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Terms of Business

These Terms of Business explain how VAgency Limited provides its services to clients. VAgency Limited is a company registered in England and Wales (company number 15342058), with its registered office at Suite G04, 1 Quality Court, Chancery Lane, London WC2A 1HR.

Please read these Terms carefully. We would particularly draw your attention to clause 7 (Limitation of liability).

Last updated: October 2026

1. INTERPRETATION

1.1 Definitions

In these Terms:

  • “we”, “us”, “our” and “VAgency” mean VAgency Limited;
  • “you” and “your” mean the individual, business or organisation that engages us;
  • Business Day means any day other than a Saturday, Sunday or public holiday in England;
  • Charges means the fees you pay us for the Services;
  • Client Default has the meaning given in clause 4.2;
  • Contract means the agreement between you and us for the Services, made up of your Order and these Terms;
  • Intellectual Property Rights means copyright, trade marks, design rights, database rights, rights in confidential information and all similar rights anywhere in the world, whether registered or not;
  • Order means your request for the Services, including any proposal or quotation from us that you accept;
  • Services means the executive, administrative, operational, project, finance administration, travel and lifestyle support services we agree to provide to you, as described in your Order; and
  • Terms means these Terms of Business.

1.2 Interpretation

  • A reference to a law includes that law as amended or re-enacted from time to time.
  • Words such as “including” and “in particular” introduce examples and do not limit the meaning of the words before them.
  • “Writing” and “written” include email.
  • Headings are for convenience only and do not affect the meaning of these Terms.

2. BASIS OF THE CONTRACT

2.1 Your Order is an offer to buy the Services on these Terms.

2.2 The Contract is formed when we confirm in writing that we accept your Order.

2.3 Descriptions of our services in our marketing materials and on our website are for guidance only and do not form part of the Contract.

2.4 These Terms apply instead of any other terms you may put forward.

2.5 If you continue to instruct us after receiving these Terms, you are accepting them.

2.6 We may update these Terms from time to time. Any updated Terms will apply to new work from the date we tell you about the change.

2.7 These Terms are intended for clients who use our services for their business. If you use our services as a consumer, you also have legal rights as a consumer, and nothing in these Terms affects them.

3. SUPPLY OF THE SERVICES

3.1 We will provide the Services with reasonable skill and care.

3.2 Our normal working hours are 9am to 5pm, Monday to Friday, excluding bank holidays in England.

3.3 Any dates or time estimates we give are estimates only and are not guaranteed, unless we have expressly agreed otherwise in writing.

3.4 We may make changes to the Services where they are needed to comply with the law or for practical reasons, provided the changes do not materially affect the nature or quality of the Services.

4. YOUR OBLIGATIONS

4.1 You must:

  • give us complete and accurate instructions;
  • co-operate fully with us in all matters relating to the Services;
  • give us access to the accounts, tools, systems and information we need to provide the Services; and
  • make sure that all information you give us is accurate and lawful.

4.2 Client Default

If anything you do or fail to do prevents or delays us from providing the Services (a Client Default):

  • we may suspend the affected Services until the Client Default is resolved;
  • we will not be liable for any costs or losses you incur as a result; and
  • you must reimburse us for any costs or losses we incur as a result of the Client Default.

5. CHARGES, PACKAGES, DEPOSITS AND PAYMENT

5.1 Hourly work

  • Ad hoc work is charged at the hourly rate set out in your Order or, if no rate has been agreed, at our standard ad hoc rate shown on our website.
  • Time is recorded in 15-minute increments, unless agreed otherwise.
  • The minimum charge is one hour per task or per month, unless agreed otherwise.
  • Work outside our normal working hours may be charged at a higher rate, if agreed with you in advance.

5.2 Retainer packages

  • A retainer gives you a fixed number of hours each month at a preferential rate.
  • Retainer fees are payable monthly in advance.
  • Unused hours do not roll over to the following month, unless we have expressly agreed otherwise in writing.
  • Any hours used beyond your retainer are charged at the hourly rate set out in your Order or, if none is set out, at our standard ad hoc rate.

5.3 Project fees

  • We may agree a fixed fee for a project in writing.
  • A non-refundable deposit of 50% of the project fee is payable before work begins.
  • The balance is payable on completion, or in line with any milestones we have agreed.

5.4 Expenses and third-party costs

We may charge you for:

  • postage, printing, materials and courier services;
  • third-party tools or subscriptions needed specifically for your work; and
  • travel and subsistence, where relevant and agreed with you in advance.

Expenses are charged at cost.

5.5 Changes to our rates

We may change our rates by giving you at least 30 days’ written notice before the change takes effect.

5.6 Invoices and payment

  • Ad hoc work is invoiced on completion or at the end of each month.
  • Retainers are invoiced monthly in advance.
  • Project fees are invoiced in line with the agreed payment schedule.
  • All invoices must be paid within 7 days of the invoice date.

5.7 VAT

VAgency Limited is not currently registered for VAT, so no VAT is added to our Charges. If we become registered for VAT, we will tell you in writing before VAT is added.

5.8 Late payment

If you do not pay an invoice on time, we may:

  • charge interest on the overdue amount at 4% a year above the Bank of England base rate, from the due date until payment is made; and
  • pause work until payment is received.

5.9 Minimum term for retainers

  • Retainers have a minimum term of three months, unless agreed otherwise.
  • After the minimum term, either of us may end the retainer by giving 30 days’ written notice.

5.10 Cancelling or rescheduling calls and booked work

  • Please give us at least 24 hours’ notice to cancel or reschedule a call or a booked block of work.
  • If you give less than 24 hours’ notice, we may charge for one hour at the applicable hourly rate, or deduct the booked time from your retainer hours.

5.11 Cancelling a project after work has started

If you cancel a project after work has started:

  • the deposit is non-refundable; and
  • any further work completed will be charged at the applicable hourly rate, or as a proportion of the project fee.

5.12 No set-off

You must pay all amounts due in full, without any deduction or withholding. We may set off any amount you owe us against any amount we owe you.

6. INTELLECTUAL PROPERTY

6.1 All Intellectual Property Rights in the work we produce in providing the Services belong to us, unless we agree otherwise in writing.

6.2 Some materials, such as software, templates or images, may be subject to third-party licences. Your use of them is subject to the terms of those licences.

6.3 Once you have paid our invoices for the work in full, you have a non-exclusive licence to use it for the purposes of your business.

6.4 You keep all rights in the documents, data and other materials you give us, and you allow us to use them only as needed to provide the Services.

7. LIMITATION OF LIABILITY

This clause is important. Please read it carefully.

7.1 Nothing in these Terms limits or excludes our liability for:

  • death or personal injury caused by our negligence;
  • fraud or fraudulent misrepresentation; or
  • any other liability that cannot be limited or excluded by law.

7.2 Subject to clause 7.1, we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any:

  • loss of profits, sales, business or revenue;
  • loss of contracts or business opportunities;
  • loss of anticipated savings;
  • loss or corruption of data or information;
  • damage to reputation or goodwill; or
  • indirect or consequential loss.

7.3 Subject to clause 7.1, our total liability to you under or in connection with the Contract is limited to the total Charges you have paid us in the 12 months before the event giving rise to the claim.

7.4 Please check all work we deliver. If you tell us about an error within 14 days of delivery, we will correct it free of charge. We are not liable for errors reported after that period.

7.5 We are not responsible for the risks of communicating by email or over the internet, such as delays, interception or loss of messages.

7.6 This clause 7 continues to apply after the Contract ends.

8. ENDING THE CONTRACT

8.1 Retainers: after the minimum term in clause 5.9, either of us may end a retainer by giving 30 days’ written notice.

8.2 Ad hoc and project work: either of us may end the Contract by giving 7 days’ written notice.

8.3 Either of us may end the Contract immediately by written notice if the other commits a material breach of it or becomes insolvent.

9. WHAT HAPPENS WHEN THE CONTRACT ENDS

  • You must pay all outstanding invoices immediately.
  • We will invoice any work completed but not yet invoiced, and that invoice is payable immediately.
  • If you do not pay, we may withdraw the licence to use our work given in clause 6.3.
  • Any clause that is intended to continue after the Contract ends, including clauses 5, 6, 7, 10, 11 and 14, will continue to apply.

10. CONFIDENTIALITY

10.1 Each of us will keep confidential all confidential information we receive from the other about their business, clients, finances or personal affairs, and will use it only to perform the Contract.

10.2 Either of us may share the other’s confidential information only with our employees, contractors and advisers who need it for the Contract and who are bound by duties of confidentiality, or where required by law, a court or a regulator.

10.3 This clause does not apply to information that is or becomes public other than through a breach of this clause, that the receiving party already held without restriction, or that it lawfully receives from someone else.

10.4 This clause 10 continues to apply after the Contract ends.

11. DATA PROTECTION

11.1 Each of us will comply with the UK General Data Protection Regulation and the Data Protection Act 2018 (together, the Data Protection Laws).

11.2 Where we handle personal data on your behalf in providing the Services, you are the controller and we are the processor. This may include the names, contact details, correspondence, diary entries and other information of you, your staff, your clients and your contacts. We will process it only to provide the Services, for as long as the Services last, and in line with this clause.

11.3 When we act as your processor, we will:

  • process the personal data only on your documented instructions, which may be given by email, unless the law requires otherwise;
  • make sure that everyone who handles the personal data for us is bound by a duty of confidentiality;
  • take appropriate technical and organisational measures to keep the personal data secure;
  • only use other processors, such as email, file storage and productivity software providers, where reasonably needed for the Services, under written terms that protect the data to the same standard as this clause, and remain responsible for them (you give us general authorisation to do this, and we will tell you about any intended changes so that you can object);
  • not transfer the personal data outside the UK unless it is protected as the Data Protection Laws require;
  • help you, as far as reasonably possible, to respond to requests from individuals exercising their data protection rights, and to meet your own obligations on security, breach notification and data protection impact assessments;
  • tell you without undue delay after becoming aware of a personal data breach affecting your data;
  • delete or return the personal data, as you choose, when the Services end, unless the law requires us to keep it; and
  • make available the information you reasonably need to show that this clause is being met, and allow for and contribute to reasonable audits.

11.4 You confirm that you are entitled to share any personal data you give us, and that you have told the individuals concerned what they need to know about how it will be used.

11.5 Our Privacy Policy explains how we handle personal data for our own purposes, such as your contact details.

12. EVENTS OUTSIDE OUR CONTROL

12.1 Neither of us is liable for any delay or failure to perform our obligations caused by events beyond our reasonable control, such as fire, flood, extreme weather, pandemic, failure of power, internet or telecommunications services, failure of third-party systems, industrial action or government action. This does not affect your obligation to pay for Services already provided.

12.2 If such an event happens, the party affected will tell the other as soon as reasonably possible and take reasonable steps to limit its effect. If the event continues for more than 30 days, either of us may end the Contract by written notice.

13. GENERAL

13.1 Transfer and subcontracting: you may not transfer any of your rights or obligations under the Contract without our written consent. We may use suitably experienced subcontractors to help provide the Services, and we remain responsible for their work.

13.2 Entire agreement: the Contract is the entire agreement between us and replaces any earlier discussions or arrangements about its subject matter. Each of us confirms that we have not relied on any statement or promise that is not set out in the Contract.

13.3 Changes: apart from updates under clause 2.6, any change to the Contract is valid only if agreed in writing by both of us.

13.4 Waiver: if either of us does not enforce a right, or delays in doing so, that right is not given up.

13.5 Severance: if any part of these Terms is found to be invalid or unenforceable, the rest of these Terms will continue to apply.

13.6 Notices: notices under the Contract must be in writing and may be sent by email to the most recent email address the other party has given. A notice sent by email is treated as received on the next Business Day after it is sent.

13.7 Third-party rights: no one other than you and us has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

13.8 No partnership: nothing in the Contract creates a partnership, joint venture or employment relationship between us. We provide the Services as an independent business.

14. GOVERNING LAW AND JURISDICTION

14.1 These Terms and the Contract are governed by the law of England and Wales.

14.2 The courts of England and Wales have exclusive jurisdiction to settle any dispute arising out of or in connection with them.

If you have any questions about these Terms, please email selma.k@vagency.org.uk.