Terms & Conditions

This Agreement is between AAVA Group Ltd (company number 15325330), trading as Ant Assist, of 2a Tame Road, Aston, Birmingham B6 7HS ("Ant Assist", "we", "us") and the client named in the Client Service Schedule (the "Client", "you").

In short. We recruit, employ, train, equip and manage your virtual assistant team; they work inside your systems under your instructions and data policies, and you pay the agreed fees. Your terms and prices are in your Client Service Schedule. Our people stay part of our service, so you agree not to hire them directly. This summary is for convenience; the clauses below apply.

Services and How This Agreement Works

1.1 Ant Assist provides managed virtual assistant and outsourcing services (the "Services"). We are a managed-service provider, not an employment agency or placement service. Your VA works as part of your team on your day-to-day tasks, while we remain responsible for them as their employer.

1.2 "Personnel" means the people Ant Assist employs or engages to deliver or support the Services. Ant Assist alone is responsible for their pay, tax, social insurance, leave and employment terms; you do not become their employer. We are responsible to you for their acts and omissions as if they were our own.

1.3 Your services, hours, fees, Personnel numbers, commitment period and notice period are set out in the Client Service Schedule (the "Schedule"). The Schedule and the Data Processing Annex form part of this Agreement, and together they are the binding agreement between us. If there is a conflict, the Schedule prevails on commercial details; this document prevails on clauses 5 to 9; and the Data Processing Annex prevails on personal data.

1.4 This Agreement starts when both parties have signed the Schedule. The "Assignment Start Date" is the date your assigned virtual assistant ("VA") begins work, as we confirm to you in writing.

Service Delivery and Responsibilities

2.1 We will:

(a) recruit, screen and present suitable candidates for your selection;

(b) provide the Services with reasonable skill and care, using Personnel with the skills described in the Schedule;

(c) employ, pay, train, supervise and support the Personnel, and provide their office, equipment, HR and IT support;

(d) arrange cover for planned absence where reasonably practicable; and

(e) provide monthly performance reports.

2.2 Probation and replacement. For three months from each Assignment Start Date, if you are reasonably dissatisfied with a VA's performance or fit, we will provide a replacement at no extra cost, using reasonable endeavours to do so promptly. You are not charged for the replacement during their handover and onboarding period, and the three months restart from the replacement's start date. After probation, if a VA continues to underperform after we have taken remedial steps, we will arrange a replacement on the same basis.

2.3 Management. You direct day-to-day tasks within the agreed scope. We handle all performance, conduct, discipline and development matters, so please raise any concern with us rather than with the VA.

2.4 You will: (a) give clear instructions, information and materials, and co-operate in good time; (b) give your VA the system access they need on a least-privilege basis, and revoke it when no longer needed; (c) review your VA's work before relying on it for important decisions; (d) complete our short monthly feedback form; and (e) pay on time.

2.5 Working hours and leave. Unless the Schedule says otherwise, standard hours are 9:00 to 17:00 UK time, Monday to Friday, including a one-hour paid break, excluding UK public holidays. Our Personnel are employed under Egyptian labour law; holiday is capped at 28 days a year per full-time VA, including public holidays, and we coordinate leave and cover. Working days and holiday observance can be adjusted on reasonable notice.

2.6 We may decline a request, acting reasonably, if it is outside the agreed scope, unlawful, unsafe or likely to harm either party's reputation, and we will tell you why where practicable. We do not guarantee any particular business result. You remain responsible for your own business decisions and your own regulatory, licensing, tax and employment obligations.

Fees and Payment

3.1 You will pay the onboarding fee, service fees and any other charges at the rates set out in the Schedule.

3.2 Onboarding fee. The onboarding fee pays for our recruitment, selection and onboarding work. It is payable on signing and is non-refundable, including if this Agreement ends early for any reason. It does not give you any right to employ or engage our Personnel.

3.3 Invoices. Service fees are invoiced monthly, one month in advance, and the first month is payable before the Services start. There is no deposit. You pay each invoice within the payment terms in the Schedule.

3.4 Extra work and changes. If you need additional hours, please let us know in advance (email is fine). We record the additional hours worked and add them to your invoice for that month at the rate in the Schedule. Changes to the services, hours or number of Personnel must be agreed in writing. You may reduce agreed hours on 30 days' written notice, subject to any minimum commitment in the Schedule.

3.5 Late payment. If an invoice is not paid by its due date, we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998. If it remains unpaid, we may suspend the Services on written notice until it is paid in full, and fees continue to be payable during that suspension. Payment is received only when we have cleared funds.

3.6 Tax. Fees are exclusive of VAT, which is added where applicable. If any payment is subject to a deduction or withholding, you will pay the additional amount needed so that we receive the full amount invoiced.

3.7 Fee review. We may increase fees on 30 days' written notice to reflect increases in our costs of delivering the Services. You may end this Agreement before the increase takes effect by giving written notice within that period.

3.8 Any bonus or incentive you wish to give our Personnel must be paid through Ant Assist.

Term, Commitment and Ending This Agreement

4.1 This Agreement continues until ended under this clause 4. Any initial commitment period is stated in the Schedule and runs from the Assignment Start Date. After it, this Agreement continues month to month.

4.2 Either party may end this Agreement by giving the notice period stated in the Schedule in writing. Where there is a commitment period, your notice cannot end this Agreement before the end of that period, and fees remain payable until this Agreement ends.

4.3 Either party may end this Agreement immediately by written notice if the other: (a) commits a material breach which, if it can be remedied, is not remedied within 30 days of a written request; or (b) becomes insolvent, enters administration or liquidation, or stops carrying on business.

4.4 When this Agreement ends: all unpaid sums become due immediately; you pay for Services up to the end date; we return or delete your data under the Data Processing Annex; and you revoke your VA's system access. Clauses 3, 4.4 and 5 to 10 continue to apply.

Protection of Our Personnel

5.1 We invest significantly in recruiting, screening, training, equipping, supervising and supporting our Personnel. This clause protects that investment and our managed-service relationship.

5.2 During this Agreement and for 12 months after it ends, you must not, without our prior written consent, directly or indirectly (including through any group company, associated business, agency, contractor or other intermediary):

(a) solicit or approach any Restricted Person with a view to engaging them other than through Ant Assist; or

(b) employ, engage or use the services of any Restricted Person other than through Ant Assist, whether as an employee, worker, freelancer, contractor or through a company; or

(c) introduce a Restricted Person to any other person or business that then engages them.

5.3 A "Restricted Person" is any individual who, during the 12 months before this Agreement ends, was assigned to you, was presented to you as a candidate, or had material dealings with you in connection with the Services. General recruitment advertising that is not targeted at a Restricted Person is not solicitation, but engaging a Restricted Person who responds to it is still covered by clause 5.2(b).

5.4 This clause restricts you only. It does not restrict any individual's freedom to work for anyone else. Nothing in this Agreement gives you a right to engage any of our Personnel after any period of time or on payment of any fee. Whether to give consent is at our discretion, and any consent must be in a separate written agreement signed by a director of Ant Assist.

5.5 If you breach this clause, we may claim damages for the losses it causes us, which may include the cost of recruiting, training and onboarding replacement Personnel and the fees we would otherwise have earned, and we may seek an injunction or other relief. You will tell us promptly if you become aware of any breach.

Confidentiality

6.1 Each party will keep the other's confidential information confidential, during and after this Agreement, and use it only to perform this Agreement. It may be shared with Personnel, advisers and approved suppliers who need it and are bound by confidentiality, or where required by law. This does not apply to information that is public (other than through a breach), already known to the recipient, or disclosed with written consent. Our recruitment methods, pricing, training materials and Personnel information are our confidential information.

Intellectual Property

7.1 Work product created specifically for you by our Personnel in delivering the Services belongs to you once the related fees are paid.

7.2 We keep all rights in our existing and general materials, including our recruitment systems, training materials, processes, templates, tools and know-how, and any improvements to them. Where any of these are included in work we deliver, you may use them for your own internal business purposes.

7.3 You give us permission to use the materials you provide as needed to deliver the Services, and you confirm that you are entitled to do so. You are responsible for any third-party claim that our use of those materials, in line with this Agreement, infringes that party's rights.

Data Protection and Security

8.1 Ant Assist is a UK company and complies with UK data protection law for the personal data it holds as a business, including its staff and recruitment records.

8.2 Your data stays under your control. Your VA works inside your own systems and accounts, under your data protection policies, security rules and instructions. For that data you are the controller and we are the processor, and the Data Processing Annex sets out the terms UK data protection law requires.

8.3 Where your VA works. Your VA works only from our managed offices in Egypt, on devices that Ant Assist provides and secures, and never from home or on personal devices. Your data is not moved out of your systems; your VA accesses it remotely, under your control.

8.4 Your VA will use only AI tools you approve and will not enter your personal or confidential data into public AI tools. You are responsible for the security of your own systems, accounts, access permissions, multi-factor authentication and backups. We are not liable for loss caused by your own systems or credentials.

Liability

9.1 Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be limited or excluded.

9.2 Subject to clause 9.1, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, business, goodwill or data. This does not limit your obligation to pay fees and charges, or your liability for breach of clause 5.

9.3 Subject to clause 9.1, our total liability under or in connection with this Agreement, whether in contract, negligence or otherwise, is limited to the fees you paid us in the 12 months before the event giving rise to the claim.

9.4 You will reimburse us for claims, losses and costs arising from your breach of data protection law, materials you provide, or our acting on your instructions where those instructions were unlawful and we did not know this, except to the extent caused by our own negligence or breach.

9.5 All terms implied by law are excluded to the extent permitted, except as expressly set out in this Agreement.

General

10.1 Entire agreement and changes. This Agreement is the entire agreement between us about the Services. Any change must be in writing and approved by a director of Ant Assist; no other person at Ant Assist may vary these terms. Special terms in the Schedule cannot override clauses 5 to 9.

10.2 Status. Each party is an independent contractor. Nothing in this Agreement creates an employment relationship between you and our Personnel, or a partnership or agency between us.

10.3 Compliance. You confirm you are not subject to sanctions or convicted of bribery, fraud, modern slavery or tax evasion offences; if this stops being true we may end this Agreement immediately.

10.4 Notices and signature. Notices may be given by email to the addresses in the Schedule. This Agreement may be signed electronically and in counterparts; signing the Schedule signs this Agreement.

10.5 Transfer. You may not transfer this Agreement without our written consent, which we will not unreasonably withhold. We may transfer it to a group company or a successor to our business, and may subcontract delivery while remaining responsible to you.

10.6 Events outside control. Except for payment obligations, neither party is liable for delay caused by events outside its reasonable control. If a delay lasts more than 60 days, the other party may end this Agreement on written notice.

10.7 Other terms. A delay in enforcing a right does not waive it. If any provision is found unenforceable, the rest continues in force. No third party may enforce this Agreement.

10.8 Disputes. Please raise any complaint with us in writing. We will acknowledge it within five working days and escalate it to a director if needed. Both parties will try in good faith to resolve a dispute within 30 days before starting court proceedings, except where urgent relief is needed.

10.9 Law. This Agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Data Processing Annex

Forms part of the Client Service Agreement.

1 Definitions. "Data Protection Law" means the UK GDPR, the Data Protection Act 2018 and related UK law. "Client Personal Data" means personal data our Personnel access in performing the Services.

2 Roles. You are the controller and we are the processor of Client Personal Data. Our Personnel work inside your systems under your data protection policies and instructions. You are responsible for having a lawful basis for the processing, giving privacy information to individuals (including about the location of processing), carrying out any required impact assessment, making sure your instructions are lawful, and controlling access to your own systems.

3 Our obligations. We will:

(a) process Client Personal Data only on your documented instructions (this Agreement and your written instructions), unless the law requires otherwise, and tell you if we believe an instruction breaks Data Protection Law;

(b) maintain the security measures in paragraph 9;

(c) ensure all Personnel with access are bound by written confidentiality and data protection obligations, are trained, have least-privilege access, and lose access promptly when their assignment ends;

(d) notify you of any personal data breach affecting Client Personal Data without undue delay and within 48 hours of becoming aware of it, and help you contain it. You are responsible for any notification to the ICO or to individuals;

(e) pass on any request from an individual within three working days, not respond except on your instructions, and assist you, at your cost, with such requests, security, breach notification and impact assessments;

(f) provide information reasonably needed to show our compliance, and allow one audit a year on 30 days' notice, during business hours, subject to confidentiality and at your cost; and

(g) on termination, at your written choice, return or securely delete Client Personal Data within 30 days, unless the law requires us to keep it.

4 Location. You authorise our Personnel to access Client Personal Data remotely from our managed offices in Egypt. The data stays in your own systems, under your control, and you decide what your VA can access. We will not process Client Personal Data in any other country outside the UK and EEA without your written authorisation.

5 Sub-processors. You authorise us to use our hosting, communications and security providers in the UK or EEA. A current list is available on request. Each sub-processor is bound by written terms no less protective than this Annex, and we remain responsible for them. We will give you 30 days' notice of any new sub-processor. You may object on reasonable data protection grounds; if we cannot resolve your objection, you may end the affected Services on written notice.

6 Restricted data. You will not ask us to process special category data, criminal offence data, children's data or payment card data unless we have agreed this in writing in advance. Where we agree, you remain responsible as controller for the lawful basis and for limiting the data to what is necessary.

7 Liability. Each party is responsible for its own compliance and for any fine imposed on it for its own acts or omissions. Our liability under this Annex is subject to clause 9 of the Agreement.

8 Particulars of processing.

Subject matter and duration

Processing needed to deliver the Services, for the term of the Agreement and the return or deletion period in paragraph 3(g).

Nature and purpose

Handling data to provide administrative and business support, including diary and email management, customer service, CRM, research, document production, bookkeeping support and the other services in the Schedule.

Types of personal data

Names, contact details, job titles, correspondence, calendar data, customer, supplier and employee records, booking and invoicing records, and system credentials you issue.

Data subjects

Your employees and representatives, customers and prospects, suppliers and contractors, and others who correspond with you.

Location

Storage: your systems, the UK or the EEA. Access: the UK and Egypt.

9 Security measures. (1) Access limited to named Personnel on a least-privilege basis and revoked promptly when an assignment ends. (2) Multi-factor authentication and no shared credentials. (3) Work only from our managed offices, on Ant Assist-provided and secured devices, never home or personal devices; remote access to your systems with no local storage except where unavoidable; no client data entered into public AI tools. (4) Personnel identity-verified and bound by lasting written confidentiality obligations. (5) A documented incident response procedure. (6) Written data protection and confidentiality obligations binding everyone involved in delivering the Services.