Terms & Conditions | Life by Design Virtual Solutions

1. INTRODUCTION TO THESE TERMS

1.1 Life by Design Virtual Services, LLC., AKA Life by Design Virtual Solutions or LBDVS, is a service for businesses needing Fractional HR, Executive Assistance and/or Project Management. By signing the Client Contract, you confirm that the services you will request will be integral to your business and that you are acting for purposes of your trade, business or profession. The service is not intended for carrying out domestic tasks or for private consumers.

1.2 Please read these terms and conditions (the “Terms”) and Life by Design Virtual Solutions’ Privacy Policy carefully before using this website (referred to in these Terms as “the Website”) to receive services from Life by Design Virtual Solutions. You are referred to as the “Client” in these Terms.

1.3 These Terms are applicable from the date on which you sign the Agreement (Client Contract).

1.4 By clicking to accept or agree to the Terms when this option is made available to you, you accept and agree to be bound and abide by the Terms and our Privacy Policy. The Privacy Policy forms part of the Terms. If you do not want to agree to the Terms, you must not complete any form on the Website.

1.5 Your attention is drawn in particular to clause 12 and clause 13.1, which limits Life by Design Virtual Solutions’ liability to you, the Client.

1.6 In the event of any comments or questions in relation to the Services or the Website, the Client should contact genean@lifebydesignvs.com.

1.7 LBDVS is based in the United States, headquartered in Kentucky. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the state of Kentucky.

2. DEFINITIONS

2.1 The following definitions apply in these Terms.

Confidential Information: information that Client provides to LBDVS (or one of our team members) that Client reasonably expects to be kept secret. This includes confidential details of Client’s business, and any payment card information provided by Client. document: includes, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Services: the services to be provided by LBDVS under these Terms as set out, together with any other services which LBDVS provides or agrees to provide to the Client.

Website: the lifebydesignvs.com website.

Work: all documents, products and materials developed by LBDVS or its subcontractors in relation to a Client’s work.

3. Life by Design Virtual Solutions’ OBLIGATIONS

3.1 All Work produced in respect of the Services shall be produced with reasonable skill and care.

3.2 LBDVS shall use reasonable endeavors to provide the Services, and to deliver the Work to the Client, in accordance with the tasks requested in all material respects.

3.3 LBDVS shall use reasonable endeavors to meet any performance dates specified in the tasks, but any such dates shall be estimates only and time for performance by LBDVS shall not be of the essence of these Terms.

3.4 Client acknowledges that the range of Services provided are neither unlimited nor fixed, and that LBDVS may without liability (i) refuse to accept any task; and (ii) increase or reduce the scope of the Services at any time.

4. WARRANTIES

4.1 LBDVS is confident that it has exercised a reasonable level of due diligence in screening and selecting its team members. LBDVS undertakes a wide range of tasks for a wide range of clients, using a wide range of team members. Work on the tasks are provided by team members, who are not employed in your business day to day, and who will inevitably have a subjective assessment of the best way to carry out the task. LBDVS cannot and does not guarantee that all Work will be 100% error-free.

4.2 LBDVS makes no warranty that:

(a) the Services will meet the Client’s requirements;

(b) the Work will be error-free or comprehensive;

(d) any particular team member will be available to carry out any task assigned;

(e) the Client Material and Confidential Information will be 100% secure against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, despite LBDVS taking appropriate technical and organizational measures intended to ensure such security;

(f) the quality of any Work obtained by the Client through the Services will meet the Client’s expectations.

4.3 No advice or information, whether oral or written, obtained by Client from LBDVS (including from any team member) shall operate to create any warranty not expressly stated in these Terms.

4.4 To the maximum extent permitted by law, LBDVS disclaims any and all implied warranties in respect of the Work, the Services and the team memberts, except as expressly set out in these Terms.

5. CLIENT’S OBLIGATIONS

5.1 The Client shall at all times:

(a) co-operate with LBDVS in all matters relating to the Services;

(b) obtain and maintain all necessary licenses and consents and comply with all relevant legislation in relation to the receipt by it of the Services;

(d) not submit tasks that it did not create or that it does not have permission to post;

(e) not submit tasks that require the installation of any software beyond the standard Microsoft Office package; and

(f) refrain from submitting tasks that, if completed, are likely to involve the infringement of any person’s Intellectual Property Rights or which might be offensive, illegal, defamatory or which might violate the rights, harm, or threaten the safety of any person.

(g) refrain from submitting tasks that, if completed, are likely to involve the processing of personal data involving individual children, individuals’ criminal records, or any of the following: personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person’s sex life or sexual orientation.

5.2 If LBDVS’s performance of its obligations under these Terms is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, LBDVS shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.

5.3 The Client shall be liable to pay to LBDVS, on demand, all reasonable costs, charges or losses sustained or incurred by LBDVS (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person, and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from the Client’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under these Terms, subject to LBDVS confirming such costs, charges and losses to the Client in writing.

5.4 The Client warrants that it has the right to disclose the confidential information and the Client Material to LBDVS and to authorize LBDVS to use it for the purpose of providing the Services.

5.5 The Client agrees not to reproduce, duplicate, copy or re-sell the Services, the Website or any part of them.

5.6 The Client acknowledges that it is not entitled to direct or control the work of any LBDVS team member, or impose any specific time of day or location in which any task is to be fulfilled.

6. EXCLUSIVITY

6.1 Client acknowledges that:

(a) LBDVS has made substantial investments in finding and choosing skilled individuals or entities which LBDVS considers to be suitable team members, and matching them with clients and tasks as appropriate; and

(b) LBDVS has a reasonable, legitimate interest in protecting that investment.

(c) LBDVS has agreements with team members which protect this investment by requiring that they obtain LBDVS’s prior written consent before proposing or accepting any direct or indirect engagement with clients they have worked with. Accordingly, to the fullest extent permitted under applicable law, Client agrees that for a period of 24 months immediately following the last date of acceptance by LBDVS of a task submitted under these Terms, Client shall not without the prior written consent of LBDVS directly or indirectly solicit any LBDVS team member to work for Client directly or indirectly in any engagement or business arrangement.

6.2 LBDVS shall have absolute discretion as to whether or not to grant the consent referred to in clause above, which may be subject to financial conditions including payment of sums equivalent to those specified in subscriptions.

7. IF CLIENT IS UNHAPPY WITH THE SERVICES

7.1 If the Client is not satisfied with the Work or any other aspect of the Services, contact should in the first instance be made to genean@lifebydesignvs.com. If Client can demonstrate that a particular requirement of a task accepted by LBDVS has not been met, LBDVS shall either (at its option) arrange for the Work to be completed satisfactorily by another team member, or arrange for a credit of the time charged in respect of such unmet requirement.

7.2 Refunds are at the sole discretion of LBDVS.

8. CHARGES AND PAYMENT

8.1 The Client shall be solely responsible for the payment of the Charges.

8.2 All Charges shall be monthly.

8.3 LBDVS shall ensure that every team member whom it engages on the Services records the amount of time spent on the Services.

8.4 The Client shall pay the total Charges to LBDVS by credit or debit card per the invoice that will be sent monthly on the 1st business day of the month for the month prior. Invoices are due within 5 days of receipt and any late payments may be charged a late fee, and services may be paused at the discretion of LBDVS.

8.5 The parties agree that LBDVS may review and increase its Charges. LBDVS shall give the Client written notice of any such increase at least 30 days in advance of the proposed date of that increase. If such increase is not acceptable to the Client, it may, within 10 days of the date of such notice, terminate the agreement constituted by these Terms by giving written notice to LBDVS by emailing genean@lifebydesignvs.com.

8.6 In the event that payment is rejected or is for any reason (other than default or negligence of LBDVS) not received for the Services being provided then, without prejudice to any other right or remedy LBDVS may determine that:

(a) the Client shall pay interest on the overdue amount at the rate of 4% per day. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount; and

(b) LBDVS may suspend all Services until payment has been made in full.

8.7 All sums payable to LBDVS under these Terms shall become due immediately on its termination, despite any other provision.

8.8 All amounts due under these Terms shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8.9 In the event that following reasonable efforts on LBDVS’s part to recover any sums owed to it under these Terms by the Client, LBDVS may refer the matter to an accredited collections agency. LBDVS shall be entitled to charge to Client any sums charged by such collection agency in respect of recovery of the outstanding sums.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 Any Confidential Information of Client and any Client Material shall remain in the ownership of Client.

10. CONFIDENTIALITY AND LBDVS’S PROPERTY

10.1 LBDVS shall keep the Confidential Information disclosed to it confidential and, except for the purposes of providing the Services (including disclosing it to team members), or with the prior written consent of the Client, shall not:

(a) use or exploit the Confidential Information in any way;

(b) disclose or make available such Confidential Information in whole or in part to any third party; or

10.2 The obligation in clause 11.1 shall not apply to any information which:

(a) is, or becomes, generally available to the public (other than as a result of disclosure by LBDVS in breach of these Terms); or

(b) was available to LBDVS on a non-confidential basis before disclosure by the Client; or

(c) was, is or becomes available to LBDVS on a non-confidential basis from a person who, to LBDVS’s knowledge, is not bound by a confidentiality agreement with the Client, or otherwise prohibited from disclosing the information to the Client; or

(d) was lawfully in the possession of LBDVS before the information was disclosed to it by the Client; or

(e) the parties agree in writing is not confidential or may be disclosed; or

(f) is developed by or for LBDVS, independently of the information disclosed by the Client; or

(g) is trivial, obvious or useless.

10.3 LBDVS may disclose the Client’s Confidential Information to members of its staff and to those of its team members who need to know the Confidential Information for the purposes of providing the Service.

10.4 LBDVS may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority (including any securities exchange) or by a court or other authority of competent jurisdiction. However, to the extent it is legally allowed to do so, it must give the Client as much notice of that disclosure as possible.

10.5 At the reasonable request of the Client, LBDVS shall destroy or return the Confidential Information to the Client and any materials (whether in written or other recorded form) containing, or making use of the Confidential Information.

11. LIMITATION OF LIABILITY – THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

11.1(a) LBDVS shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms for:

(a) loss of profits;

(b) loss of sales or business;

(d) loss of anticipated savings;

(e) loss of or damage to goodwill;

(f) loss of use or corruption of software, data or information;

(g) any indirect or consequential loss.

12. DATA PROTECTION AND PRIVACY

12.1 LBDVS strongly recommends that Clients do not include in any task or communicate to any team member any details of any bank account, or other financial accounts, or any payment card information, unless it is absolutely needed for the Work. Client acknowledges that LBDVS shall have no liability to Client in respect of any losses arising out of Client’s provision to team members of any such information.

12.2 In respect of any Client Personal Data, the Client acknowledges and agrees that:

(a) where Client Personal Data is provided to LBDVS by the Client (not provided to a team member directly), LBDVS shall be the data processor of it.

13. TERMINATION

13.1 Without affecting any other right or remedy available to it, either party may terminate the agreement with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under these Terms on the due date for payment and remains in default not less than 5 days after being notified to make such payment;

(b) the other party commits a material breach of any term of these Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 5 days after being notified in writing to do so;

(d) the other party repeatedly breaches any of the terms of these Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these Terms.

13.2 Either party may terminate the agreement constituted by these Terms at any time by notice of not less than 10 days. In the event that notice is given part-way through a month, the agreement will terminate on the last day of the month, following the date on which notice is given.

14. CONSEQUENCES OF TERMINATION

14.1 On termination of these Terms:

(a) the Client shall immediately pay to LBDVS all of LBDVS’s outstanding unpaid invoices and interest. In respect of Services supplied but for which no invoice has been submitted, LBDVS may submit an invoice, which shall be payable immediately on receipt;

(b) Client may, from one month from the date of such termination, cease to have access to any information in respect of any particular tasks;

14.2 Termination or expiry of these Terms shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

15. FORCE MAJEURE

15.1 Force Majeure Event means any circumstance not within a party’s reasonable control including:

(a) acts of God, flood, drought, earthquake or other natural disaster;

(b) epidemic or pandemic;

(C) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

(d) nuclear, chemical or biological contamination or sonic boom;

(e) any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition or failing to grant a necessary license or consent;

(f) collapse of buildings, fire, explosion or accident;

(g) any labor or trade dispute, strikes, industrial action or lockouts;

(h) non-performance by suppliers, subcontractors and Virtual Assistants; and

(i) interruption or failure of utility service.

15.2 If a party is prevented, hindered or delayed in or from performing any of its obligations under these Terms by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of these Terms or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

15.3 The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.

15.4 The Affected Party shall: (a) as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and (b) use all reasonable endeavors to mitigate the effect of the Force Majeure Event on the performance of its obligations.

15.5 If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 4 weeks, the party not affected by the Force Majeure Event may terminate these Terms by giving 1 week’s written notice to the Affected Party.

16. VARIATION

16.1 No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorized representatives).

16.2 LBDVS may revise these Terms from time to time and will notify Client of any change in advance by means of the Website or Email Communication.

17. MISCELLANEOUS

17.1 No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

17.2 A reference to writing or written includes e-mail and interaction through the Website. Any obligation on a party not to do something includes an obligation not to allow that thing to be done. References to clauses are to the clauses of these Terms.

17.3 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

17.4 The rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

17.5 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.

17.6 If any provision or part-provision of these Terms is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

17.7 The agreement constituted under these Terms constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms. Nothing in this clause shall limit or exclude any liability for fraud.

17.8 Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorize any party to make or enter into any commitments for or on behalf of any other party.

17.9 Each party confirms it is acting on its own behalf and not for the benefit of any other person. No one other than a party to these Terms, their successors and permitted assignees, shall have any right to enforce any of its terms.

Terms and Conditions