Introduction to These Terms

2. Definitions

2.1 The following definitions apply in these Terms.

Billday

The calendar day on which the Client agrees via the Website to begin the Monthly Subscription Charge, and the same day each month thereafter. If that day does not occur in a month (e.g. 30^th February), the last day of that month is substituted.

Brief

A request for Services submitted by the Client via the Website, specifying requirements and any desired completion dates.

Charges

(i) the Monthly Subscription Charge; and (ii) any additional time‑based charges calculated in accordance with Instant VA Service’s standard daily rates and agreed with the Client via the Website.

Client Material

All documents, information and materials provided by the Client relating to the Services, as specified in the Brief.

Client Personal Data

All personal information (as defined under applicable U.S. privacy laws) contained in Client Material.

Confidential Information

Information the Client provides to Instant VA Service (or a Freelancer) in a Brief that is reasonably expected to be kept secret, including business details and any payment‑card information.

Document

Includes, in addition to any writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.

Data Protection Laws

All applicable U.S. federal and state privacy laws and regulations governing the processing of personal information (e.g., CCPA, VCDPA, CPA).

Freelancer

An individual or entity subcontracted by Instant VA Service to help provide Services for a particular Brief.

Group

Instant VA Service, its subsidiaries or holding companies from time to time, and any subsidiary of any such holding company.

Hourly Charges

Charges agreed with the Client for time spent beyond the allocation represented by the Monthly Subscription Charge.

Intellectual Property Rights

Patents, copyrights, trademarks, trade names, domain names, design rights, database rights, rights in confidential information (including know‑how), and any similar or equivalent rights worldwide, registered or unregistered.

Monthly Subscription Charge

The monthly fee agreed by the Client via the Website, representing a set allocation of time each month for Services.

Services

The services to be provided by Instant VA Service under these Terms as set out in a Brief, plus any additional services agreed with the Client.

Time Budget

The maximum time, stated in a Brief, that the Client wishes to have decremented from its Instant VA Service account for that Brief.

Sales Tax

Any state or local sales or use tax applicable to the Charges, where required by law.

Website

The instantvaservice.com website (and any territory‑specific variants), any Instant VA Service mobile application, or any replacement or substitute notified to the Client.

Writing

Includes email, SMS, the Website, or any other written communication method agreed between the Client and Instant VA Service.

Work

All documents, products and materials developed by Instant VA Service or its subcontractors in relation to a Brief, including data, reports and specifications (drafts included).

2.2 A reference to a parent or subsidiary company means an entity that directly or indirectly controls, is controlled by, or is under common control with another entity, as “control” is defined in Section 203 of the Delaware General Corporation Law (DGCL). For the avoidance of doubt, an entity is considered to control another if it owns more than 50 % of the voting securities of that entity, whether those securities are held directly or through nominees.

3. Briefs

3.1 Each task the Client wishes Instant VA Service to undertake must be specified in a Brief. Briefs are processed as follows:

1. The Client provides Instant VA Service with a Brief via the Website, setting out:
     • a description of the work to be done;
     • dates by which completion is requested;
     • any relevant Client Materials; and
     • any Time Budget.
2. Instant VA Service confirms to the Client—by email, the Website, SMS or phone—whether it accepts the Brief or whether changes are required for acceptance.

3.2 The Client acknowledges that Instant VA Service, at its absolute discretion, may refuse to accept or complete any Brief, including (without limitation) any Brief submitted in breach of clause 6.1.

3.3 Once a Brief has been agreed and confirmed in accordance with clause 3.1(b), it may be amended only by mutual written agreement.

3.4 If Instant VA Service reasonably suspects a Brief has been submitted contrary to these Terms, it may cancel the Brief without liability and will credit any Charges applied for time spent on such Brief.

3.5 Instant VA Service will endeavour to meet the Brief within any stated Time Budget. If unable to do so, it will notify the Client of additional time likely required. The Client may then purchase the extra time or abandon the Brief (in which case Instant VA Service is under no obligation to continue work).

4. Instant VA Service’s Obligations

4.1 All Work produced will be carried out with reasonable skill and care.

4.2 Instant VA Service will use reasonable endeavours to provide the Services and deliver the Work in accordance with the Brief in all material respects.

4.3 Instant VA Service will use reasonable endeavours to meet any performance dates in the Brief; however, such dates are estimates only and time is not of the essence.

4.4 While Instant VA Service will follow the Brief’s instructions, the Client acknowledges it has no control over how, where, or with what tools the Services are provided.

4.5 Instant VA Service will use reasonable endeavours to ensure the Website is free from viruses, trojans or other malware.

4.6 The Client acknowledges the range of Services is neither unlimited nor fixed, and Instant VA Service may (i) refuse any Brief and (ii) adjust the scope of Services at any time without liability.

5. Warranties

5.1 Instant VA Service exercises reasonable due diligence in screening and selecting its Freelancers. However, because Work is carried out by Freelancers who are not employed day‑to‑day in the Client’s business and who will exercise their own judgment, Instant VA Service cannot guarantee all Work will be 100 % error‑free or comprehensive.

5.2 Instant VA Service makes no warranty that:

1. the Services will meet the Client’s requirements;
2. the Website will be uninterrupted, timely, secure or error‑free;
3. the Work will be error‑free or comprehensive;
4. any particular Freelancer will be available for a Brief;
5. Client Material and Confidential Information will be 100 % secure against unauthorised or unlawful processing, loss, destruction or damage, despite appropriate measures; or
6. the quality of any Work obtained through the Services will meet the Client’s expectations.

5.3 No advice or information obtained by the Client from Instant VA Service (including from any Freelancer) creates any warranty not expressly stated in these Terms.

5.4 To the maximum extent permitted by law, Instant VA Service disclaims all implied warranties in respect of the Work, the Services and the Freelancers, except as expressly set out in these Terms.

6. Client’s Obligations

6.1 The Client shall at all times:

1. co‑operate with Instant VA Service in all matters relating to the Services;
2. obtain and maintain all necessary licences and consents, and comply with all relevant legislation in relation to receiving the Services;
3. ensure it has the right to submit Briefs, including any Intellectual Property Rights contained therein;
4. not submit Briefs it did not create or lacks permission to post;
5. not submit Briefs requiring installation of software beyond the standard Microsoft Office package; and
6. refrain from submitting Briefs that, if completed, may infringe any person’s Intellectual Property Rights, or which may be offensive, illegal, defamatory, or violate the rights, harm, or threaten the safety of any person;
7. refrain from submitting Briefs likely to involve processing personal data concerning children, criminal records, or special‑category data (race, political opinions, religion, trade‑union membership, genetics, biometrics, health, or sexual orientation).

6.2 If Instant VA Service’s performance is prevented or delayed by any act or omission of the Client or its agents, Instant VA Service shall not be liable for any resulting costs, charges or losses.

6.3 The Client shall pay to Instant VA Service, on demand, all reasonable costs, charges or losses incurred by Instant VA Service arising directly or indirectly from the Client’s fraud, negligence, or failure to perform any obligation under these Terms (confirmed in writing).

6.4 The Client warrants it has the right to disclose the Confidential Information and Client Material to Instant VA Service and authorises their use for providing the Services.

6.5 Upon registering with the Website, the Client chooses login details. The Client is responsible for safeguarding its username and password and must notify Instant VA Service immediately of any unauthorised use.

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

6.7 The Client acknowledges it is not entitled to direct or control any Freelancer’s work, nor impose specific times or locations for fulfilling a Brief.

7. Exclusivity

7.1 The Client acknowledges:

1. Instant VA Service has invested substantially in sourcing and matching skilled Freelancers to Briefs;
2. Instant VA Service has a legitimate interest in protecting that investment; and
3. Freelancers are contractually bound to obtain Instant VA Service’s prior written consent before engaging directly or indirectly with clients. Accordingly, for nine (9) months after the last Brief accepted by Instant VA Service, the Client shall not, without prior written consent, solicit any Freelancer for direct or indirect engagement.

7.2 Instant VA Service may grant or withhold such consent at its discretion and may impose financial conditions (e.g. those in clause 7.3).

7.3 If the Client breaches clause 7.1, it shall pay Instant VA Service a sum equal to 100 % of the Charges paid for all Briefs fulfilled by the relevant Freelancer in the preceding 12 months. The parties agree this is a genuine pre‑estimate of loss.

8. If the Client Is Unhappy with the Services

8.1 If dissatisfied with the Work or any aspect of the Services, the Client should email info@instantvaservice.com. If the Client can show that a requirement of an accepted Brief was not met but was charged (or time was decremented), Instant VA Service will, at its option, either complete the Work satisfactorily or credit the time charged.

8.2 Refunds are at the sole discretion of Instant VA Service.

9. Charges and Payment

9.1 The Client is solely responsible for paying the Charges.

9.2 All Charges are exclusive of VAT, which will be added where applicable.

9.3 Instant VA Service ensures each Freelancer records time spent on Services.

9.4 The Client shall pay all Charges in advance by credit/debit card or PayPal. The Monthly Subscription Charge is payable on each Billday.

9.5 Instant VA Service may review and increase Charges with prior written notice. If unacceptable, the Client may terminate within 10 days; termination takes effect on the next Billday.

9.6 If payment is rejected or not received when due (other than through Instant VA Service’s fault):

1. interest accrues on overdue amounts at 4 % p.a. above HSBC Bank plc base rate, calculated daily; and
2. Instant VA Service may suspend all Services until payment is made in full.

9.7 All sums become due immediately upon termination of these Terms.

9.8 All payments shall be made in full, without set‑off or withholding (save for legally required tax deductions).

9.9 After reasonable efforts to recover overdue sums, Instant VA Service may refer the matter to a collections agency and charge the Client any recovery costs incurred.

10. Intellectual Property Rights

10.1 As between the Client and Instant VA Service, all Intellectual Property Rights in the Work are owned by Instant VA Service. Subject to clause 10.3, Instant VA Service licenses those rights to the Client free of charge on a non‑exclusive, worldwide basis as necessary for the Client’s internal business use (including providing its goods and/or services to third parties). The Client may not resell the Work without Instant VA Service’s prior written consent.

10.2 Confidential Information and Client Material remain the property of the Client.

10.3 Where any pre‑existing materials in the Work are not owned by Instant VA Service, the Client’s use of those materials is conditional on obtaining a written licence from the relevant rightsholder(s).

11. Confidentiality and Instant VA Service’s Property

11.1 Instant VA Service will keep the Client’s Confidential Information confidential and, except for providing the Services (including disclosure to Freelancers and their subcontractors) or with prior written consent, shall not:

1. use or exploit the Confidential Information;
2. disclose it in whole or part to any third party; or
3. copy or otherwise record it.

11.2 The obligation in clause 11.1 does not apply to information that:

1. is or becomes public other than through breach of these Terms;
2. was available to Instant VA Service on a non‑confidential basis before disclosure;
3. becomes available from a source not bound by confidentiality to the Client;
4. was lawfully in Instant VA Service’s possession before disclosure;
5. is agreed in writing to be non‑confidential; or
6. is developed independently by Instant VA Service.

11.3 Instant VA Service may disclose Confidential Information to Group members and Freelancers who need it to provide the Services.

11.4 Instant VA Service may disclose Confidential Information if required by law or regulatory authority, giving the Client notice where legally permissible.

11.5 At the Client’s reasonable request, Instant VA Service will return or destroy Confidential Information and related materials.

12. Limitation of Liability

12.1 Nothing in these Terms limits or excludes Instant VA Service’s liability for death or personal injury caused by negligence, fraud, or any liability that cannot be limited by law.

12.2 Subject to clause 12.1, Instant VA Service is not liable for: loss of profits, sales, business, contracts, anticipated savings, goodwill; loss or corruption of data; or any indirect or consequential loss.

12.3 Subject to clauses 12.1–12.2, Instant VA Service’s total liability is limited to (a) $200 per claim or series of connected claims, and (b) in any 12‑month period, two times the total Charges paid by the Client during that period.

12.4 The terms implied by sections 3–5 of the Supply of Goods and Services Act 1982 are excluded to the fullest extent permitted by law.

13. Data Protection and Privacy

13.1 Instant VA Service strongly advises Clients not to include bank or payment‑card details in any Brief. Instant VA Service accepts no liability for losses arising from such disclosure.

13.2 Regarding Client Personal Data:

1. If provided to Instant VA Service directly, Instant VA Service acts as data processor under its Data Processing Terms (see clause 16).
2. If provided directly to a Freelancer, the Freelancer is the data processor under terms agreed between the Client and Freelancer.
3. Absent agreed terms, the Freelancer‑Client Data Processing Terms available on our Website apply.

14. Termination

14.1 Either party may terminate with immediate effect by written notice if the other:

1. fails to pay any amount due within 14 days of notice;
2. commits a material breach that is irremediable or not remedied within 14 days of notice;
3. becomes insolvent or ceases business; or
4. repeatedly breaches these Terms so as to indicate intent or ability not to comply.

14.2 Either party may terminate on not less than one full Monthly Subscription Charge period’s notice. If notice is given part‑way through a period, termination occurs on the second subsequent Billday.

15. Consequences of Termination

15.1 On termination:

1. The Client shall immediately pay all outstanding invoices and interest. For Services supplied but not yet invoiced, Instant VA Service may issue an invoice payable immediately.
2. From one month after termination, the Client may lose access to information relating to any Brief.
3. The following clauses survive termination: 7 (Exclusivity), 10 (Intellectual Property Rights), 11 (Confidentiality), 12 (Limitation of Liability), 15.1 and 1.7 (Governing Law & Jurisdiction).

15.2 Termination does not affect rights accrued up to the date of termination, including claims for prior breaches.

16. Data Processing Terms

16.1 – 16.14 (full GDPR‑compliant obligations, sub‑processor rules, assistance duties, international transfers, audit rights, breach notifications, return/erasure on completion, etc.)

17. Force Majeure

17.1 – 17.5 (definition of Force Majeure Event, relief from liability, notification duties, termination right after 4 weeks, etc.)

18. Variation

18.1 No variation is effective unless in writing and signed by both parties.

18.2 Instant VA Service may revise these Terms via the Website to reflect legal or regulatory changes, applying from the next billing period.

19. Miscellaneous

19.1 – 19.13 (no waiver, writing includes email/Website, illustrative wording, severability, entire agreement, non‑assignment by Client, assignment by Instant VA Service with notice, no partnership, no third‑party rights, etc.)