Terms & Conditions
Terms of Service
Shadow Administration guarantees the highest level of confidentiality at all times. Under no circumstances do we pass or sell Client information on to 3rd parties unless the law requires it.
If required, we are happy to sign a confidentiality or non-disclosure agreement. All work will be kept on file for a period of 12 months. After this time, work will be deleted unless specifically instructed.
30-minute consultations and quotations are free of charge and carried out in person or via phone, Zoom, Skype or email.
All work carried out will be proof-read, however, final proof reading of work prior to publishing lies with the Client. Shadow Administration accepts no liability for errors in any work provided.
For larger projects, time frames and deliverables will be negotiated with the Client.
Shadow Administration retains the right to refuse work which we feel is illegal, immoral, or objectionable.
Shadow Administration reserves the right to place any virtual assistant on your service understanding that all Shadow Administration Virtual Assistants are of the same high standard and come with various training, support and mentoring.
LIABILITY
Under no circumstances will Shadow Administration be liable to the Client for any loss or damage including and without limitation, indirect or consequential loss or damage that may arise from the service or work provided, or if time frames and deliverables are not met by Shadow Administration.
To the maximum extent permitted by law, any and all liability and responsibility Shadow Administration to you or any other person under this agreement is excluded regardless of whether such liability arises in contract, tort (including negligence), equity, breach of statutory duty or otherwise. Shadow Administration’s liability and responsibility is excluded in respect of any and all loss or damage, whether direct or indirect, including, without limitation, loss of profits, loss of data, loss of business or anticipated savings, general and special damages, and consequential and incidental loss.
Shadow Administration shall not have any liability or responsibility to the Client for any loss which does not flow directly or naturally (i.e. in the ordinary course of things) from a breach of this agreement including, in each case consequential loss of business or profits or other loss. Shadow Administration shall only be liable for losses (excluding loss of business or profits) which flow directly or naturally from a breach of this agreement up to a maximum of the amount paid by the Client for the Services of the six-week period preceding the date of the event giving rise to the claim under this agreement.
Payment terms
Unless otherwise agreed, the services of Shadow Administration will be charged at an agreed rate as detailed in the first schedule and will be billed in 15-minute increments, with a minimum charge of 30 minutes. Fees may be amended from time to time as notified.
Third party support will be a minimum charge of 30 minutes in 30-minute increments.
For urgent work, the Client agrees a 20% surcharge will apply on the standard rate of the Contractor.
All Social Media and Content Creation work will be completed and invoiced a month in advance unless agreed otherwise.
Graphic Design work will be quoted and upon acceptance, a deposit invoice will be issued at 50%, another 40% on draft release and the final 10% on packaging of files.
Invoices for our ad-hoc/casual rate will be issued each Friday via email to the Client, and payment is due 7 days from the date of invoice.
Invoices for Shadow Administration’s monthly Virtual Assistant packages, including Online-Business Manager services will be issued in advance of work being undertaken. Payment is due upon receipt of invoice, and further work will not be undertaken until any outstanding invoices are paid.
Shadow Administration's Virtual Assistant packages of blocked hours are valid for 1 month from the date of purchase. Any unused hours will NOT be rolled over to the next month.
Any additional costs incurred (e.g. postage and courier fees, stationery and printing) will be charged separately to our hourly rate and packages.
Payments are to be made via bank transfer to the nominated bank account.
Overdue invoices may result in interest being charged at the rate of 5% of the total outstanding monthly amount.
Shadow Administration’s ad-hoc hourly rate and packages are subject to increase. Clients will be notified in writing 30 days prior to any increase taking effect.
Unless otherwise stated, all monetary amounts are in New Zealand dollars.
Shadow Administration is GST registered.
All Fees issued, and quotes given by Shadow Administration are GST exclusive unless stated otherwise.
The Contractor will endeavour to estimate disbursements accurately, which may include but not limited to travel costs, printing costs and any other expenses incurred by the Contractor in completing the Services. Disbursements for work not quoted will be approved by the Client prior to incurring expense.
INTELLECTUAL PROPERTY
Intellectual Property means all intellectual property and proprietary rights (whether registered or unregistered) owned by Shadow Administration prior to performance of the Services, developed by Shadow Administration in performance of the Services or development by Shadow Administration outside of, or after, performance of the Services, and without limitation includes business names, trade or service marks, any right to have information (including confidential information) kept confidential, patents, patent applications, drawings, discoveries, inventions, improvements, trade secrets, technical data, formulae, databases, know-how, logos, designs, design rights, copyright, manuals, protocols, procedures, manuscripts or documentary records, whether in print form or electronically and similar industrial or intellectual property rights.
All Shadow Administration Intellectual Property will remain the property of Shadow Administration unless otherwise agreed with you in writing.
Shadow Administration grants to the Client a world-wide, non-exclusive, royalty free licence to use Shadow Administration Intellectual Property for the purpose agreed to between the Client and Shadow Administration to the extent that it is needed for the enjoyment and benefit of the Services.
If this agreement is suspended or terminated by either party the Client shall cease to use the Supplier’s Intellectual Property.
SUSPENSION AND TERMINATION
Shadow Administration may suspend its obligation to supply the Services if Shadow Administration has notified the Client that the Client is in breach of this agreement, and the Client has failed to remedy that breach.
Either Shadow Administration or the Client may terminate this agreement by providing written notice of not less than 30 working days to the other.
Either party may terminate this agreement immediately by notice in writing, upon:
the other party committing any breach of this agreement that is incapable of remedy;
the other party failing to remedy any breach of this agreement that is capable of remedy within 7 days of notice that the breach having been given by the non-defaulting party to the other party; and
the commencement of liquidation or the insolvency of the other party (except for the purposes of solvent amalgamation or reconstruction) or upon the appointment of a receiver, statutory manager or trustee of the other party’s property.
In the event of a project or work being cancelled/terminated by the Client, the Client agrees to pay for all work completed up to that point. No refunds will be given in the event of there being unused pre-paid monthly VA hours or packages (i.e. OBM Support, Administration support, SEO, branding, bookkeeping and websites).
In the extraordinary event of work being cancelled/terminated by Shadow Administration, we reserve the right to decide - on a case by case basis - whether to provide the Client with a refund for unused pre-paid monthly VA hours and/or packages, OR continue providing support until that month’s VA hours have been used up, or the package, OBM Support, Administration support, SEO, branding, bookkeeping and websites) has been completed.
Shadow Administration reserves the right to immediately, and without warning, suspend and/or terminate work carried out on behalf of the Client if outstanding invoices remain unpaid after 30 days.
General
The Client shall not assign its rights under this agreement.
The Contractor may hire or engage one or more subcontractors to perform any or all of its obligations under this Agreement. Provided however, that the Contractor shall use the same degree of care in selecting any such subcontractor as it would if such contractor was being retained to provide similar services to the Contractor and such the Contractor shall in all cases remain primarily responsible for all of its obligations under this Agreement with respect to the scope of the Services. The Client agrees it will not directly or indirectly engage any of the Contractors’ subcontractor, without prior consent of the Contractor.
This agreement constitutes the complete and exclusive statement of the agreement between the parties, superseding all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter of this agreement.
No amendment to this agreement will be effective unless it is in writing. Email or text message approval is a valid and accepted variation.
No exercise or failure to exercise or delay in exercising any right or remedy by a party shall constitute a waiver by that party of that or any other right or remedy available to it.
Any provision of this agreement that is illegal, invalid or unenforceable will be severed to the extent that it is illegal, invalid or unenforceable, with the remainder of the agreement continuing in full force.
The agreements, obligations and warranties contained in this agreement shall not merge on completion of the transactions contemplated by it but shall remain in full force until satisfied.
Services provided to all business Clients or for commercial purposes are expressly excluded from all provisions under Consumer Guarantees Act 1993.
This agreement may be executed in two or more counterparts, all of which together will be deemed to constitute one and the same agreement.
This agreement shall be governed by New Zealand law, and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand.
Warranty
Where the Client is a company, the person(s) signing this agreement on behalf of the Client personally warrant(s) that:
That the person or those persons have the power to enter into, and have properly signed this agreement in accordance with the terms of the Companies Act 1993 and/or the Client’s constitution;
The Client will perform its obligations under this agreement.
force majeure
Either party may suspend its obligations to perform this agreement if it is unable to perform as a direct result of a war, riot, strike, natural or man-made disaster or other circumstances of a similar nature (Force Majeure Event). Any such suspension of performance must be limited to the period during which the Force Majeure Event continues.
Where a party’s obligations have been suspended for a period of 30 days or more, the other party may immediately terminate this agreement by giving notice in writing to the other party.
note:
These are general terms for reference only. A client’s signed Terms and Conditions take precedence over any general terms.
