Standard terms and conditions for Perfect Assistants members
1. What is the effect of these terms and conditions?
i. These terms and conditions and any applicable Perfect Assistants Charges (altogether the ‘Terms’) set out the legal relationship between you and Perfect Assistants.
ii. These Terms set out the basis on which Perfect Assistants will provide goods and services to you. ‘Services’ can include but not exclusively (as applicable) Perfect Assistants’ various monthly contract or Pay As You Go (PAYG) services as well as lease, hire and purchase services, email account and web hosting services, and such other services as are agreed in your order or as Perfect Assistants may agree to provide to you from time to time.
iii. You agree, either by ticking the box next to ‘I accept the Terms and Conditions’ on any online form we send you or by authorizing us via email, text, fax or telephone once already a member or by signing an order (when it is not possible for you to place or confirm an order online) or upon delivery of the relevant Terms to you, to be bound by these Terms.
2. What is the contract period and how does it end?
i. It’s about as short as it gets. The contract starts on the date of our acceptance email, and your Service starts immediately. You can terminate your Perfect Assistants contract at any time without paying any cancellation fees, providing you give us one (1) months' termination notice online from the member centre or in writing (by email, fax or letter). However, if you wish to not receive any further communications from us for whatever reason you can just ask!
ii. Perfect Assistants may terminate your contract or suspend Services if:
a. You don't pay us, by the due date, any money you owe us; or
b. You misuse our Service (see our ‘Fair and acceptable usage policy’).
iii. Either you or Perfect Assistants may terminate your contract by giving thirty (30) days’ written notice to the other if:
a. If there has been a material breach of these Terms by the other party (and this isn’t remedied within thirty (30) days of a written notice notifying the breach)
b. If an event, outside its reasonable control, prevents continued provision of the Services for more than thirty (30) days
c. If the other is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986); or becomes insolvent or bankrupt; or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction); or makes an application to a court of competent jurisdiction for protection from its creditors generally; or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets; or enters into or proposes any composition or arrangement with its creditors generally; or is subject to any analogous event or proceeding in any applicable jurisdiction; or
d. By Perfect Assistants only, without cause:
e. If Perfect Assistants is entitled to suspend your Service then all Charges for your Service will remain payable by you notwithstanding such suspension. If Perfect Assistants is entitled to terminate your Service (other than without cause), then Perfect Assistants will be entitled to charge you for any Charges which would have been payable to Perfect Assistants with the appropriate termination notice as elsewhere notified.
3. What are Perfect Assistants’ payment terms and charges?
i. Fairly straightforward. You have a responsibility to pay the fees that apply to the Services you're receiving from Perfect Assistants (the ‘Charges’). These Charges are dated from the day that Perfect Assistants accepts you as a member. Recurring Charges (Monthly fees) will be collected in advance, while one-off fees (Usually purchases) will be collected in arrears. Our billing dates fall on the first weekday occurring at the beginning of each calendar month.
ii. Our Charges vary according to the level of service chosen, so please see our website or contact us for the current charges.
iii. Calls are charged at BTs standard rate (although call charges may vary from other networks). Additional information and full details of our prices are only available initially by talking to our Perfect Assistants, by becoming a member you will be able to access additional information online.
iv. Perfect Assistants accepts payment by direct debit, or a Perfect Assistants approved debit or credit card which is authorized during the joining process. If your account or card details change you must notify Perfect Assistants immediately to ensure continuity of your Services. It is possible to change the direct debit, debit or credit card details you have provided online in our online member centre.
v. You can move between payment methods up to three times a year. Please note that Perfect Assistants may apply for pre-authorisation of the Charges before the due date of any payment (for example, on the date you place your order in respect of initial Charges and two (2) days before any other payment is due) and your card provider may reserve that amount from the balance in your account on the date the pre-authorisation is made.
vi. If you choose to pay by direct debit or standing order, you must pay from your own account and will be asked to provide your Direct Debit or standing order details (bank account number, sort code, name of bank, name of account holder). You authorize your bank to disclose to us, and under strict obligations of confidentiality, to our subcontractors and agents, details about your bank account in so far as is necessary in connection with your agreement with us and to inform us if your Direct Debit Authority or standing order is terminated at any time. If a direct debit or standing order payment fails, we may contact you to arrange payment of the Charges by another means (eg credit card or debit card) and you may be liable to pay interest under this Agreement. If we cannot contact you after a failed direct debit payment, we may suspend or terminate the Services and this Agreement without further notice.
vii. Please also be advised that Perfect Assistants reserves the right to change prices at any time, by giving you notice in writing which will include sending an email to the email address you provide to Perfect Assistants during the order process or which you subsequently updated in the member centre.
viii. All invoices are issued and held on the Perfect Assistants website in the member centre. You will need your member ID (your Perfect Assistants email address) and passwords in order to access the member centre. Be will email you to notify you when a new invoice has been issued and you are responsible for viewing and taking copies of these invoices.
ix. You must pay Perfect Assistants all sums due to Perfect Assistants in full and you cannot deduct or withhold any part of the sums you owe us, except as permitted by law.
x. Interest may be charged by Perfect Assistants if you do not pay us in full by the due date. Perfect Assistants may charge you interest on any overdue payments from the date you should have paid until Perfect Assistants receives full payment of the amount you owe including full interest (whether before or after judgment) at the rate of 2.5 percent per annum above the base rate of Lloyds TSB plc from time to time.
xi. Please be advised that in the event of Perfect Assistants not receiving full payment for Services provided, Perfect Assistants have the right to suspend or terminate your Services and take any steps necessary to recover the amount due (including any costs incurred collecting the funds owed).
xii. All prices shown are inclusive of VAT and our invoices show VAT payable as a separate item on each invoice. In any event you are liable to pay VAT on all Services provided.
4. What happens if there are Service interruptions?
i. Perfect Assistants will take reasonable measures to rectify any interruptions in the Services that we provide. However, Perfect Assistants cannot be held responsible for disruptions caused as a result of war, strikes, natural disasters or other ‘acts of God’ and shall not be liable for any delay or failure in the performance of its obligations to the extent that such delay or failure is attributable to matters beyond its reasonable control.
ii. Perfect Assistants may need to make changes to its business or the technical specification of a Service or may need to suspend provision of the Services for operational or technical reasons. Perfect Assistants will use all reasonable measures to notify you in advance of such changes or suspension if it materially affects your Services. Obviously we’ll do everything which is reasonably in our power to minimise the effect of these disruptions on you.
iii. As you know, it is technically impossible for Perfect Assistants to provide a fault-free Service at all times. But, we’re committed to providing you with a Service that has as few disruptions or mistakes as possible. In the unlikely event that you experience a total loss of Service caused by us for more than twenty four (24) consecutive hours, you’ll be compensated for each day’s disruption (including the first twenty four (24) hours) by a credit towards your monthly service fee equivalent to the amount you would have paid for Service on those days. In order to receive this credit, you will need to notify us as soon as the Service failure occurs and request the appropriate credit by contacting member services when your Service is restored. The credit will be applied to the next monthly payment you owe us. You agree that this is an equitable remedy in respect of all loss or damage which you may suffer as a result of such loss of Service, and that it shall be your sole and exclusive remedy in respect of such loss of Service.
iv. If Perfect Assistants reasonably believes that you are using the Services in breach of your obligations (see ‘What are your obligations’), including use of the Service in breach of the ‘Fair use and acceptability policy’ we may without liability or further notice suspend Services or in certain circumstances terminate your contract (see above).
5. What are your obligations?
i. You agree that you will comply fully with your obligations under these Terms, and at all times:
a. Comply with the terms set in our ‘Fair use and acceptability policy’ (as published on Perfect Assistants’ website from time to time) and ensure that any others using Perfect Assistants’ Services via your account comply with the ‘Fair and acceptable usage policy’ too.
b. Keep your security information safe and tell Perfect Assistants immediately if you become aware of any improper disclosure of your security information or unauthorised use of the Services through your account.
c. Provide accurate information to Perfect Assistants (especially during the ordering process) and ensure that this information is always kept up to date and accurate.
e. Understand that only you control the requests and orders as well as deciding what information to share on our network. We have no responsibility for any such content.
f. Comply with these Terms (and if you opt to use our optional additional services such as email, with the additional terms and conditions which apply in addition to these Terms.
g. Indemnify Perfect Assistants against all losses, liabilities, costs (including legal costs) and expenses which Perfect Assistants may incur as a result of any third party claims against Perfect Assistants arising from, or in connection with your use or misuse of the Services or breach of these Terms.
h. Follow our ‘Code of practice’ on the website to resolve complaints and disputes.
i. Pay all amounts due to Perfect Assistants in full (without deduction or withholding except as required by law) and you shall not be entitled to assert any credit, set-off or counterclaim against Perfect Assistants in order to justify withholding payment of any such amount in whole or in part
6. What are the limitations of Perfect Assistants’ responsibility?
i. Nothing in these Terms shall restrict or exclude either party’s liability for fraud or for death or personal injury caused by it or its employees’ or agents’ negligence.
ii. Except as expressly set out in these Terms, Perfect Assistants are not liable to pay damages for any losses caused by use of the Services or delays or interruptions. Perfect Assistants are not liable to pay damages if anyone else, other than a paying member, gains access to that member’s connection to the Perfect Assistants Service, that member’s data or information held by Perfect Assistants.
iii. Perfect Assistants is not responsible for any goods or services supplied in a separate agreement with another supplier, even if access to these goods or services is through One2onePA’s network.
iv. Except as set out in this section and the section called ‘What are your obligations?’ and except for the requirements for you to pay all Charges owing to us under this contract, neither party’s aggregate liability to the other party with respect to this contract for any claims arising in any calendar year (whether in contract, tort, arising as a result of negligence or breach of statutory duty or otherwise) shall exceed 100% of the Charges due in that calendar year.
v. Neither of us will be liable to the other for any economic loss including, without limitation, any loss of profits, anticipated savings, business, contracts, revenue, time or goodwill or loss of data whether in contract, tort, arising as a result of negligence or breach of statutory duty or otherwise or the cost of procuring substitute goods or services provided that doesn’t include:
a. Charges payable
b. Claims for any damage to your tangible property, caused by the negligence or otherwise by any act or omission of ours, our employees, agents or subcontractors, whilst on your premises or in your presence.
c. You shall at all times be under a duty to mitigate any losses suffered by you.
d. Each provision of this section is to be construed as a separate provision applying and surviving even if one or more of the other provisions of this clause is held inapplicable or unreasonable.
e. There are no representations, warranties, terms or undertakings, except as expressly set out in these Terms and any others are expressly excluded, whether express or implied, statutory or otherwise.
7. Is there anything else?
i. Should you wish to complain about anything, Perfect Assistants has a code of practice which details our complaints and dispute resolution procedure see our website.
ii. You and Perfect Assistants agree that neither of us relied on any statement we made to each other before entering into this contract. And we both waive any remedy which would otherwise be available in respect of any untrue statement (unless made fraudulently) before this contract was in force.
iii. Perfect Assistants may assign your contract or any Service Perfect Assistants provides to you to a third party, provided Perfect Assistants gives you notice and obtains your consent (not to be unreasonably withheld, conditioned or delayed) if the assignment may have a negative effect on the Services Perfect Assistants provides to you. You may not assign this contract or the benefit of any Service or reward Perfect Assistants provides to you.
iv. Any failure or delay by Perfect Assistants in exercising or enforcing any rights or benefits granted by these Terms won’t be deemed to be a waiver of any such right or benefit nor will it prevent Perfect Assistants from exercising or enforcing any such right or benefit or any other right or benefit on any other occasion.
v. If a court arbitrator or any government agency stipulates that any part of these Terms is unenforceable, the remaining Terms will still be valid and enforceable.
vi. These Terms do not create any rights for, or enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999.
vii. The Terms shall be governed and construed in accordance with English law and, (subject to the dispute resolution provisions set out in Perfect Assistants code of practice), you and Perfect Assistants submit to the non-exclusive jurisdiction of the English courts.
viii. The Terms set out the entire agreement between you and Perfect Assistants relating to the provision of the Services to you including all intended rights and obligations and supersede any and all previous agreements and understandings between you and Perfect Assistants with respect to such provision.
ix. From time to time, Perfect Assistants may (without notice to you) review, record or check your use of Perfect Assistants’ Services where Perfect Assistants is required to do so to ensure compliance with any laws or regulations or where ordered to do so by any court or other body or authority with the power to require such monitoring and for our own internal purposes to ensure compliance with these Terms and the ‘Fair and acceptable usage policy’.