Terms & Conditions

These Terms & Conditions apply in respect of the Services contemplated or described in the Agreement, to be performed by Virteffic Limited (“Virteffic”) (or “we” or “our” or “us” or “I” or “mine” or “me“) for you (the “Client”)(or “you” or “your”). For the avoidance of doubt, you or the Client refers to anyone who has entered into an Agreement with Virteffic. These Terms & Conditions apply to all Services provided by Virteffic and should be read in conjunction with any Agreement made between Virteffic and the Client.

In the event of any inconsistency between these Terms & Conditions and the terms of any Agreement entered into by Virteffic and the Client in relation to the Services, the terms of the Agreement shall prevail. The Agreement and these Terms & Conditions are together referred to herein as the Contract.

The commencement of the provision of the Services by Virteffic (including provision of Services during any trial period) constitutes an offer by us to supply the Services in accordance with these Terms & Conditions and the Client agreeing to use the Services constitutes acceptance of these Terms & Conditions.

By entering into the Agreement with Virteffic, the Client agrees or is deemed to have agreed with Virteffic that these Terms & Conditions will apply to the entire business relationship between the Client and Virteffic.

 

Interpretation

In these Terms & Conditions, the following capitalised words and expressions shall have the following meanings, except where otherwise defined in an Agreement or where the context otherwise requires:

Applicable Law

means any applicable law, order, regulation, rule, order of court, code or similar in any jurisdiction, as amended, reenacted or modified from time to time and the law governing these Terms & Conditions;

Agreement

means any agreement between Virteffic and the Client to which these Terms & Conditions apply;

Clause                      

means a numbered clause of this Agreement;

Client

(or “you” or “yours”)

means the person, company, firm or organisation to whom Virteffic agrees to provide the Services in accordance with the Agreement and these Terms & Conditions;

Confidential Information   

means all information that a Party discover because of or through the relationship created between the Parties under the Agreement  and which is about or relating to the business of each Party (including information of the business, affairs, customers, products, developments, operations, processes, pricing, networks, trade secrets, design rights, know-how and financial information, products, services, service levels, customer satisfaction, proposed services and products and pricing) or the people connected to the Party (including the directors or partners, investors, staff, suppliers, customers, clients, prospects and contractors) but excludes information that is openly published by such Party, or information that is publicly available without breach of our confidentiality obligation;

 

Compliance Rules

means the legal and regulatory framework applicable under the Applicable Law governing, directly or indirectly, the provision of Services by Virteffic, the Client, or any internal compliance procedure, policy or guideline as defined by Virteffic and any anti-money laundering or (counter) terrorist financing act or similar regulation and as such legal and regulatory framework may vary from time to time;

 

Contract

means the Agreement together with the Terms and Conditions;

Fees

means all fees payable by the Client to Virteffic as set out in the Agreement, or as otherwise agreed in Writing;

 

Fee Schedule

means the fee schedule included in the Agreement, setting out the Fees that Virteffic may charge for the Services, or as otherwise agreed in Writing;

 

including               

shall not imply any limitation on the generality of the concept or thing of which examples are being given;

 

Losses

includes, but is not limited to any loss, cost, charge, expense, payment, interest, demand, claim, proceeding, suit, penalty, damages, legal fees, liability, obligation, detriment, adverse judgment, order or other sanction, any loss of anticipated profits, goodwill, reputation, business receipts or contracts, or Losses or expenses suffered or incurred, directly or indirectly, by a Party of this Agreement;  

a Person

includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

Personal Data

has the meaning as defined in the Data Protection (Jersey) Law 2018;

 

Process                

when applied to Personal Data, will include (without limitation) the collection, organisation, recording, storage, altering, using and disposal of Personal Data;

Party or Parties

 

refer to the parties to the Agreement;

Primary Provider

the individual from Virteffic that will be the main contact and provider of Services as identified in the Agreement, and unless specified shall be Terese (Tess) Price;

Proposal

means any proposal provided by Virteffic to the Client setting out the services and fees that Virteffic is willing to offer to the Client, before such terms are formally confirmed and documented in the Agreement;

Schedule

means a schedule included in the Agreement;

Service or Services

means any service or services rendered by Virteffic to the Client pursuant to or in connection with any Agreement, and the services to be provided by Virteffic to the Client under the Agreement;

Termination Date

unless otherwise agreed in writing in the Agreement , the date on which the terms under this Agreement are completed (including delivery of Services and payment of Fees) or, if earlier, on 1 month following notice is provided to the other Party of the termination of this Agreement in accordance with the Terms & Conditions;

Terms & Conditions

means these standard terms and conditions;

Virteffic

(or “we” or “our” or “us”)  

means Virteffic Limited, trading as Virteffic, a company registered in Jersey with registered number 132020 whose registered office is at Norowsa, La Vallee de St Pierre, St Lawrence, Jersey JE3 1EG; and

in Writing

shall be construed as written or represented by any means reproducible in writing, including any form of print, email, facsimile or photograph or represented by any other substitute or format for storage or transmission for writing or partly one and partly another.

The headings and titles in the Contract are included to make it easier to read but do not form part of the Contract and shall not affect the interpretation or construction of this Contract. References to Clauses and Schedules are, unless otherwise provided references to Clauses of and Schedules to the Agreement.

Words imparting the singular number shall include the plural and vice versa.

References to any gender shall include the other gender and the neuter.

Services

The Services to be provided are set out in the Agreement. These Services can be amended by mutual agreement in Writing, or by both Parties entering into a revised Agreement.

We will use our reasonable endeavors to deliver Services according to the timetable set out in the Proposal and/or Agreement. We will let you know if we expect that deadlines may not be met. Our ability to meet timetables depends on you giving us access on time to all the information and resources we need from you.

Subject to meeting the deadline(s) set, Virteffic has absolute discretion in what constitute normal business hours. Accordingly, no additional fee is charged for work carried out at evenings and/or weekends unless specified in the Fee Schedule.

Unless otherwise specified in the Agreement, the work in respect of the requested Services is entirely undertaken at our premises, or at a location of our choosing and at our discretion.

Fees

The Services to be provided are set out in the Agreement. The Client shall pay our Fees, as set out in the Agreement, on the terms set out in the Contract. Where the Client consists of more than one Person, each such Person agrees that it shall be jointly and severally liable for all the liabilities of the Client pursuant to the Contract. We shall therefore be entitled to recover the full amount of our fees and disbursements from any one or more such Person. For the avoidance of doubt, this provision does not entitle us to double recovery.

Additional Services
Any additional services as mutually agreed in Writing, by email or by issuing a revised Agreement are charged as per the terms of such Agreement or the revised Agreement.

Any time and expenses incurred in responding to your requests to audit data for GDPR compliance or complying with an external legal body’s legal requirements to disclose information or submit to audit may result in charges at our normal rate for the work incurred.

Disbursements
We will normally provide all the equipment required to perform the Services. However, the Client shall pay or reimburse Virteffic for reasonable and documented out-of-pocket expenses. For the avoidance of doubt:

● We have the standard software and equipment which we use at no additional charge for the Client. Furthermore, stationary, telephone charges, internet charges and consumables will not be charged to the Client unless deemed excessive, in which case we shall notify you in advance of incurring such Fees.

● However, where we need license fees or usage fees, the set-up and use of specifically required software to provide support for you, we will charge you the cost of any license with your prior approval for the purchase. In addition, postage, shipping and courier charges, web domain registration, USBs, printing and other such fees and expenses which are not standard administrative expenses of Virteffic and which are properly incurred by Virteffic whilst acting in respect of the Client, are considered as out-of-pocket expenses and will be charged as an additional disbursement charge.

● Virteffic operate a paper-free business where we aim to provide all services online. If printing or photocopying is required to perform the Services, then non-refundable flat administration fee for general disbursements of 5% of the Fees may be charged by us, where appropriate, to cover internally incurred expenses such as photocopying and routine printing costs.

Invoices may not include some disbursements falling within the period of the invoice but which are notified to us late. Any such disbursements will be included in a subsequent invoice. Payment of fees and disbursements is due upon presentation of our invoice unless we shall have otherwise agreed in writing.

Short Notice
Subject to the deadlines agreed, work is carried out at any business hour, at our absolute discretion with no additional fee for work carried out in respect of evenings or weekends. Virteffic aim to deliver any work within a week, or as otherwise agreed with the Client in Writing. For urgent work given less than 36 hours’ notice, or additional work requested with less than 36 hours’ notice, a specific work rate may be charge at 200% of the hourly rate fee which will be confirmed to you in advance.

Fee Increases
Virteffic reserve the right to review our fees and hourly rates from time to time and at least annually, to reflect inflation, changes in our cost of doing business other than as a result of additional regulatory requirements, and at any other time to reflect material additional costs imposed on us as the result of any additional requirements. Virteffic will give the Client at least one month’s written notice of any such increase in Fees.

Payment of Fees

We may render invoices for work done and disbursements as and when we regard it appropriate. Virteffic will usually issue an invoice promptly after the Services has been delivered, or on a monthly basis for long-term projects with an Agreement with a term longer than 1 month.

All sums due to Virteffic under the Agreement shall be payable by the Client within 14 days of receipt of our invoice.

Where an invoice remains unpaid one (1) calendar month after the payment is due, Virteffic reserve the right to:

● Suspend or terminate (with immediate effect), all services being supplied by Virteffic to the Client which shall include but not be limited to all active warranties, hosting, domain name (and nameserver) and email services. Services suspended or terminated because of non-payment (or late payment) shall not be reinstated until full cleared payment of the original debt plus all applicable charges and penalties (see below) have been received.

● Charge interest on overdue accounts, at the rate of 5% above the Barclays Bank Plc base rate from time to time (as published on https://www.barclayscorporate.com/interest-rates/barclays-base-rates/) from the date the account became due until payment is received. This does not prevent us from pursuing payment of overdue accounts at any time after payment becomes due and shall be in addition to and without prejudice to any other rights we may have against you. We reserve the right to charge you for any legal or collection charges where it is necessary to obtain payment from you of an overdue account through a third party or Court proceedings.

Payment should be done by bank transfer to our HSBC account, as detailed on the invoice.

This is a business to business arrangement where no worker’s rights to statutory holiday apply between us and you. Our workers’ holiday is our responsibility. We shall keep records of our workers’ leave for inspection by any enforcing body.

We shall deduct and pay over any tax and social security that may be required under any tax obligation imposed on us. If you are involved in a dispute over who should be paying such tax, we will produce the relevant receipts and paperwork to help you reduce or resist such demand.

Time based bookings are charged in 15 minute units, e.g. 1 hour consist of 4 units. Fees will be subject to a minimum one-hour charge on days when work is required.

We reserve the right to charge you for the work done by us even if the matter on which you instruct us does not proceed to completion or if you withdraw or change your instructions.

Any costs incurred for work already carried out up to the date of written cancellation will be charged for, and our Fees will be charged in full as per the Agreement up to the Termination Date. No reduction is offered or refund is paid on hours not used by the Client. All fees, disbursements and expenses paid in advance are non-refundable.

We reserve the right to rectify defective work by reprinting and shall not be liable to refund. We shall provide the Client with a thirty (30) day warranty period on any Services accepted by the Client. During this warranty period, we shall correct all errors or omissions identified within the Services. We shall use reasonable endeavors to correct the errors or omissions reported to Virteffic within five (5) working days unless mutually agreed otherwise.

Virteffic will not agree to remedy, if you do opt to have work re-done by a third party.

Client's Obligations

The Client understands that the service provider is not an employee, and that this will be a collaborative, professional relationship of equals where mutual professional respect, courtesy and consideration are expected. Due to the virtual nature of the relationship, the Client understands the importance of communication, especially via email, and agrees to respond to questions, requests and communications from Virteffic in a timely manner.

The Client undertake to provide Virteffic with all information, documentation, data, systems and co-operation that we reasonably require to enable us to perform the Services and to observe its obligation under the Agreement, at your own expense, in advance or in suitable time to enable us to provide the Services. In the event that we require the decision, approval, consent or any other communication from you in order to continue with the provision of the Services or any part thereof at any time, you shall provide the same in a reasonable and timely manner.

Please note that we rely upon you to provide us with, or procure the provision of, accurate and complete information and assistance in good time and to tell us as soon as possible if anything occurs which renders any information previously given to us incorrect, inaccurate or incomplete. If the performance of our obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, Virteffic shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client.

Client agrees that the accuracy of information supplied to Virteffic is the sole responsibility of Client, and that Virteffic is not responsible and shall not be held liable for the results of Services performed on the basis of inaccurate, incomplete or untruthful information furnished by the Client and Virteffic shall not be liable for any delay Losses, or other claims for compensation where the Client has supplied Virteffic with information or instructions which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client.

You shall, at your own expense, retain duplicate copies of all documents or other material and data or other information provided and shall insure against its accidental loss or damage. Virteffic shall have no liability for any such loss or damage, howsoever caused.

Whilst we do our outmost to ensure accuracy of the work that we do for you, the final sign off rests with the Client and it is your responsibility to check the work before it is released, published and/or executed.

Duties, Representations and Warranties of the Client

You warrant and represent that you are in compliance with the Applicable Law and the Compliance Rules as at the date of the Agreement and that your assets are not derived from or otherwise connected with any illegal activity. Both parties to comply with all applicable law at all times during the term of the Agreement.

You shall ensure that you provide any information, documentation, or any other form of co-operation all in a reasonable timeframe, that Virteffic requires for the provision of its Services, and you warrant and represent that that any information or documentation provided by you or on your behalf to Virteffic shall be true, accurate, up-to-date and complete at the time provided and Virteffic shall be entitled to rely upon the material accuracy and completeness of all such information or documentation.

You warrant and represent that you shall, if required, be responsible to obtain and maintain all necessary licenses, consents and/or permissions and to comply with all relevant legislation in relation to the receipt by it of the Services and that you will not undertake any activities, or request Virteffic to undertake any activities, which will require a license, consent or approval in any jurisdiction without first obtaining such license, consent or approval or which will breach any conditions contained in any such license, consent or approval.

Duties and Responsibilities of Virteffic

Our duties to the Client shall consist of the provision of the Services (as defined in the Agreement). We shall take all reasonable steps to ensure that the Services are completed in accordance with any timetables or other targets agreed in the Proposal and/or the Agreement.

Notwithstanding the foregoing, we shall not be obliged to do or not to do anything which it considers to be in conflict with the Compliance Rules or otherwise harm Virteffic’s lawful interests, including our reputation.

Compliance with Laws and Regulations

The provision and receipt of the Services is governed by the Applicable Law. The Client accept that Virteffic may take whatever steps we consider appropriate to comply with any Compliance Rules and the Applicable Law. The Client acknowledge that when we are required to carry out due diligence and undertake verification exercises before accepting instructions and throughout the term of the Agreement, then we shall be under no obligation to provide any Services (or to continue to provide Services) unless and until such due diligence and verification has been completed to our satisfaction.

You agree to provide us promptly on request, and in any event by any deadline with which we are required in order to comply with the Applicable Law, with such information and documents as are necessary or that we reasonably require, in either case, for us to ensure that, in providing Services, we are in compliance with the Applicable Law. Any reasonable costs or expenses incurred by Virteffic in connection with this paragraph shall be payable by the Client.

Each of Virteffic and the Client, hereby represents, warrants and covenants, that it shall not at any time engage in any act or practice that would, directly or indirectly, contravene any Compliance Rules; or in any other unlawful activity.

To the extent that you are aware and it is permissible by applicable law, you will promptly notify us of any actual or threatened litigation or regulatory action against you or any action being taken to put you into winding-up, liquidation, administration or bankruptcy or any other action or event which could reasonably be expected to have a material effect upon you or your assets or activities or upon our willingness to continue to provide the Services.

You further undertake and covenant to neither cause nor permit anything to be done which will or is likely to result in civil or criminal liability or reputational damage to us. You undertake and covenant not to engage in or be involved directly or indirectly with any unlawful activities.

Regulated Status and Services Virteffic Will Not Provide

Virteffic is not regulated or licensed under the Financial Services (Jersey) Law 1998, as amended (the “Financial Services Law”). Accordingly, Virteffic does not provide any regulated services and does not carry on any regulated activities which would require us to be a “registered person” under and defined in the Financial Services Law. Where it is necessary for such a regulated activity is to be carried out, you will be required to use the services of a firm that is registered under the Financial Services Law, to provide such services.

Virteffic may provide certain secretarial support and administration services as a virtual assistant, however, the services are of an administrative nature only and your appointed company secretary and/or the directors of your company have full responsibility to ensure the accuracy of the work that Virteffic does for you, to have the final sign-off and to check the work before it is released, published and/or executed.

The Services provided by Virteffic will not in any circumstance include providing, obtaining or reviewing on the Client’s behalf any legal, tax, structuring, commercial, financial, auditing, brokerage, actuarial, banking, investment management, information technology, technical, insurance, fiduciary or any other regulated services. It is the Client’s responsibility to obtain (and abide by) professional, legal, accounting and tax advice to ensure that your affairs are conducted at all material times in compliance with applicable law, any other laws that apply to you (including tax and withholding laws) and contractual obligations that you may have and you agree to take appropriate measures to ensure your on-going compliance with such requirements. We may have discussions with you from time to time, but these will be for general information purposes only and You may not rely on the content of these discussions as legal, tax or accountancy advice or as investment advice generally.

Limitation of Liability

Virteffic has agreed to provide the Services with reasonable care and skill.

The Client agree to not bring any claim against Virteffic or any of our directors, officers or employees personally, in connection with the Services performed or not-performed by Virteffic.

To the fullest extent permitted by the Applicable Law (and in the absence of fraud, willful default or gross negligence as determined by the final judgement of a competent court), neither Virteffic or our directors, employees, officers, agents or sub-contactors will be responsible and/or liable for:

● any direct, indirect or consequential Losses suffered or incurred by the Client or its affiliates at any time from any cause whatsoever arising out of any act or omission on the part of Virteffic in connection with the Services provided and/or Virteffic’s duties under the Agreement;

● any loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by Virteffic or its officers; or

● any error of judgement or damage, loss, claims, proceedings, demands, liabilities, costs or expenses whatsoever or howsoever suffered or incurred by the or any other person at any time as a result of or, directly or indirectly, in connection with the Agreement or the provision of Services by Virteffic under these Terms and Conditions.

Nothing in these Terms & Conditions shall be interpreted as excluding or restricting any legal liability on us or others where liability cannot legally be excluded or restricted.

Virteffic’s aggregate financial liability shall be limited to the amount paid-out in the relevant case, if any, under Virteffic’s professional indemnity insurance, plus the amount of the deductible (own risk) that is not for the account of the insurers under the policy condition, and on the event and to the extent that no monies are paid out under Virteffic’s professional indemnity insurance for whatever reason, Virteffic’s liability shall in no circumstances exceed the fees paid for the period of three months of Services immediately preceding the event which gives rise to such liability.

Proper Instructions

We shall be authorised to act on and entitled to rely on the consent, approval and authorisation of the Client (including any director or officer of the Client or any other person who has been duly authorised (or we have reasonable cause to believe has been duly authorised)), whether in writing, verbally, over the telephone or any means of electronic transmission (including email, instant messaging, any client service portal or other means of communicating over the internet), and shall not be liable for acting upon any such consent, approval or authorisation.

Neither Virteffic nor any employee or officer of Virteffic, shall incur any liability in respect of any action taken or not taken by us in good faith in reliance upon such instructions and the Client irrevocably indemnifies Virteffic and its employees and officers against Losses suffered or incurred by any of them resulting from any action taken or not taken by us in good faith.

We shall not be required to perform any Services unless we have received proper instructions from the Client, and we reserve the right to request that instructions received by telephone be confirmed in Writing.

We may refuse to perform any or all of the Services if, in our sole unfettered discretion, to do so would constitute an unlawful or regulatory offence.

Third Party Rights

No person who is not a Party to the Agreement shall have any right to enforce any term of the Agreement which expressly or by implication, confers a benefit on them without prior agreement in writing of both Parties, which agreement should specifically refer to this clause. This clause does not affect any right or remedy of any person which exists or is available otherwise.

Severance

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall remain in force.

Indemnity

The Client and/or or its affiliates shall fully indemnify and hold harmless Virteffic, to the full extent permitted by law, from any and all claims, liabilities, Losses, costs and expenses arising directly or indirectly, in connection with the performance by or on behalf of Virteffic of the right and/or obligations under the Agreement and/or the rendering of any Service and which may be suffered or incurred by Virteffic or any of the employees and/or officers from time to time in connection with the provision of Services, except for any claims resulting from negligence, willful misconduct or fraudulent behavior (a finding to such effect by the final judgement of a competent court).

Waiver

Any failure by us to exercise or delay in exercising any of our rights or remedies provided by these Terms & Conditions or by law shall not constitute a waiver of those or any other rights or remedies. Any waiver by us of any breach or default by you of these Terms & Conditions shall not constitute a waiver of any other breach or default and shall not affect the other Clauses of these Terms & Conditions, and will not prevent us from subsequently requiring compliance with such waived obligation. Unless specifically provided otherwise, the rights and remedies provided by these Terms & Conditions and arising under the Agreement are cumulative and not exclusive of any rights or remedies provided by law.

Confidentiality and Security

You may need to share Confidential Information with us. It may be business information or information about individuals (which is also covered in the Data Protection and GDPR Clause below). We will only use Confidential Information that you send us to perform the Services set out in the Agreement or if we are required to disclose it by the Applicable Law. We may keep some Confidential Information to keep a record of what we did for you. We will keep information in line with our Privacy Policy.

A confidentiality Clause usually forms part of our Agreement, which must be fully executed before any Services are provided, and this provision shall remain effective even after the termination of all Agreements. Virteffic will also enter into a non-disclosure agreement if requested by the Client.

Each party shall any Confidential Information received from the disclosing party whether or not such information is marked as confidential, as keep strictly confidential and not without the disclosing party’s prior written consent disclose such Confidential Information to any third party. We shall be authorised to answer any question and provide any information or documentation available to it regarding the Client:

● to any tax or other governmental authority if there is a statutory obligation to do so

● to any regulatory or self-regulatory body authorised to control compliance with the Applicable Law

● in accordance with the Compliance Rules; or

● if Virteffic in its reasonable opinion believes that this is necessary or desirable for compliance with any applicable law or regulation or for defending the Client or Virteffic against any complaint or claim, whether on a statutory law, contract law, tax law, or criminal law basis.

In order to communicate with you efficiently, we may communicate with you by unencrypted email, unless you expressly instruct otherwise, either generally, or for highly confidential messages. The Client is required to notify Virteffic in advance of the commencement of any Services, if you require Virteffic to use any specific safe and secure system of sending confidential documents and information (or for sending correspondence in general). We do not agree to be liable for data that is not securely transmitted to us.

Records

The Client agrees that Virteffic may keep copies of any documents, papers or other materials and in particular any documentation required under Compliance Rules (in either physical or electronic form) in relation to any Service for archival purposes under applicable professional standards and in accordance with the Applicable Law. Note that we may make and keep temporary backups to ensure continuity of service.

Virteffic reserves the right to destroy any such documents and files, after the statutory period of time under the Applicable Law obligating Virteffic to keep the documents and files mentioned of these Terms has lapsed.

If you specify that we should securely store data for you in our software or systems for longer than six weeks after the Termination Date, we reserve the right to charge a custody fee for this storage and securing at the rate of £500 a year or such other amount as specified in the Agreements.

Data Protection And GDPR

In providing the Services and otherwise fulfilling its obligations under this Agreement, Virteffic may from time to time be required to process information which constitutes Personal Data.

By instructing Virteffic to provide our Services, the Client:

● acknowledge that Virteffic may process such Personal Data in accordance with any data protection legislation applicable to us and our privacy policy; and

● warrant and undertake that the Client have obtained the requisite consent to enable all such personal data to be used, disclosed and otherwise processed by us for the purposes of performing the Services and any compatible supporting functions.

Virteffic will keep information strictly confidential process all Personal Data relating to the Client and your directors, employees, contractors, consultants and, where applicable, family members, strictly in accordance with the Data Protection (Jersey) Law 2005 and our Privacy Policy.

Electronic Communication

Virteffic mainly use electronic communications and the internet to provide the Services. There is no guarantee that electronic communications between Virteffic and the Client will be secure, not-intercepted, virus free, timely or successfully delivered. Virteffic shall not incur any liability resulting from or in connection with use of e-mail or instant messaging communication as means of communications, and shall not be liable to the Client if, due to circumstances beyond Virteffic’s reasonable control, such electronic communications are intercepted, delayed, lost, destroyed, corrupted, not received or received by persons other than the intended addressees.

Virteffic shall not incur any liability in connection with the issuance or implementation of instructions given by email, instant messaging or telephone communication, provided that Virteffic has:

● acted in accordance with the contents of any such instruction; and
● has adhered to its obligations under the Agreement.

Passwords
Any passwords you give us are for our exclusive use. We will report any password changes required by site security and make sure you have up to date access. We will not share this access with any individual (including our associates). You will provide additional passwords and access if additional team members are authorised to use your systems.

Log-ins
Where you wish us to access systems that contain information that identifies living individuals, you should provide us (at your own expense) with a unique log in to your existing software platforms and systems.

Force Major

Virteffic shall not be liable to the Client or be deemed to be in breach of this Agreement by reason of any delay in performing, for any failure to perform, any of Virteffic’s obligations in relation to the Services, if the delay or failure was due to seriously disruptive event occurring at our offices or to our systems or due to any cause beyond the our reasonable control, including, without limitation, any, fire, flood, storm, earthquake, wars or riots.

If such reasons continue to prevent the performance of the relevant party’s duties and obligations for a period of more than 60 days, the parties shall consult each other for the purpose of agreeing what action should be taken.

Entire Agreement

This Agreement contains the entire agreement and understanding of the parties hereto with respect to the matters covered herein and supersedes all prior or contemporaneous negotiations, commitments, agreements and writings with respect to the subject matter hereof, and all such other negotiations, commitments, agreements and writings shall have no further force or effect, and the parties to any such other negotiation, commitment, agreement or writing shall have no further rights or obligations thereunder.

Complaints

Virteffic’s aim is to provide the Client with the highest quality of service. We hope that you will not have cause for complaint. If you have any concern or complaints about any of the Services or a disagreement concerning our fees and/or disbursements, we wish to discuss and try to resolve such complaint or dispute with you as soon as possible. Any complaint should be in writing. Once you have signed off work as complete, the work is complete and further changes will be charged separately.

Insurance

Virteffic is covered by Professional Indemnity and Directors & Officers Liability Insurance with Hiscox Insurance. The level of insurance we carry is £250,000. If you wish for us to take out additional insurance, we are happy to do so if you agree to pay the additional cost. Normally, this is an annual cost, and it may not be possible to refund the charge if you do not use us for the exact year that our insurance runs. You can ask us for a copy of our current certificates of cover and policy terms.

Health and Safety
When working at our own premises, we are responsible for our own health and safety. We may from time to time work at your premises, in which case the Client shall ensure that we are covered by your Health and Safety policy.

Non-Exclusivity and Conflicts of Interest

Virteffic shall be entitled to provide services of a like nature to those provided under this Agreement to any other Person, firm or corporation. We reserve the right to act during our engagement with you for other clients whose interests are or may be adverse to yours, subject to adhering to the confidentiality clause below. The Client understands and accepts that Virteffic is entitled to seek, apply for, accept and perform contracts to supply services to other parties.

Governing Law and Jurisdiction

This Contract shall be interpreted with Jersey law and both Parties agree to be bound by the jurisdiction of the Courts of the Island of Jersey.

Notices

 

 


Any notice or other communication required to be given under the Agreement shall be in writing and shall be delivered personally, or sent by e-mail, recorded delivery or by commercial courier to the other party at its registered office or usual place of business, or to any other person or address subsequently notified by one party to the other.

Any notice:

● sent by email, shall be deemed to have been given when received;

● delivered personally, shall be deemed to have been given at the time of delivery; and

● delivered by recorded delivery or by commercial courier shall be deemed to have been given on the date and at the time that the courier’s delivery receipt is signed.

This condition shall not apply to the service of any in any proceedings or other documents in any legal action.

Notices to the Client shall be sent to the contact details set out in the Agreement.

Notices to Virteffic shall be sent as follows, or such other address or email address as may be notified in writing from time to time:

Virteffic Limited
Norowsa
La Vallee de St Pierre
St Lawrence
Jersey JE3 1EG


tess@virteffic.com

 

 

Amendments to these Terms & Conditions

We may update these Terms & Conditions from time to time, including during the course of the provision of the Services, without your prior consent. These Terms & Conditions and any future variations will be published on our website, https://virteffic.com/terms by way of public notice to all current and prospective Clients. On the basis of such publication you shall be deemed to have agreed to these Terms & Conditions and all such variations. We advise you to check this page regularly to ensure you are happy with any changes to these Terms and Conditions.

Virteffic Limited (“Virteffic“) is not regulated or licensed under the Financial Services (Jersey) Law 1998, as amended (the “Financial Services Law“). Accordingly, Virteffic does not provide any regulated services and does not carry on any regulated activities which would require us to be a “registered person” under and defined in the Financial Services Law. Where it is necessary for such a regulated activity is to be carried out, you will be required to use the services of a firm that is registered under the Financial Services Law, to provide such services. Virteffic may provide certain secretarial support and administration services as a virtual assistant, however, the services are of an administrative nature only and your appointed company secretary and/or the directors of your company have full responsibility to ensure the accuracy of the work that Virteffic does for you, to have the final sign-off and to check the work before it is released, published and/or executed.