Terms of Service
Last updated: 12th June 2025
We are Caroline Lindsay, operating as Caroline’s Work (“Service Provider”, “we”, “us”, or “our”), a company registered in the United Kingdom.
We operate the website www.carolineswork.co.uk (the “Site”), as well as any other related products and services that refer or link to these legal terms (the “Legal Terms”) (collectively, the “Services”).
These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you” or the”Client”), and Caroline Lindsay, concerning your access to the use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms.
The Services are intended for users who are at least 18 years of age. Persons under the age of 18 are not permitted to use or register for the Services.
A personalised copy of these Legal Terms will be provided by Caroline Lindsay to any Client.
Whereby:
The Service Provider is engaged in the business of providing Virtual Assistant services (the “Services”).
The Client wishes to engage the Service Provider to perform certain services as outlined in this Services Agreement.
The Service Provider wishes to provide such services under the terms set forth herein.
In consideration of the matters described above and of the mutual benefits and obligations set forth in this Services Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Service Provider (hereafter each referred to as a “Party” and collectively as “Parties”) agree as follows:
1.1. The Client agrees to the terms and conditions outlined in this Services Agreement.
1.2. The Services Agreement constitutes the entire and only agreement between the Service Provider and the Client.
1.3. A virtual signature of either Party may be used and recognised.
1. Acceptance of Services Agreement
2.1. The Service Provider shall perform the Services for the Client as described in Exhibit A attached hereto and entitled “Statement of Work”.
2.2. The Service Provider shall perform the Services in compliance with all applicable laws and regulations and in accordance with the standards of the industry.
2.3. The Service Provider agrees to dedicate adequate resources to meet the requirements of this Services Agreement.
2. Services Provided
3.1. The term of this Services Agreement (the “Term”) shall begin on the Effective Date of this Services Agreement and shall remain in full force and effect indefinitely until terminated by either Party as provided in this Services Agreement.
3.2. In the event that either Party wishes to terminate this Services Agreement, that Party shall be required to provide 14 days’ written notice to the other Party.
3.3. In the event that either Party breaches a material provision under this Services Agreement, the non-defaulting Party may terminate this Services Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable charges.
3.4. This Services Agreement may be terminated at any time by mutual agreement of the Parties.
3.5. Except as otherwise provided in this Services Agreement, the obligations of the Service Provider shall end upon termination of this Services Agreement.
3. Term of Services Agreement
4.1. All monetary amounts referred to in this Services Agreement are in GBP.
4.2. The Payment as outlined within this Services Agreement is inclusive of Value Added Tax.
4.3. The Service Provider shall be responsible for all income tax liabilities and National insurance or similar contributions relating to the Payment and the Service Provider shall indemnify the Client in respect of any such payments required to be made by the Client.
4.4. Invoices submitted by the Services Provider to the Client are due for payment within 28 days of receipt.
4.5. In the event that this Services Agreement is terminated by the Client prior to the completion of the Services but where the Services have been partially performed, the Service Provider shall be entitled to pro-rata the Payment to the date of termination provided that there has been no breach of the Services Agreement on the part of the Service Provider.
4.6. The Service Provider shall be reimbursed for reasonable and necessary expenses incurred by the Service Provider in connection with providing the Services.
4.7. All expenses must be pre-approved in writing by the Client prior to invoicing by the Service Provider.
4.8. If any invoiced amount is not received by the Service Provider by the Payment due date, the Service Provider reserves the right to refuse completion or delivery of work until past due balances are paid.
4.9. If any invoiced amount is not received by the Service Provider by the Payment due date, those charges may accrue late payment interest at the annual rate of 8% plus the Bank of England base rate, accruing and calculated daily and compounded monthly, or the maximum rate permitted by law, whichever is lower.
4.10. 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 fees, court costs and collection agency fees.
4. Compensation
5.1. The Statement of Work and the obligations therein shall terminate upon the Client’s acceptance of all Services completed and completion of full payment to the Service Provider.
5.2. The Parties may enter into any additional and subsequent Statement of Work for additional Services to be delivered by the Service Provider to the Client and subject to the terms of this Services Agreement, unless otherwise specified.
5.3. Any amendments to the Services outlined in the Statement of Work after agreement of both Parties to this Services Agreement, including, but not limited to, the schedule, deliverables and related fees, must be approved by written consent of both Parties and are subject to a reasonable period of notice from and to each Party.
5. Statement of Work
6.1. The Service Provider warrants that all Services delivered and Work Product shall fully conform to the requirements and specifications set in this Services Agreement and the attached Exhibit A (and any subsequent “Statement of Work”).
6.2. If the Client determines that the Work Product does not conform to the requirements and specifications set in this Services Agreement and the relevant Statement of Work, the Client shall inform the Service Provider of such nonconformity within three (3) working days of the Work Product delivery. The Service Provider shall therefore repair or replace the Work Product without additional charge.
6.3. If the Client fails to inform the Service Provider of such nonconformity within three (3) working days, the Service Provider is under no obligation to complete remedial work free of charge and reserves the right to complete such remedial work as billable in full to the Client.
6.4. Any remedial work requested by the Client that goes beyond the specifications agreed in this Services Agreement and relevant Statement of Work is billable in full to the Client.
6. Work Product Conformity
7.1. Unless otherwise detailed in this Services Agreement, the Service Provider shall have full control over working time and methods in relation to the Services in accordance with this Services Agreement.
7.2. The Service Provider shall work autonomously and not at the direction of the Client while being responsive to the reasonable needs and concerns of the Client.
7.3. All services shall be performed and delivered virtually by the Service Provider via e-mail, phone, online communication platforms or other virtual means from the Service Provider’s location in the United Kingdom, unless otherwise agreed in writing.
7.4. In the event that non-virtual interaction is agreed in writing, the Client agrees to pay all reasonable expenses incurred beyond the Service Provider’s virtual means of work.
7.5. The Service Provider’s standard office hours are Monday to Thursday 09:00 to 17:00 GMT/BST excluding any UK public holiday. The Service Provider reserves the right to amend working hours and availability with reasonable notice provided to the Client.
7.6. E-mail interaction shall be the primary form of communication between the Client and the Service Provider. Time spent by the Service Provider reading and/or writing e-mail correspondence is billable to the Client.
7.7. The Virtual Assistant is available for telephone or video calls during office hours only. Any telephone or video call with a duration in excess of 10 minutes shall be billable to the Client.
7.8. All telephone or video calls must be prescheduled and agreed between the Service Provider and the Client.
7.9. Cancellation of any prescheduled telephone or video call requires a minimum of 24 hours’ notice. Any cancelled telephone or video call without a minimum of 24 hours’ notice shall be billable in full to the Client.
7.10. If the Client requests any communication or Services to be carried out outside of the Service Provider’s standard office hours, the Client agrees to pay an additional 50% of the standard fee incurred.
7.11. The Service Provider shall maintain a detailed record of all time worked which shall be made available to the Client upon request.
7.12. The Service Provider’s work time is rounded up or down to the nearest 15 minutes.
7.13. The Client is billable for any briefing time, meetings, travel time and communication as outlined in clauses 7.6, 7.7 and 7.9.
7. Working Conditions
8.1. The relationship of the Service Provider to the Client shall be and remain that of an independent contractor.
8.2. The Service Provider shall not in actuality nor representation, engage in any partnership, agency, employer-employee or joint venture relationship with the Client.
8.3. The relationship of the Service Provider to the Client shall be non-exclusive. The Service Provider shall be free to provide Services to any other company with the exception of any circumstance in which a conflict of interest or the disclosure of Confidential Information (see clause 12) shall arise.
8. Independent Relationship
9.1. The Client is responsible for providing all pertinent, necessary, accurate and complete information necessary for the Service Provider to complete the Services.
9.2. The Client shall provide all necessary materials and/or information in a clear, legible and accessible format.
9.3. The Client is responsible for ensuring that the necessary permissions for use of all provided materials and/or information are obtained.
9.4. The Client is responsible for all costs relating to business operations including those that require execution of Services by the Service Provider, including, but not limited to, license fees, application fees, membership fees, account fees and purchasing of material or virtual commodities.
9. Materials
10.1. All intellectual property and related materials, including trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trade mark, trade dress, industrial design and trade name (the “Intellectual Property) that is developed or produced under this Services Agreement, shall be the sole property of the Client.
10.2. The use of the Intellectual Property by the Client shall not be restricted in any manner.
10.3. The Service Provider shall not use the Intellectual Property for any purpose other than that contracted for in this Services Agreement except with the written consent of the Client. The Service Provider shall be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property.
10. Ownership Rights
11.1. “Personal Data” refers to any information relating to an identified or identifiable individual that is provided by the Client to the Service Provider in connection with the Services.
11.2. Both Parties shall ensure that they are in full compliance with their respective obligations under the Data Protection Act 2018.
11.3. Both Parties shall ensure that they are in full compliance with their respective obligations under the UK General Data Protection Regulation (UK GDPR).
11.4. Both Parties shall be required to agree to a Data Protection Agreement (provided by either Party).
11.5. The Service Provider shall process Personal Data only on the documented instructions of the Client, including with regard to transfers of Personal Data to a third party unless required to do so by law.
11.6. The Service Provider shall, at the request of the Client, delete or return all personal data to the Client and delete existing copies unless otherwise required by law.
11.7. Each Party shall, if applicable, notify the other Party in a timely manner in the event of a data breach that involves Personal Data belonging to the other Party.
11. Data Protection
12.1. “Confidential Information” refers to any data or information relating to the Service Provider or to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Service Provider or to the Client, and that is not in the public domain.
12.2. The Service Provider may be granted access to Confidential Information relating to the Client’s business (including, but not limited to, personnel information, financial data, technical information, business strategy information, customer information and supplier information) that the Client has a duty to treat as confidential.
12.3. Unless prior written consent is obtained by the receiving Party, both Parties agree to:
hold all Confidential Information about, or provided by, the other Party in strictest trust and confidence;
not disclose, divulge, reveal, report or use, for any purpose not expressly permitted or required by this Services Agreement, any Confidential Information, unless required to do so by law;
not allow any third party to access, disclose, divulge, reveal, report or use, for any purpose not expressly permitted or required by this Services Agreement, any Confidential Information, unless required to do so by law.
12.4. Should the Client choose to divulge any password, login or security information to the Service Provider thereby granting the Service Provider access to any of the Client’s business and/or personal accounts of any nature, the Client does so entirely at their own risk.
12.4.1. The Client shall be solely responsible for any data accessible by the Service Provider.
12.4.2. The Service Provider agrees to use any accessible account in the name of the Services agreed only.
12.5. The obligations of confidentiality shall apply during the Term and shall survive indefinitely upon termination of this Services Agreement.
12.6. The obligations of confidentiality shall not apply to any Confidential Information that can be proven to:
be in the public domain at the time that it was communicated to the receiving Party;
enter the public domain subsequent to the time that it was communicated to the receiving Party through no fault of the receiving Party;
be in the possession of the receiving Party free of any obligation or reasonable assumption of confidence at the time that it was communicated to the receiving Party.
12.7. Upon termination of this Services Agreement, or upon the disclosing Party’s written request, the receiving Party shall promptly return or securely destroy all copies of Confidential Information.
12. Confidentiality
13.1. The validity, interpretation, construction and performance of this Services Agreement shall be governed by the laws of England & Wales, without giving effect to the principles of conflict of laws.
13.2. The Parties may agree to alternative methods of dispute resolution, including negotiation, mediation and arbitration.
13.3. In the event that any alternative dispute resolution procedure is not agreed between the Parties, the Parties agree to submit to the exclusive jurisdiction of the Courts of England & Wales in respect of any dispute which arises out of, or under, this Services Agreement.
13. Dispute Resolution
14.1. In no event shall the Service Provider be liable for any consequential, indirect, exemplary, special, or incidental damages arising from, or relating to, this Services Agreement.
14.2. The total aggregate liability of the Service Provider to the Client under or in connection with this Services Agreement shall not exceed the total amount of fees paid or payable to the Service Provider under this Services Agreement during the 12 months preceding the date the claim arose.
14.3. Both Parties affirm that the appropriate insurance coverage with regards to the Services agreed upon has been obtained.
14. Limitation of Liability
15.1. With the exception of any amount paid in settlement from applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party and its respective affiliates against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount, which result from or arise out of any act or omission of the indemnifying party and its respective affiliates, that occurs in connection with this Services Agreement.
15.2. This indemnification shall survive the termination of this Services Agreement.
15. Indemnification
16.1. Representation: Each Party hereby warrants and represents that such Party is free to enter into this Services Agreement and that this Services Agreement does not violate the terms of any other agreement between such Party and any other third party.
16.2. Amendments and waivers: Any term of this Services Agreement may only be amended or waived with the written consent of both Parties.
16.3. Severability: In the event that any of the provisions of this Services Agreement are held to be invalid or unenforceable in whole or in part, under applicable law, all other provisions shall nevertheless continue to be valid and enforceable with the invalid or unenforceable part(s) severed from the remainder of the Term of this Services Agreement.
16.4. Assignment: The Service Provider will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Services Agreement without the prior written consent of the Client.
16.5. Enurement: This Services Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
16.6. Subcontracting: Except as otherwise provided in this Services Agreement, the Service Provider may, at the Service Provider’s absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Service Provider under this Services Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
16.6.1. In the event that the Service Provider hires a sub-contractor:
16.6.1.1. The Service Provider will pay the sub-contractor for its services and the Payment will remain payable by the Client to the Service Provider.
16.6.1.2. For the Purposes of the indemnification clause of this Services Agreement, the sub-contractor is an agent of the Service Provider.
16.7. Force Majeure: The Service Provider shall not be in breach of this Services Agreement in the event that fulfilment of the obligations herein is prevented by an event of Force Majeure or any event beyond its reasonable control, including, but not limited to, natural disaster, war, terrorism, pandemic or epidemic, or government actions.
16. General Provisions
17.1. Governing law: This Services Agreement shall be governed by and construed in accordance with the Laws of England & Wales.
17.2. Publicity: The Service Provider is permitted to use the Client’s name and company logo in its marketing materials and website as an indication of its business relationship with the Client, subject to the client’s standard trademark usage guidelines as communicated to the Service Provider as required.
17.3. Electronic execution: This Services Agreement and any amendments hereto may be executed electronically.
17.4. Counterparts: This Services Agreement may be executed in counterparts, each of which shall be deemed an original but shall collectively constitute one and the same.