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THIS PERSONAL ASSISTANT SERVICE AGREEMENT is made on [Insert Date] (the “Effective Date”)

BETWEEN:

(1) [P.A Name] of [Insert Company Address] ("P.A Name") and

(2) [Client Name] of [ Insert Address] (“the Client”)

The parties set forth in 1-2 are hereinafter jointly referred to as the “Parties” and individually as a “Party”.

WHEREAS:
(1) [P.A Name] provides administrative, secretarial and personal assistant (“P.A”) support and auxiliary services to private individuals and business clients and has reasonable skill, knowledge, and experience in that field.
(2) The Client wishes to engage [P.A Name] to provide specific administrative, secretarial and/or personal P.A support services as set out in the communications between the Parties whether in electronic communication or video call or physical on print, which are hereby expressly incorporated into these terms and conditions of this Agreement (“Services”).
(3) [P.A Name] agrees to provide the Services to the Client, subject to the terms and conditions of this Agreement.

IT IS AGREED as follows:

1. INTERPRETATION
1.1. In this Agreement, unless the context indicates a contrary intention:
1.1.1. references to Clauses are, unless otherwise stated, references to Clauses of this Agreement;
1.1.2. references to this Agreement are to this Agreement;
1.1.3. where a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
1.2. This Agreement or any provision thereof shall not be construed adversely against a Party because that Party prepared or drafted it or is seeking to rely on it.
1.3. Words denoting the singular include the plural and vice versa; words denoting the masculine, feminine and neuter genders shall indicate other genders; words denoting persons include natural persons, bodies corporate and statutory bodies.
1.4. The headings to the Clauses are for convenience only and shall not affect their interpretation.
1.5. The foregoing whereas Clauses are hereby incorporated into this Agreement and made a part hereof.

2. THE SERVICES
2.1. With effect from the Effective Date, [P.A Name] shall, throughout the Term of this Agreement, provide the Services to the Client with reasonable skill and care, commensurate with prevailing standards.
2.2. [P.A Name] agrees to: i) act in accordance with all reasonable instructions given to it by the Client provided such instructions are compatible with the specification of Services provided; ii) use all reasonable endeavours to accommodate any reasonable changes in the Services that may be requested by the Client, subject to the Client’s acceptance of any related reasonable changes to the Fees that may be due as a result of such changes; and iii) keep detailed and accurate records of all activities undertaken in relation to the provision of the Services and provide such records to the Client upon the Client’s reasonable request.
2.3. This Agreement does not: i) prevent [P.A Name] from providing Services to third parties, provided however that such services do not cause a breach of this Agreement; and ii) require [P.A Name] to undertake any act or perform any Services which in its good faith judgment would be misleading, false, libellous, unlawful, in breach of a contract, or otherwise prejudicial to Client’s or [P.A Name]’s interests.

3. REPRESENTATIONS AND WARRANTIES
3.1. [P.A Name] represents and warrants to the Client that, to the best of its knowledge, [P.A Name] is under no contractual restriction or obligation which is inconsistent with the execution of this Agreement, the performance of its duties hereunder.
3.2. [P.A Name] represents and warrants that, to the best of its knowledge, the execution of this Agreement and the performance of its duties hereunder in no way conflicts with any non-disclosure or confidentiality agreement between [P.A Name] and any third party.

4. CLIENT’S OBLIGATIONS
4.1. The Client agrees to provide all pertinent information to [P.A Name] that is necessary for the provision of the Services.
4.2. When making a request for the provision of Services, the Client will give [P.A Name] details of:
4.3. the date on which the Client requires the Services to commence;
4.3.1. the specific nature of the Services, including the type of work required, the location at which, and the estimated hours during which the Services are required.
4.4. The Client may, from time to time, issue reasonable instructions to [P.A Name] in relation to the Services. Any such instructions should be compatible with the specification of the Services. Where urgent instructions need to be communicated the Client is advised that such instructions shall be given orally in advance and followed by e-mail.
4.5. In the event that [P.A Name] requires the decision, approval, consent or any other communication from the Client in order to continue with the provision of the Services or any part thereof at any time, the Client shall provide the same in a reasonable and timely manner.
4.6. If any consents, licenses, or other permissions are needed from any third party, it shall be the Client’s responsibility to obtain the same in advance of the provision of the Services.
4.7. Any delay in the provision of the Services resulting from the Client’s failure or delay in complying with any of the provisions of this Clause 4 shall not be the responsibility or fault of [P.A Name].

5. FEES AND PAYMENT
5.1. The Client shall pay [P.A Name] and [P.A Name] shall invoice the Client for Fees due in accordance with the provisions of this Clause 5, and on an hourly basis at a rate of £18 p/h calculated in 10 minute increments.
5.2. All payments required to be made pursuant to this Agreement shall be non-refundable and made within 7 days of receipt of the relevant invoice in cleared funds to such bank as [P.A Name] may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as Client is required to deduct or withhold by law.
5.3. Without prejudice to any other right or remedy that [P.A Name] may have, if the Client fails to pay [P.A Name] any sums on the due date, [P.A Name] may: i) suspend all Services until payment has been made in full; ii) claim interest on any late payment allowed by legislation; or iii) terminate the Agreement with immediate effect.
5.4. The Client shall be free to cancel the Services without notice at any time before [P.A Name] begins providing them. Once [P.A Name] has begun providing the Services, the Client is free to cancel the Services and [P.A Name] will invoice the Client for time spent in accordance with Clause 5.1 above.

6. PROBLEMS WITH THE SERVICES
6.1. The Client shall have the right to a) review and comment on all Services provided by [P.A Name] for compliance with its requirements and b) request reasonable amendments within seven days of delivery of such Service to the exclusion of previously approved Services.
6.2. [P.A Name] will use reasonable efforts to remedy problems with the Services as quickly as reasonably possible and practical.
6.3. [P.A Name] will not charge you for remedying problems where the problems have been caused by [P.A Name]. If however [P.A Name] determines that a problem has been caused by incorrect or incomplete information provided by the Client, [P.A Name] may charge for the remedial work in accordance with Clause 5.1 above.

7. LIABILITY AND INDEMNITY
7.1. Nothing in this agreement shall limit or exclude the liability of either party for: i) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); ii) fraud or fraudulent misrepresentation or wilful default; and iii) any matter in respect of which it would be unlawful to exclude or restrict liability.
7.2. Subject to Clause 7.1 above: i) neither party shall under any circumstances whatever be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for: a) any loss of profit, sales, revenue, or business; or b) loss of anticipated savings; or c) loss of or damage to goodwill; or d) loss of agreements or contracts; or e) loss of use or corruption of software, data or information; or f) any loss arising out of the lawful termination of this agreement or any decision not to renew its term, or g) any loss that is an indirect or secondary consequence of any act or omission of the party in question; and ii) the total liability of either party to the other in respect of all loss or damage arising under or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the value of the Services provided.
7.3. Unless a party notifies the other party that it intends to make a claim in respect of an event within the notice period, the other party shall have no liability for that event. The notice period for an event shall start on the day on which the party wishing to make a claim became, or ought reasonably to have become, aware of the event having occurred and shall expire six months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

8. OWNERSHIP AND MARKETING
8.1. All Services developed or prepared by [P.A Name] for Client hereunder that are subject to copyright, trademark, patent, or similar protection shall become the property of Client and deemed “Work Product” provided that Client has paid to [P.A Name] all fees and costs associated with creating and, where applicable, producing the Services.
8.2. All title and interest to Work Product shall vest in Client as “works made for hire”. To the extent that the title to any such Work Product may not, by operation of law or otherwise, vest in Client as a work made for hire or any such Work Product may not be considered a work made for hire, all right, title and interest therein is hereby irrevocably assigned by [P.A Name] to Client.
8.3. Notwithstanding any other provision of this Agreement, [P.A Name] shall retain all right, title and interest in and to, including any intellectual property rights with respect to, any data, designs, processes, specifications, methodologies, know-how, materials, information and skills (and any derivative works, modifications and enhancements thereto) owned, acquired or developed by [P.A Name] and regardless of whether incorporated in any Work Product.
8.4. Client hereby grants [P.A Name] the right to use the name and service marks of Client in its marketing materials or other oral, electronic, or written promotions, which shall include naming Client as a client of [P.A Name] and a brief scope of services provided.

9. CONFIDENTIALITY
9.1. Each Party acknowledges the Non-Disclosure Agreement entered into between the Parties and dating the [NDA Signature Date].
9.2. The provisions of the Non-Disclosure Agreement shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.

10. PERSONAL DATA
10.1. [P.A Name] shall comply with the UK’s Data Protection Act (“DPA”) and the EU’s General Data Protection Regulation (“GDPR”), and not by any act or omission put the Client in breach of the applicable Privacy Provisions in connection with any Personal Data.
10.2. In addition to its obligations in the previous sentence, [P.A Name] shall: i) ensure that appropriate technical and organizational measures are in place to protect any such Personal Data against unauthorized or unlawful processing and against accidental loss, destruction or damage; ii) provide full cooperation and assistance to the Client in allowing Data Subjects to have access to that Personal Data and/or to ensure that the Personal Data is deleted or corrected if it is incorrect; and iii) not transfer Personal Data without ensuring that an adequate level of protection is in place in respect of it pursuant to the requirements of the applicable privacy provisions as specified in Clause 10.1 above.

11. TERM AND TERMINATION
11.1. This Agreement will commence on the Effective Date and will continue until final completion of the Services or until earlier terminated in accordance with this Agreement, subject to the provisions of this Clause 11.
11.2. Notice of termination of any Offer shall not be considered notice of termination of this Agreement.
11.3. Either Party may immediately terminate this Agreement by giving 14 days’ written notice to the other Party.
11.4. The rights to terminate this Agreement given by this Clause 11 shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

12. EFFECTS OF TERMINATION
12.1. Upon the termination of this Agreement for any reason: i) any sum owing shall become immediately due and payable; ii) all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of this Agreement shall remain in full force and effect; iii) termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of this Agreement which existed at or before the date of termination; iv) subject as provided in this Clause 12 and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and v) each Party shall immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.

13. OTHER IMPORTANT TERMS
13.1. No part of this Agreement is intended to confer rights on any third parties.
13.2. No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
13.3. All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorized officer of the Party giving the notice. In each case notices shall be addressed to the most recent address, or e-mail address notified to the other Party.
13.4. This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorized representatives of the Parties.
13.5. Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
13.6. In the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.
13.7. The Parties shall attempt to resolve any dispute arising out of or relating to this Agreement through negotiations between their appointed representatives who have the authority to settle such disputes. If negotiations do not resolve the matter within 30 days of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (“ADR”) procedure. If the ADR procedure does not resolve the matter within 30 days of the initiation of that procedure, or if either Party will not participate in the ADR procedure, the dispute may be referred to arbitration by either Party.
13.8. This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
13.9. Each party agrees that this Agreement herewith may be electronically signed, and that any electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. For the purpose of clarity, the following shall qualify as electronic signature: a) Checking a box or a ‘click to accept’ button; or b) Typing a name; or c) Pasting an image of a signature; or d) Drawing a name or initial with a stylus or by hand on a touchpad; e) Electronically signing using an available third-party software application; and f) a clear and unambiguous statement that this Agreement has been accepted.

THIS AGREEMENT has been duly executed the day and year first before written.


SIGNED by [P.A Name]

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SIGNED by [Client Name]

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