the event of a termination of book-keeping services and subject to these terms, we will provide to you all records complete to the specified date of termination.

9. General
You agree that you will not use our services for any improper, immoral or illegal purpose and you confirm that such use would constitute grounds for immediate termination of our services by us to you, without liability for compensation.
Where our appointment is by a parent company on behalf of a Group, the parent company confirms that these Terms of Business apply to all group companies and entities to which we have been appointed. Whilst fee invoices may be addressed to either the parent company or the group company or entity, both parties remain responsible as co-principals for the debt until it is settled.
We and you each undertake to the other to comply with the provisions of the Data Protection Act 1998 and any related legislation insofar as the same relates to our respective obligations. You are entitled to request details of personal information we hold on you and a fee of £10 is payable for access to this information. None of these terms is enforceable under the Contract (Rights of Third Parties) Act 1999 by a person who is not a party to it.
Any notice, invoice or other document issued by us to you shall be deemed to have been delivered if hand delivered, sent by post, fax or email to the address advised by you. Our address shall be that shown on the front page of this agreement. The jurisdiction and law applicable to this contract shall be that of England and Wales.

10. Acceptable Use Policy
You will use our email and website system only for lawful purposes and to promptly inform us if this has been or may have been breached. In particular,

• you will not use our network in a way that infringes any law or regulation or which infringes the rights of any third party, nor will you authorise or permit any other person to do so.
• You are solely responsible for all copyright and other intellectual property rights aspects of readable content supplied to us for inclusion in your work (including the website) and you warrant that you have free and unrestricted right to use all such material.
• you will not upload, post, link to or transmit any material which is unlawful, threatening, abusive, malicious, defamatory, obscene, pornographic, blasphemous, profane or otherwise objectionable in any way, any material containing a virus or other hostile computer program, any material which constitutes, or may encourage the commission of, a criminal offence or which infringes any intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction, or any material which is forbidden by our ‘Acceptable Use Policy’.
• You may not attempt to interfere or deny service to any user, host, or network. This includes, but is not limited to, flooding, mail bombing, or other deliberate attempts to overload or crash a host or network. We will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in the investigation of suspected criminal violations. Users who violate system or network security may incur criminal or civil liability.
• Unsolicited commercial advertisements (spam) are not allowed, and will result in account cancellation. We take a zero-tolerance approach to spam originating from our servers.