Terms and Conditions
Libra VA Services Ltd - trading as 'Libra VA Services'.
Company No. 13030412.
TERMS OF USE
Welcome to Libra VA Services’ Terms of Use Agreement. For the purposes of this agreement, "site" refers to the Company's website which can be accessed at librava.co.uk. "Service" refers to the Company's services as listed at librava.co.uk.
The following Terms of Use apply when you use the service listed on our website.
Please review the following terms carefully. In using the service, you signify your agreement to these Terms of Use. If you do not agree to be bound by these Terms of Use in their entirety, you may not access or use the service.
DEFINITIONS AND LAW
In these Terms, the following words or phrases have the meaning set out in this clause.
"Booking”: an agreement that we will supply services on specified occasions and/or with a specified outcome as set out in a Booking Form or in a formal proposal.
“Clause”: a numbered clause of this agreement.
“Confidential Information”: all information that we discover because of or through our connection with you; and which is about or relating to you or your business (including financial information, products, services, service levels, customer satisfaction, proposed services and products, pricing, and margins) or your people (including your directors or partners, investors, staff, suppliers, customers, clients, prospects and contractors). However, "Confidential Information" does not include information that is openly published by you, or information that is publicly available without breach of our confidentiality obligation.
“Data Processing Form”: the form completed by you setting out the framework of the processing of personal and other data required by the booking.
“Including”: the word "including" shall not imply any limitation on the generality of the concept or thing of which examples are being given.
“Personal data”: information about identifiable living individuals.
“Processing”: when applied to personal data, the term ‘processing’ means any operation applied to the data, including collecting, organising, storing, altering, retrieving, using, sharing and deleting it or any part of it.
“Project Agreement”: the agreement comprised in a Booking Form, these Terms, the Data Processing Form (if applicable) and other documents referred to there as forming part of the agreement between you and us.
“Rights”: includes intellectual property rights including (but not limited to) copyrights, patents, registered designs, design rights, trademarks, service marks, and the right to apply for or register any such protection, and all rights relating to trade secrets and other unpublished information.
"Services": the work to be supplied or the outcomes to be achieved by us, as set out in a Booking Form.
“Third Party Data”: personal data about an individual other than you.
“You”: refers to the person, firm or organisation for whom we will perform the services.
“We” and “us”: refers to the person, firm or organisation agreeing to provide the services.
No waiver: If we or you delay or fail to enforce any term of a Booking or these Terms on any occasion, that will not affect or limit our or your ability to enforce that term on any other occasion or at any time.
Severability: if any provision of a Booking or these Terms is unenforceable, it shall be struck from the Agreement to the minimum extent necessary to make the Agreement enforceable and this shall not affect the enforceability of the other provisions of the Agreement.
Law and jurisdiction: this Agreement is governed by the law of our country (as set out in the Booking) and subject to the jurisdiction of our courts.
GENERAL TERMS
By using our services, you are agreeing to these Terms and Conditions and our Privacy Policy.
We will provide written quotations prior to any work commencing.
A signed contract is required prior to the commencement of work. This indicates your acceptance of our Terms and Conditions.
Work will be accepted by email, unless otherwise agreed.
Although every effort will be made to ensure a reliable service, we accept no liability for any disruption or loss of information resulting from external causes including, but not limited to, IT equipment failure, host equipment failure or communications network failure.
We reserve the right to amend or change our services at any time.
SERVICE LOCATION
The services to be provided shall be carried out at Libra VA Services’ place of business (home office and co-working spaces).
WORKING HOURS
Mondays to Fridays (excluding Bank Holidays) from 09.00-17.00 (UK time). Any correspondence outside of these hours will normally be dealt with during the next working day, unless agreed otherwise.
COMMUNICATION
We prefer to receive all communication and confirmation of work via email unless agreed otherwise.
OWNERSHIP OF WORK & RIGHTS
We will ensure that any work carried out is kept strictly confidential and in line with GDPR regulations and the ICO.
Your business affairs will not be disclosed to any third parties. This provision will continue after the completion of the work.
If required, we will be happy to sign a confidentiality clause or non-disclosure agreement prior to the commencement of any work.
The Rights of work done under this Agreement will be ours. Upon payment of our fees and charges we will assign to you the Rights in any work specifically created under the Booking.
Information and documents which we provide to you remain our absolute property at all times unless and until assigned to you.
As the legal owner, you will retain intellectual copyright of all work we carry out.
We agree to sign any further documents needed to complete the transfer of those Rights to you.
We retain the Rights to any templates or structures or methodologies that we used to create your material.
We will not access, use, copy, distribute, publish or adapt any part of any information, data or documents created uniquely for you (once paid for), for our own or any other person’s benefit or purposes.
You must ensure the rights of use for all images have been obtained prior to supplying them to us. All images supplied by us will be authorised prior to use.
You promise not to breach any third-party copyright rights in sending us material on which to work. You promise not to use any confidential or restricted information that belongs to someone else in sending us work.
We will keep a record of the work that we have done for you and the contacts we have made with people on your behalf. We will send you copies of these records regularly, or log them into your systems, as specified in the Booking.
We store sensitive data for as long as projects are in progress, and up to 28 days afterwards.
CONFIDENTIAL INFORMATION
Your information and our confidentiality: we will only use Confidential Information to perform the Services or if we are required to disclose it by law. We may keep some Confidential Information to keep a record of what we did for you. We will keep information in line with our Data Retention Policy.
Documents and information: we will agree with you a safe and secure system for you to send us your confidential documents and information (and for us returning them to you). We do not agree to be liable for data that is not securely transmitted to us.
Logins: where you wish us to access systems that contain information that identifies living individuals, you should provide us (at your own expense) with a unique login to your existing software platforms and systems.
Passwords: any passwords you provide us with are for our exclusive use and are stored securely in LastPass. We will report any password changes required by site security and make sure you have up to date access. We will not share this access with any individual (including our associates). You will provide additional passwords and access if other team members are authorised to use your systems.
We will not set up any social media or email account using your name or your brand name(s) unless your Booking explicitly says so.
We may make and keep temporary backups to ensure continuity of service.
DATA PROTECTION AND GDPR
We will process your own personal data in line with our Data Privacy Policy.
No one can process personal data for you (if that is applicable) until you have given written data processing instructions.
When you want us to access or use personal data about someone other than you (third party data), you must complete and sign the appropriate Data Processing Form and send a copy by email from your usual business address.
While processing personal data in the provision of Services, we will be acting as ‘data processor’, and you are the ‘data controller’.
We will process personal third party data on your behalf only in response to your written instructions (which may be in the Booking, Data Processing Form, or separate email) except where we are required by law to do so.
We are subject to a duty of confidence.
We will take appropriate measures to ensure the security of our processing of your third party data.
We will assist you in allowing third parties to exercise any of their GDPR rights (including subject access). This will result in additional time-related charges (see working guidelines).
We will apply the security measures you set out in the Data Processing Form for protecting and securing your data. We will offer our advice as administrators on ways we think will work, but we are not providing legal advice on compliance and you should seek your own advice to satisfy yourself that your security measures are adequate.
We will email you if we become aware of a personal data breach. We will assist you in your investigations in establishing how this occurred. We will help you, as you may reasonably require, in meeting your GDPR obligations concerning the security of processing, the notification of personal data breaches and data protection impact assessments. This will result in additional time-related charges (see working guidelines).
On written request by you, we will delete or return all third party personal data supplied by you or assembled by us in the course of delivering Services to you. This will result in additional time-related charges (see Working Guidelines below).
Unless the Data Processing Form specifies otherwise, we will delete all third party data from all systems within our control within 28 days of the end of the Booking without returning copies to you. We will not remove data from systems to which you have given us access or logins since those systems will remain under your control and we would expect you to be withdrawing our access to them after the end of a Booking.
If you wish us to store third party information beyond the termination of the Booking and the 28 day run on, you must specify this in the Data Processing Form. This will result in additional related charges (see working guidelines.)
You may audit and inspect how we handle your third party data. We will provide you with whatever information you require to ensure that the data processing obligations under GDPR Article 28 are met; this will result in additional time-related charges (see working guidelines).
We will tell you immediately if we believe we are asked to do something infringing the GDPR or other data protection law of the EU or a member state. We are not legal experts and it is up to you to take appropriate legal advice on how to comply with GDPR rules and regulations.
If you have instructed us to do something we believe is not within the law, we may take advice from the Information Commissioner's helpline and reserve the right to act according to their indications or advice.
If you direct us to perform work that is counter to ICO indications or advice, we may seek a deposit from you against the likelihood of fines or other action being taken against us. We may specify such sum as we think is appropriate.
It is your responsibility at all times to specify suitably secure platforms and processes and to share data with us in a secure way.
WORKING GUIDELINES
Initial consultation (up to thirty minutes) by video call or telephone is complimentary.
You understand that our estimated time and cost for completing the work is subject to change. Any change to the work or the number of hours is subject to review and renegotiation of the final fee and/or deadline if necessary. This also applies if, following the initial consultation, it becomes clear that more work is required than first thought.
We will charge for any time and expenses incurred in responding to your requests to audit data for GDPR compliance or complying with an external body's legal requirements to disclose information or submit to audit. Upon termination of a Booking or this Agreement, further time-based charges may be incurred in handing over, returning data, or responding to enquiries.
If you request additional tasks once the work has begun, we may renegotiate the final fee and/or the deadline for the completion of the work.
An agreement in writing is required by both parties prior to the commencement of the work stating the set number of hours for the work to be carried out. Should this change over the course of the work, a revised agreement will be distributed and agreed in writing by both parties.
If work is suspended or delayed by the Client, we are entitled to immediate payment for the work carried out prior, including the reimbursement of any expenses incurred.
Following completion of the work, proofing and final checking is your responsibility.
Any errors must be reported to us within 48 hours of receipt of the completed work. Errors for which we are responsible for will be amended at no charge. Any changes requested by the Client following the completion of the work will be charged at the standard hourly rate.
As stated in the Data Protection Act 2018/GDPR, the Client and Libra VA Services may store key information (e.g. contact details) as is necessary. These will be kept securely and will not be shared with third parties.
There is a one month notice period which should be provided in writing or by email should either the Client or Libra VA Services decide not to proceed with the instruction of work.
Both the Client and Libra VA Services have the right to terminate a contract if there is a serious breach of the Terms and Conditions outlined. We also have the right to reject any work that is deemed to be immoral, illegal or objectionable.
All of the software and equipment we use is at no additional charge to you. However, where we need license fees or usage fees to provide support for you, we will charge you for the cost of any licenses you have authorised us to purchase. We will typically provide all equipment needed to perform the Services.
If you are involved in a dispute with the tax authorities over tax that should have been charged to us, we will produce the relevant receipts and paperwork to help you reduce or resist the demand.
SUB-CONTRACTING AGREEMENT
We reserve the right to instruct associate support from time to time as a delegation source on client projects. Your signature on this contract is written confirmation that you accept these terms of service. The Directors of Libra VA Services will remain the main point of contact for all client-facing communication and will retain legal responsibilities for all business transactions. The associate will not have communication with the client, other than on email, unless agreed on a case-by-case basis. The Directors will be responsible for communicating task instructions and oversee all client work to ensure it is delivered to the highest quality and ensures client satisfaction. The associate will be a third-party, sub-contracted freelancer who has been approved through our robust recruitment process, and is ICO registered, and fully insured with professional and public liability insurance. The associate will not be legally liable for any omissions or failure to complete the client work. Full legal and insurance liability will reside with Libra VA Services.
RETAINERS
Priority is given to retained clients. If you know you will need a set amount of hours every month, for example, a specific task that is to completed every month, then a retainer package is advised. You can retain our time at £35 an hour, starting at four hours per month. Where the Booking is for retainer work with no deadline specified, you should define your priorities and deadlines in line with the number of hours/amount of work you have purchased. For example, if you are purchasing five hours a week and need 20 hours in a particular week to support a deadline, you will need to specify that deadline, authorise the payment of additional hours, and seek confirmation that we have sufficient availability to meet your needs.
Clients on retainers are billed at the end of each month with no rollover of hours permitted.
Clients who work with us on a retained basis will be billed a fixed fee per month (fee is to be agreed with the client upfront), regardless of hours worked.
ONE-OFF PACKAGES
If any number of hours remains following the agreed end date, then the rollover period will expire three months following the start date. After this period of three months, all remaining hours will expire. Any additional work will be billed.
PAYMENTS
All payments to be made by bank transfer.
Our hourly rate is £35 per hour with reduced rates for packages and longer-term commitments. Where applicable, VAT/sales tax is charged at the appropriate rate.
First-time clients will be invoiced 75% of the total cost of the work in advance of the work commencing and then all further invoices will be sent at the end of every calendar month. The initial payment of 75% must be made prior to the commencement of work.
Clients will be invoiced either once an individual assignment is complete or on a monthly basis for ongoing work.
Rolling contract clients will be billed 75% of the fee upfront before Libra VA Services commences the work. The remaining fee of 25% will be due at the end of the rolling month. This option provides flexibility to both the client and Libra VA Services in case any additional work is requested. If the work is close to exceeding the agreed number of hours at the beginning of the month, the client will be informed ahead of the billing period for that month.
Invoices are to be paid within seven days upon delivery, unless agreed otherwise. The final invoice will include a time report, billable time (this includes meetings and calls outside of contracted hours), expenses, and any other fees related to the work. Any additional costs incurred will be itemised separately on the invoice and listed as 'Additional Expenses'.
For work charged at the hourly rate, the minimum invoice amount is for one hour and is then charged in blocks of 30 minutes, rounded up to the nearest half-hour.
Weekend work will need to be agreed in advance and charged at a higher rate of £45 per hour. The higher rate also applies to urgent work given with less than 24 hours notice and no prior agreement.
Clients that request face to face meetings will be charged for travel and meeting time.
Once an invoice becomes overdue, no further work will be undertaken, unless alternative terms have been agreed.
Unpaid invoices are subject to interest, in line with government guidelines. In circumstances of late payment beyond our seven-day payment terms, we will decide whether work will continue or not.
We reserve the right to increase our hourly rates and modify our packages at any time. Existing clients will be consulted if changes impact ongoing work.
Our ability to meet deadlines depends on you giving us access on time to all the information or resources we need from you. Late or slow payment will result in delay to work timetables.
POLICIES AND PROCEDURES
Complaints: if there is anything about your project that is not going as you want, or if you have any query or complaint, speak to us straight away. Once you have signed off work as complete, the work is complete and further changes are separately chargeable.
Health and Safety: when working at our premises, we are responsible for our health and safety.
Processing personal data outside the EU/EEA: where we are outside the EU/EEA and working in a country that has not had an adequacy decision for personal data standards, the Non-EU/EEA Model Clauses will apply. Any further specific requirements must be specified in the Booking.
INSURANCE
We carry professional indemnity and liability insurance with PolicyBee, and are covered up to £1 million. If you wish us to take out insurance or additional insurance, we are happy to do so if you agree to pay the extra cost. Usually this is an annual cost, and it may not be possible to refund the charge if you do not use us for the exact year that our insurance runs. You can ask us for a copy of our current certificates of cover and policy terms.
Indemnity: you will indemnify us against any fines, costs, expenses, losses or other harm that comes to us from following any unlawful instruction or instruction to act in an unlawful way that was given by you.
Limitation ****of liability: our fee rates are determined on the basis of the limits of liability set out in these Terms. Before contracting for work to be done, you may request that we agree to a higher limit of liability (provided we can obtain insurance cover) in which case we may adjust our fee rates or make an additional charge.
There shall be no personal liability of any of our principals, directors, partners, employees, agents or sub-contractors arising in any way out of the performance or non-performance of services or relating to the supply of products.
We shall have no liability for any indirect or consequential losses or expenses suffered by you, however caused, including but not limited to loss of anticipated profits, goodwill, reputation, business receipts or contracts, or losses or expenses resulting from third party claims.
Our aggregate financial liability to you shall in no circumstances exceed the fees paid for the services which gave rise to such liability.
Nothing in these Terms shall be interpreted as excluding or restricting any legal liability on us or others where liability cannot legally be excluded or restricted.
TERMINATION
Either party may terminate an Agreement by giving 30 days notice in writing. Notice shall be given by email to the address used on the most recent Booking unless either party has notified a new email address.
Termination of this agreement shall not affect rights and obligations already accrued before termination.
We may charge for any work carried out after termination of a Booking or this agreement at the appropriate hourly rate or pro rata to our day rate. Chargeable work will include responding to emails, returning information, finding information, or any other action taken as a result of an email or telephone call from you or the workgroup normally assigned to give instructions to us. If you wish to avoid this, please remove us from all email groups and email correspondence and make no further requests for action or information. Termination of this agreement will not invalidate such charges nor the due payment date for our invoices.
WE COMMIT
to carry out all of our work in a professional manner.
to provide an accurate account of our skills, professional experience and qualifications.
to conduct our business based on fair and ethical principles and to communicate justly and honestly at all times with the Client and all parties associated.
to respect the confidentiality of the Client's business affairs and recognise the Client's ownership of intellectual copyright relating to all business activities.
to keep all data safe and secure and ensure it is only used for its stated purpose, in line with GDPR regulations and with the ICO. Whilst all diligence and care is taken to ensure security of data, no individual or company is immune to hackers.
to staying up to date with advances within our sector and focused on our professional development.
AGREEMENT OF TERMS AND CONDITIONS
You, as the Client, acknowledge that you have read, understood and will be bound by these Terms and Conditions. You further acknowledge that these Terms and Conditions, together with the Privacy Policy, represent the complete and exclusive statement of the agreement between the Client and Libra VA Services. This agreement supercedes any prior oral or written agreement of business to be undertaken.
The current version of the Terms and Conditions are available to view at any time on this page. We reserve the right to update, change or replace any part of these Terms and Conditions. We will inform you should any changes be made. It is your responsibility as the Client to check this page periodically for changes. Your continued use of our service or access to our site following the publication of any changes constitutes acceptance of those changes.
If you have any questions please contact us: info@librava.co.uk
GOVERNING LAW
These Terms and Conditions and any separate agreements whereby we provide you services shall be governed by and construed in accordance with the laws of the business registration address: 86-90 Paul Street, London, EC2A 4NE.
Updated March 2023.