Virtual Assistant Agreement

Reviewed November 2022 (JM/1)

This is an agreement between Kerry Lummus operating as Lummus Virtual Solutions (Hereafter referred

to as the Virtual Assistant) and [Client’s name], [Client’s business] (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. A 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 in advance of the execution of the

Services specified in the Statement of Work.] OR [The Virtual Assistant will bill the Client

after the execution of the Services specified in the Statement of Work.] OR [The Virtual

Assistant will bill the Client [after/before] the execution of the below specified Services also

included in the Statement of Work.] OR [The Virtual Assistant will bill the Client every

month-end during which work has taken place.] Payment terms are 14 days.

Reviewed November 2022 (JM/1)

3.3 Late payments. Payments not received by the 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.

3.2. 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 8% plus the current Bank of England base rate, 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.

3.4 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 for a period of [start date] through to but not exceeding [end date]. OR The

Virtual Assistant will provide services to the Client on an ongoing basis starting from start date].

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 xx hours’/days’ written notice to the following email address:

Kerry@Lummusvs.co.uk

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. Subcontracting. In the performance of its obligations hereunder, the Virtual Assistant shall have

the right, in its sole discretion, to assign, transfer, charge, delegate or subcontract its rights and

responsibilities to any third party, provided that the Virtual Assistant shall remain responsible for

the performance of any such third party. The Client shall not, without the Virtual Assistant’s prior

written consent, assign or transfer in any other manner with all or any of the Client’s rights or

obligations under the Agreement. Furthermore, all subcontractors are contracted to work with

Reviewed November 2022 (JM/1)

Lummus Virtual Solutions and may not be contacted to work directly with the Client within one year

of this contract ending.

8. Location of Service Performance. Services shall be performed and provided virtually via email,

fax, phone or other virtual means from the Virtual Assistant’s location in Nottinghamshire, United

Kingdom.

9. Office Hours and Communication. Office hours are Monday through Thursday, 9:00 am to 5:00

pm. Email (or other electronic means) 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 or any 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.

If the Client requests Services outside of the above specified hours, the Virtual Assistant reserves

the right to charge an additional 50% of the fees.

10. 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.

11. Data Privacy and Compliance. Both Parties hereby ensure that they are in full compliance with

their respective obligations under the Data Protection Act 2018, and the UK General Data

Protection Regulation (UK GDPR). 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.

The Virtual Assistant will process the following personal data on behalf of the Client during the

times and for the purposes specified below:

[xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx].

12. 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 contractual 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).

13. Ownership. All processes, methods, inventions, improvements, ideas, 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,

Reviewed November 2022 (JM/1)

methods, procedures, tools, interfaces, and other forms of technology as well as any intellectual

property rights of any kind therein (collectively, the “Work Process”), will be the sole and exclusive

property of the Virtual Assistant.

All deliverables and works of authorship 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.

14. 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.

14.1. Exceptions. The Virtual Assistant's obligations with respect to any portion of the Client

Information as set forth above shall not apply 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.

14.2. 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.

15. 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.

Reviewed November 2022 (JM/1)

16. 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.

17. 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.

17.1. Insurance. Both parties affirm that the appropriate insurance coverage with regards to the

Services agreed upon has been obtained.

18. 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.

19. Amendments and Waivers. Any term of this Agreement may be amended or waived only with the

written consent of both Parties.

20. 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:

20.1. natural disasters (such as, but not limited to, fires, explosions, earthquakes, drought, tidal

waves and floods);

20.2. war, hostilities (whether war be declared or not), invasion, act of foreign enemies,

mobilisation, requisition, or embargo;

20.3. rebellion, revolution, insurrection, or military or usurped power, or civil war;

20.4. 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;

20.5. riot, commotion, strikes, go slows, lock outs or disorder.

Reviewed November 2022 (JM/1)

21. 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

England and Wales in respect of any dispute which arises out of or under this Agreement.

22. 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.

23. 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.

[Date of signature]

In Witness hereof, the Parties have executed this Virtual Assistant Agreement as of the date set forth

above.

CLIENT

Signed: _____________________________ Sign Here

Name: [Client Name and Business Name]

Address: [Registered Business Address]

VIRTUAL ASSISTANT

Signed: _____________________________ Sign Here

Name: Kerry Lummus, Lummus Virtual Solutions

Address: Klast, Pocklington Road, Collingham, Newark, Nottinghamshire, NG23 7SS

Reviewed November 2022 (JM/1)

Exhibit A

Statement of Work

I. Payment Terms

Virtual Assistant shall be paid at an hourly rate of £ Rate]/hr. in accordance with the completion

of Services detailed in Section II below. Time spent will be rounded up or down to the nearest

15 minutes. The Client shall be invoiced every month for payment to the Contractor. Billable

time refers to all work executed with regard to the Services detailed in Section II. Billable time

also includes meetings, travel time and the writing and/or reading of correspondence sent by

mail, emails, social media and any communications via telephone.

II. Description of Services

Services

Estimated Hours

Completion Date(s)

Payment

Services description

Hours

Estimated completion

date

The first completion

date shall be [first

completion date if

working on a project].

The Services shall be

repeated every

[repeated weeks/days]

until [final completion

date if working on a

project]

Hourly rate

Agreed upon sum if

working on a project

Other pricing

structure.

III. Reimbursable Expenses

The Virtual Assistant may incur expenses as expressly specified which will be reimbursed by the

Client, for example petrol, stationery, postage, printing, plus any other items to be agreed in

advance from time to time.

Date:

In Witness hereof, the Parties have executed this Statement of Work as of the date set forth above.

THE VIRTUAL ASSISTANT

THE CLIENT

Reviewed November 2022 (JM/1)

Signed: