Terms & Conditions

About These Terms

These Terms & Conditions ("Terms") set out the basis on which Ant Assist (trading as AAVA Group Ltd, Company No. 15325330, registered in England and Wales, registered office at 31-53 Xappee Building, Hunters Road, Birmingham, United Kingdom, B19 1DP) ("we", "us", "Ant Assist") provides virtual assistant and secretarial services to its business clients ("you", "the Client").

These Terms apply to every Service Agreement entered into between Ant Assist and a Client. The signed Service Agreement, together with these Terms, constitutes the full contract between us ("the Contract").

If you are a consumer rather than a business, these Terms do not apply to you and Ant Assist does not currently provide services to consumers. Statutory consumer protections under the Consumer Rights Act 2015 are not affected by these Terms.

Definitions

In these Terms, the following words and expressions have the meanings set out below (unless the context requires otherwise):

• "Additional Fees" means fees for work outside the scope of the agreed Service or outside agreed support hours. Additional work is charged at the agreed hourly rate plus 10%. Work exceeding 40 hours within a working week (Monday to Friday) incurs an extra 10% on the hourly rate. Non-working hours performed over the weekend are charged at an extra 15%.
• "Business Day" means any day other than a Saturday or Sunday on which clearing banks are open for business in the town or city where Ant Assist has its principal place of business.
• "Client" means the business entity named in the Service Agreement.
• "Commencement Date" means the date specified as such in the Service Agreement.
• "Confidential Information" means information passing between the parties which has been disclosed to or otherwise obtained by one party from the other, which has been expressed to be confidential or which would appear to a reasonable person to be confidential.
• "Contract" means the contract between Ant Assist and the Client comprising these Terms together with the signed Service Agreement.
• "Expenses" means all reasonable costs, disbursements and expenses which Ant Assist or Ant Assist Personnel reasonably and necessarily incur in performing the Services, including travel and accommodation.
• "Intellectual Property Rights" means all patents, registered designs, applications, copyrights, design rights, topography and mask rights, database rights, utility model rights, know-how, rights in proprietary and confidential information, rights in inventions and all other intellectual and intangible property rights arising anywhere in the world.
• "Losses" means loss of revenue, pure economic loss, loss of actual or anticipated profits, loss of the use of money, loss of anticipated savings, loss of business, loss of opportunity, loss of or damage to goodwill, loss of data or loss of reputation.
• "Monthly Fees" means the monthly fee payable for the Services as set out in clause 8.
• "Personnel" means employees, franchisees, partners, workers, contractors, officers, sub-contractors, consultants and agents of Ant Assist from time to time.
• "Requests" means requests and instructions made by the Client to Ant Assist for the performance of the Services.
• "Services" means the personal assistant and secretarial services Ant Assist agrees to provide to the Client.
• "Third-Party Supplier" means a third party engaged by Ant Assist acting as the Client's agent.
• "Writing" means includes electronic communications such as email.

In these Terms: the singular includes the plural; references to persons include individuals, corporate bodies, unincorporated associations and partnerships; clause headings are for convenience only; references to a party include their successors and permitted assignees; and the words "including" and "for example" are illustrative only and do not limit the scope of preceding words.

Contract Term & Probation

3.1 Term

The Contract commences on the Commencement Date and continues for an initial term of twelve (12) months. Thereafter, the Contract continues on a rolling monthly basis unless and until terminated by either party in accordance with clause 12.

3.2 Probation Period

A three (3) month probation period applies from the Commencement Date. During this Probation Period, the Client assesses the suitability and performance of the assigned virtual assistant ("VA").

• If the Client decides not to proceed with the VA during the Probation Period, the Client may terminate the engagement of that VA without penalty by providing written notice to Ant Assist.
• If no such notice is given during the Probation Period, the engagement continues on the terms of the twelve (12) month initial term set out in clause 3.1.
• If the Client is dissatisfied with the assigned VA for reasonable performance or compatibility reasons during the Probation Period, the Client may request a replacement VA at no additional cost. Ant Assist will use reasonable endeavours to provide a suitable replacement promptly, and the Probation Period will reset from the start date of the replacement VA's assignment.

3.3 Client Warranties

The Client warrants that all information provided during the Term and prior to the Commencement Date is true, complete, correct, accurate, and not misleading.

It is a fundamental condition of the Contract that the Client has not been convicted or investigated for any offence concerning bribery, corruption, fraud, slavery, breach of sanctions or other export controls, breach of data protection laws, or the avoidance or evasion of tax, including under the UK Bribery Act 2010, Criminal Finances Act 2017, Modern Slavery Act 2015, or UK GDPR, and that neither the Client nor any associated person appears on any UK, EU, or OFAC sanctions or export control list. This warranty is deemed repeated throughout the Term. If the warranty becomes incorrect at any time, the Client must immediately notify Ant Assist, and Ant Assist may immediately terminate the Contract without prejudice to its other rights.

The Client consents to Ant Assist carrying out such checks in relation to the above as Ant Assist may determine from time to time. This may include disclosure of information concerning the Client and associated persons to service providers and regulatory authorities. The basis for such disclosure is to protect the legitimate interests of Ant Assist.

The Services

4.1 Provision of Services

Throughout the Term and subject to these Terms, the Client is entitled to make Requests and Ant Assist will use reasonable endeavours to provide Services in response to those Requests.

4.2 Right to Decline

Ant Assist reserves the right (acting reasonably and in its sole discretion) to decline to comply with any Request where:

• compliance would place unreasonably high demands on Ant Assist having regard to personnel availability and the interests of other clients;
• compliance might place Ant Assist Personnel at risk of physical harm;
• compliance would be detrimental to the public image or reputation of Ant Assist or any related organisation;
• compliance would be or appears likely to be contrary to any rule of law, court order, or regulatory requirement;
• Ant Assist has advised the Client that the Client must supply sufficient funds to cover anticipated Expenses and the Client has not provided those funds; or
• for any other reasonable reason as Ant Assist may determine.

4.3 Assignment of Personnel

If the Client does not have a specifically allocated VA at the time a Request is made, the Services will be provided by whichever Ant Assist Personnel are available.

4.4 Changes to Services

Ant Assist may at any time, without prior notification, make changes to the Services that are required to comply with legal requirements, that result from changes by a Third-Party Supplier, or that do not materially affect the nature or quality of the Services. Ant Assist will use reasonable endeavours to inform the Client of any change that may be material to the Client's use and satisfaction of the Services.

4.5 Timescales

Any timescales advised by Ant Assist are approximate only. Time is not of the essence in respect of the performance of the Services by Ant Assist.

Working Hours, Holidays & Staffing

5.1 Standard Hours

Unless otherwise agreed in writing, the standard working hours for Ant Assist Personnel are 9:00 AM to 5:00 PM (UK time, GMT/BST as applicable), Monday to Friday, excluding all official UK public holidays. These hours include a one-hour unpaid lunch break, in line with Egyptian employment law.

If the Client requires Services outside of these hours, requests may be accommodated subject to availability and will be charged at an additional fee agreed in advance.

5.2 Holiday Entitlement

Ant Assist staff are employed under Egyptian labour law and are entitled to 15 days of public holidays and 21 days of paid annual leave per calendar year. To align with UK staffing practices, total holiday entitlement is capped at 28 days annually per full-time team member. Staff observe Egyptian national holidays as part of the standard public holiday allocation.

Ant Assist maintains a flexible approach to scheduling to meet Client requirements. Where preferred, working days and public holiday observance can be adjusted at the Client's request, subject to reasonable notice. All such arrangements, including leave coordination, are managed internally by Ant Assist to ensure service continuity.

5.3 Service Interruption

If, due to circumstances beyond Ant Assist's control, Ant Assist is unable to perform the Services during the standard hours set out above, Ant Assist will use reasonable endeavours to restore the provision of the Services. Subject to clause 10 (Liability), Ant Assist is not liable for any loss or damage suffered by the Client as a result of such an interruption.

5.4 Performance Monitoring

Ant Assist is committed to delivering consistent service quality through active performance monitoring, internal training, and supervision of all VAs. Ant Assist provides monthly performance reports and requires the Client to complete a standardised monthly feedback form to help assess service quality and identify areas for development.

If the Client has concerns about a VA's performance, those concerns must be raised directly with Ant Assist. The Client must not manage, discipline, or engage the VA directly regarding performance matters. Ant Assist will handle all performance reviews and staff development internally.

Should a VA continue to underperform after remedial steps have been taken, Ant Assist will arrange a suitable replacement. During the transition and onboarding period of a new VA, the Client will not be charged for that VA's service. However, the standard 30-day notice period for termination of the Contract still applies, as set out in clause 12.

5.5 Place of Performance

Unless otherwise agreed, the Services are provided remotely from Ant Assist's premises. The Client and Ant Assist communicate by telephone, email, and other electronic means. The Client and Ant Assist do not meet in person at Ant Assist's offices unless otherwise agreed.

The Client may request that Ant Assist provide Services at a specific location other than remotely. Ant Assist retains sole discretion to honour such requests. If Ant Assist agrees, it may charge Additional Fees (advised to the Client in advance) and the Client is responsible for all Expenses incurred as a result.

Third-Party Suppliers

6.1 Agency Relationship

Where Ant Assist engages a Third-Party Supplier to provide services to the Client, Ant Assist acts as the Client's agent and not as principal. The Client authorises Ant Assist to enter into contracts on the Client's behalf in this capacity. Unless otherwise agreed, Ant Assist will advise the Third-Party Supplier that Ant Assist is acting as the Client's agent, and any contract for the provision of those services will be between the Client and the Third-Party Supplier.

All acts done, decisions made, and documents executed by Ant Assist in good faith in the purported exercise of the powers of agency conferred by these Terms are valid and binding on the Client. The Client undertakes to ratify and confirm everything Ant Assist does in pursuance of those powers, and indemnifies Ant Assist against all claims, losses, damages, costs (including legal costs), expenses (including Expenses), and liabilities arising from the exercise, or purported exercise, in good faith of any of the powers of agency conferred by these Terms.

6.2 Third-Party Charges

Where Ant Assist engages a Third-Party Supplier and the Client has not expressly requested or agreed to a particular supplier or charge, Ant Assist will make reasonable efforts to ensure the Third-Party Supplier's charges are reasonable for market rates in the relevant locality.

6.3 Standard of Performance

Where Ant Assist selects a Third-Party Supplier, Ant Assist will use reasonable endeavours to ensure that supplier is competent to provide the relevant services to a reasonable standard. Subject to clause 10 (Liability), Ant Assist is not liable to the Client if a Third-Party Supplier's performance falls below that standard. The standards of performance of a Third-Party Supplier, and all other matters relating to the supplier's provision of services to the Client, are governed by the contract between the Client and the Third-Party Supplier.

6.4 Access to Locations

If the Client requests services at a particular location, the Client must procure access (including to the interior of any premises) for Ant Assist Personnel, the relevant Third-Party Supplier, and the supplier's employees or agents.

6.5 Consents and Permissions

Unless otherwise agreed, the Client is responsible for obtaining from third parties (including any governmental authority) any consents or permissions necessary for Ant Assist to perform the Services or for a Third-Party Supplier to provide its services. The Client undertakes to provide copies of any such consents to Ant Assist on request. If the Client fails to obtain the required consents, Ant Assist may (without prejudice to its other rights) obtain them on the Client's behalf as the Client's agent. The Client indemnifies Ant Assist against all claims, losses, damages, costs, expenses, and liabilities arising from any such failure or action.

Client Obligations

Throughout the Term, the Client shall:

• pay the Monthly Fees in accordance with clause 8 and any Additional Fees as required;
• give Ant Assist 30 days' written notice if the Client wishes to reduce the monthly support volume, with revised Monthly Fees coming into force after the notice period;
• promptly provide Ant Assist with any information, confirmations, documentation, or materials reasonably requested in connection with the Services;
• act in good faith and cooperate with Ant Assist and Ant Assist Personnel so as to enable Ant Assist to fulfil its obligations under the Contract; and
• complete a monthly performance report for each assigned VA using the standardised questionnaire provided by Ant Assist. Timely cooperation in submitting these reports is essential for maintaining adequate support and continuous improvement.

Additional Service Limitations

8.1 Disposal of Uncollected Items

Ant Assist may dispose of any documents, files, materials, data, items, reports, correspondence, or packages relating to the Contract which are not collected by the Client within 30 days of Ant Assist sending a written request to collect such items.

8.2 Right to Refuse Deliveries

Ant Assist may refuse to accept delivery of any correspondence, parcel, package, or object addressed to or for the Client. If Ant Assist accepts delivery, it may or may not open the item, and may forward it to the Client unopened. Accepting or opening such an item is not an undertaking by Ant Assist to deal with any matter concerning its contents.

8.3 Operational Policies

The Services are also subject to such limitations and restrictions as Ant Assist may advise from time to time or specify in documents provided by Ant Assist. The Services and the performance of the Contract are also subject to Ant Assist's policies and procedures in force from time to time, copies of which are available on request.

Fees & Payment

9.1 Monthly Fees

In consideration of the Services, the Client pays a monthly fee for each Service supplied (the "Monthly Fees"). The amount is agreed between the Client and Ant Assist prior to the commencement of the relevant Service.

To ensure uninterrupted Service and to cover any potential mispayments, contract cancellations, or other liabilities, the Client shall:

• pay a 30-day bond deposit, held for the duration of the Contract and refunded upon termination (subject to settlement of all sums due); and
• pay one full month's fee in advance before the commencement of services.

Monthly Fees are paid in advance each month thereafter. Any incentive bonuses for Ant Assist staff must be processed through Ant Assist and paid directly into Ant Assist's account for tax and administrative purposes.

9.2 Expenses

The Client reimburses Ant Assist for all expenses incurred in connection with the provision of the Services, including but not limited to travel, disbursements, and accommodation. Ant Assist will invoice the Client from time to time for such expenses.

9.3 Termination & Bond

Upon termination of the Contract, regardless of the date of termination within a particular month, the Client remains liable for the entire monthly fee for that month. The Client's 30-day bond deposit will then be refunded, provided all outstanding balances are cleared.

9.4 Fee Increases

Ant Assist reserves the right to increase Monthly Fees and Additional Fees from time to time in response to any increase in the costs of delivering the Services. Ant Assist will provide the Client with 30 days' written notice of any such increase. The Client may terminate the Contract prior to the end of the notice period, in which case the Contract terminates at the end of that period.

9.5 Payment Terms

All invoices submitted by Ant Assist are payable immediately upon receipt by the Client.

The billing cycle starts on the 15th of each month, and all payments must be received on or before the 22nd of the same month. If payment is not received by the 28th, a late fee of 5% of the total invoice amount will be applied for each VA affected. Services may be halted until the full payment and late fee are settled.

9.6 Continuing Liability

Notwithstanding termination of the Contract for any reason, the Client remains fully liable to pay Ant Assist in full for all fees and Expenses due at the date of termination and to discharge any costs and Expenses incurred by Ant Assist on the Client's behalf.

Time of payment is of the essence of the Contract. No payment is deemed to have been received until Ant Assist has received cleared funds.

Value Added Tax

Ant Assist is not currently VAT-registered. All fees quoted are exclusive of VAT and no VAT is charged. If Ant Assist becomes VAT-registered in future, VAT may be added to fees on prior written notice to the Client.

If any sum payable to Ant Assist is subject to withholding (whether under tax law or otherwise), the Client shall pay such additional amount as is required to ensure that Ant Assist receives the amount it would have otherwise received but for such withholding.

Liability

11.1 Liabilities Not Excluded

Nothing in these Terms excludes or limits Ant Assist's liability or the liability of Ant Assist Personnel for death or personal injury caused by their negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot be excluded or limited by law.

11.2 Tangible Property

Ant Assist excludes any liability for loss or damage to the Client's tangible property other than that caused by Ant Assist's negligence.

11.3 Losses Excluded

Ant Assist has no liability to the Client for any Losses nor for any indirect, special, secondary, or consequential loss, cost, expense, or damage. Ant Assist is not liable in any manner to any third party in relation to the Contract, and the Client indemnifies Ant Assist against all liabilities Ant Assist incurs to third parties by reason of the Contract.

11.4 Cap on Liability

Ant Assist's maximum and aggregate liability arising out of contract, delict (including negligence or breach of statutory duty), tort, or otherwise for any loss, cost, expense, damage, claim, or other liability arising out of or in connection with the Contract, howsoever arising, shall not exceed the aggregate fees paid by the Client to Ant Assist in the year preceding the act, occurrence, or circumstance giving rise to the liability.

11.5 Implied Terms Excluded

Except as expressly provided in these Terms, all warranties, conditions, representations, or other terms implied by statute or common law in respect of the provision of the Services and the performance of the Contract are excluded to the fullest extent permitted by law.

11.6 Client Indemnities

The Client indemnifies Ant Assist and Ant Assist Personnel against all claims, losses, damages, costs (including legal costs), expenses (including Expenses), and liabilities Ant Assist may suffer or incur in respect of:

• the performance of the Services;
• claims by any third party or Third-Party Supplier against Ant Assist or Ant Assist Personnel; and
• the imposition of any sanction or fine on Ant Assist or Ant Assist Personnel as a result of performing Services in response to a Client Request which (unknown to Ant Assist or Ant Assist Personnel) was contrary to any rule of law.

Confidential Information

12.1 Confidentiality

Except as provided for in the Contract, Ant Assist will at all times during the continuance of the Contract and after its termination:

• keep all Confidential Information confidential and not disclose it to any other person; and
• not use any Confidential Information for any purpose other than the performance of its obligations under the Contract or the conduct of Ant Assist's business in its normal course.

12.2 Permitted Disclosures

Confidential Information may be disclosed by Ant Assist to:

• such persons as Ant Assist (acting reasonably) considers necessary to enable Ant Assist to comply with its obligations under the Contract or perform the Services (including Third-Party Suppliers and Ant Assist Personnel), provided each such person is informed of the confidential nature of the information before disclosure; and
• any governmental, regulatory, or other authority, or any other person as required by law.

12.3 Exceptions

Ant Assist is not in breach of its confidentiality obligations where:

• the Client gave prior written consent to disclosure;
• the Confidential Information was in the public domain at or prior to the time of disclosure (unless it entered the public domain as a result of Ant Assist's breach); or
• Ant Assist can reasonably demonstrate that the Confidential Information was known to Ant Assist prior to disclosure by the Client.

Termination

13.1 Termination on Notice

Either party may terminate the Contract by giving 30 days' written notice.

13.2 Termination for Cause

Either party may terminate the Contract immediately by written notice if the other party:

• commits a material breach of the Contract and (in the case of a breach which is not persistent and can be remedied) fails to remedy the breach within 30 days of receiving a written request to do so;
• becomes bankrupt, apparently insolvent, makes an arrangement or composition with creditors, or (being a company) convenes a creditors' meeting;
• has a receiver (administrative or otherwise) or liquidator appointed, or any steps are taken for the appointment of an administrator or liquidator, or a resolution is passed for winding up (other than for a genuine solvent amalgamation or reconstruction), or proceedings commence relating to the insolvency, receivership, or liquidation of the other party, or it ceases or threatens to cease to carry on business, or serious doubt arises as to the other party's solvency; or
• any similar set of circumstances applies in any jurisdiction in respect of that party.

13.3 Sums Due on Termination

If the Contract is terminated under clause 13.2, all sums due or that may become due by the Client to Ant Assist under the Contract become immediately payable.

13.4 Surviving Provisions

Termination of the Contract for any reason does not affect the accrued rights and liabilities of the parties, including the Client's obligation to pay any outstanding invoices or other monies owing to Ant Assist, including interest charges. Any provision of the Contract intended by implication to survive termination shall survive accordingly.

Intellectual Property

14.1 Ownership of Work Product

The ownership of, and all Intellectual Property Rights in, all documents, reports, files, data, information, and materials produced by Ant Assist and Ant Assist Personnel in the course of providing the Services belong to the Client.

14.2 Client Provided Materials

In respect of any documents, materials, computer files, data, reports, information, and computer programs provided by the Client to Ant Assist in contemplation of the Contract ("Client Provided Materials"), the Client grants Ant Assist a non-exclusive, royalty-free, transferable, sub-licensable, irrevocable licence to use, copy, modify, distribute, and do all such other acts as Ant Assist may reasonably consider necessary with such Client Provided Materials to enable it to perform the Services. Ant Assist will only sub-license rights to the Client Provided Materials where necessary to enable performance of the Services (for example, to its hosting and telecommunications service providers).

14.3 IP Indemnity

The Client indemnifies Ant Assist and Ant Assist Personnel against all claims, losses, damages, costs (including legal costs), expenses, and liabilities arising from any action brought by a third party for infringement of any patent, copyright, or other Intellectual Property Rights arising out of the use of the Client Provided Materials by Ant Assist.

Tax Indemnity

The Client indemnifies Ant Assist against all taxes, levies, tariffs, duties, and similar payments, and any related penalties or interest, suffered or incurred by Ant Assist or imposed by any tax authority (other than taxes payable on Ant Assist's profit) and all related costs and expenses, arising as a result of Ant Assist providing the Services and performing the Contract.

Complaints

Ant Assist will use reasonable endeavours to respond to any complaint received in writing from a Client in relation to any aspect of the Services in accordance with the following procedure:

• the complaint will be acknowledged in writing within five (5) Business Days of receipt;
• once details have been taken, the matter will be investigated and Ant Assist will notify the Client of the outcome in writing; and
• if the Client is not satisfied with the outcome, the Client may appeal in writing to the Managing Director of Ant Assist.

The Client must promptly provide Ant Assist with all such information and documentation as Ant Assist reasonably requests in order to assess the merits of the complaint.

The Client must complete the procedure provided for in this clause before raising any legal proceedings in relation to the complaint.

Data Protection & Cyber Security

17.1 Roles

For the purposes of Data Protection Legislation, in performing the Contract Ant Assist may act as a Processor on behalf of the Client in relation to any Personal Data Ant Assist gains access to pursuant to the Contract ("Client Personal Data").

17.2 Ant Assist's Obligations as Processor

In respect of the Processing of Client Personal Data, Ant Assist shall:

• process the Client Personal Data in accordance with the Data Protection Legislation, the terms of the Contract, and the Client's written instructions, except where otherwise required by applicable law;
• promptly inform the Client if it believes any instruction received is likely to infringe the Data Protection Legislation, and may suspend the relevant Service until amended instructions are agreed;
• implement appropriate technical and organisational security measures appropriate to the risk;
• ensure that all persons authorised to Process the Client Personal Data are subject to a duty of confidentiality;
• make available to the Client such information as is reasonably necessary to demonstrate Ant Assist's compliance with its obligations under this clause and allow for and contribute to audits (subject to a maximum of one audit request in any 12-month period, and subject to the Client meeting any Additional Fees and Expenses);
• not process or transfer the Client Personal Data to countries outside the UK or European Union or to any international organisation without the Client's prior written authorisation; and
• at the end of the Contract, at the Client's cost and option, return all Client Personal Data to the Client or securely dispose of it (and thereafter promptly delete all copies), except to the extent applicable law requires retention.

17.3 Sub-processors

The Client authorises Ant Assist to continue using the Third-Party Suppliers already engaged by Ant Assist to Process the Client Personal Data, subject to Ant Assist ensuring those suppliers are bound by contractual obligations no less onerous than those imposed on Ant Assist under the Contract.

Ant Assist will give the Client prior notice of any intended changes to authorised sub-processors and give the Client the opportunity to object on reasonable grounds.

A current list of sub-processors is available on request from legal@ant-assist.com.

17.4 Assistance to the Client

At the Client's cost, Ant Assist will assist the Client in ensuring compliance with the Client's obligations under Data Protection Legislation, taking into account the nature of the Processing and the information available to Ant Assist, and will assist the Client (by appropriate technical and organisational measures, insofar as possible) in fulfilling the Client's obligations to respond to Data Subject rights requests.

17.5 Scope of Processing

Processing of Client Personal Data by Ant Assist under the Contract is for the following subject-matter, duration, nature, and purposes:

• Subject-matter: Processing as necessary for the delivery and provision of the Services.
• Duration: The Term, or as otherwise agreed between the parties.
• Nature and purpose: diary and email management, travel management, bookkeeping support, document handling, CRM management, call handling, transcription, social media management, event management, research, document production, lifestyle and personal support, expenses, sales support, general administration, and apprentice administration.
• Personal Data types: Client name, postal address, date of birth, bank details, family details, employee details, supplier details, customer details, login access, apprentice details (including qualification, work history, NI number, date of birth, ID documents, and email address).
• Data Subjects: employees, agents, and representatives of the Client, customers, apprentices, and prospects.

17.6 Client Indemnity

The Client indemnifies Ant Assist against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands, and legal and other professional costs (calculated on a full indemnity basis, and whether or not arising from an investigation by or imposed by a supervisory authority) arising out of or in connection with any breach by the Client of its obligations under Data Protection Legislation or the Contract.

17.7 Definitions

For the purposes of this clause:

• "Data Protection Legislation" means any law applicable relating to the processing, privacy, and use of personal data, including (i) the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426), as amended; (ii) the UK General Data Protection Regulation (UK GDPR); and (iii) any judicial or administrative implementation of any of the above, any guidance, guidelines, codes of practice, or approved certification mechanisms issued by the Information Commissioner or other regulatory or supervisory authority.
• The terms "Controller", "Data Subjects", "Information Commissioner", "Personal Data", "Processor", and "Processing" (including derivatives) have the meanings given to them in the Data Protection Legislation.

17.8 Cyber Security

Ant Assist takes great care over its cyber security and the cyber security of its Clients, and has policies in place to securely store passwords and ensure that Ant Assist Personnel correctly log out of systems when not in use. However, given the nature of cybercrime, Ant Assist is unable to warrant the security of information provided by the Client or the granting of remote access to any systems provided by the Client. The Client acknowledges that there are cyber security risks involved in providing such information online or allowing remote access. Subject to clause 11, Ant Assist is not liable for any loss, cost, expense, damage, claim, or liability (including any Losses) suffered or incurred by the Client as a result of cybercrime.

Ant Assist will notify the Client of any potential data breaches relating to Client Personal Data without undue delay and within 24 hours of becoming aware of the breach.

Non-Solicitation

18.1 Definitions

In this clause:

• "Restricted Period" means the period commencing on the Commencement Date and continuing until the later of (i) the date one (1) year following completion of the Term, (ii) such date upon which the Term would have ended had the Term been extended for a further period equal to its duration, or (iii) the latest allowable date for the continuation of these restrictions under applicable law.
• "Restricted Person" means any current or previous member of Ant Assist Personnel, or any person employed or engaged by any such member, who (i) at any time during the Restricted Period had contact or dealings with the Client, or (ii) at any time during the Restricted Period had any role or acted in relation to the provision or receipt of the Services or performance of the Contract.

18.2 Restrictions

To protect Ant Assist's legitimate business interests, intellectual and intangible property, know-how, trade secrets, and confidential information, during the Restricted Period the Client shall not, either directly or indirectly (whether for its own benefit or for the benefit of any other person):

• solicit, entice, or induce, or endeavour to solicit, entice, or induce, any Restricted Person with a view to having the Restricted Person employed or engaged other than through Ant Assist; or
• employ or engage, or offer to employ or engage, a Restricted Person, or procure or assist in the actual or potential employment or engagement of a Restricted Person other than through Ant Assist;

in each case without Ant Assist's prior written consent.

18.3 Compensation on Breach

In the event of a breach of clause 18.2, the Client shall pay Ant Assist, without prejudice to any other rights or remedies, a compensation amount of up to ten thousand pounds sterling (£10,000.00) per virtual assistant (VA) involved in the breach. This charge applies per VA and reflects the cost of recruitment, training, and business disruption incurred by Ant Assist.

The provisions of this clause are without prejudice to Ant Assist's other rights and remedies, including the right to seek further damages, compensation, and preventative orders (including interdict and injunction).

General

19.1 Entire Agreement

The Contract constitutes the entire agreement and understanding between Ant Assist and the Client relating to the provision of the Services and supersedes all prior agreements and understandings (whether oral or in writing) between the Client and Ant Assist with respect to the provision of the Services.

19.2 Independent Contractor

Each party is an independent contractor. The Contract does not create a partnership, agency, joint venture, or employment relationship between Ant Assist and the Client.

19.3 Notices

Any notice, notification, or communication given pursuant to the Contract shall be served:

• by first-class registered post (deemed received on the second Business Day after posting to the correct postal address); or
• by email (deemed received on the day of transmission if sent before 4:00 PM, or the next Business Day if sent after 4:00 PM, provided that no delivery failure message is returned).

Notices to Ant Assist should be sent to: legal@ant-assist.com or by post to Ant Assist (trading as AAVA Group Ltd), 31-53 Xappee Building, Hunters Road, Birmingham, United Kingdom, B19 1DP.

19.4 Assignment

The Client may not assign, novate, subcontract, sublicense, transfer, or deal in or with the Contract or any of its rights or obligations without Ant Assist's prior written consent. Ant Assist may assign, novate, transfer, and deal in or with the whole or any part of its rights and obligations under the Contract to any other person or entity, and the Client consents to the same. Ant Assist may sub-contract any of its obligations under the Contract to any other person without the Client's prior written consent.

19.5 Force Majeure / Unforeseen Circumstances

Save in respect of any obligation to make payment, neither party is liable for any delay in performing its obligations under the Contract if such delay is caused by circumstances beyond the reasonable control of the party so delaying, and that party is entitled to a reasonable extension of time for performance. Such delay does not constitute a breach of the Contract, provided that if the delay continues for more than 60 days, the party not in delay may terminate the Contract immediately by written notice.

19.6 Waiver

No delay or failure by Ant Assist in exercising or enforcing any of its rights or remedies under the Contract will prejudice or restrict its rights, and no waiver of rights operates as a waiver of subsequent rights.

19.7 Variation

Ant Assist may vary these Terms from time to time, provided it notifies the Client in writing. Any variation takes effect from the date 30 days after notification (the "Relevant Date"). Following notice, the Client may terminate the Contract by written notice to Ant Assist at any time prior to the Relevant Date, in which case the Contract terminates on the Relevant Date.

19.8 Severability

If any clause of the Contract is held to be invalid by a court of competent jurisdiction, that clause may be deleted and the remaining clauses continue to be valid and binding to the extent they are unaffected.

Governing Law & Jurisdiction

The Contract is governed by and construed according to the law of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.