ibLE - Client Terms & Conditions

Client Terms & Conditions

1. DEFINITIONS

In these Conditions, references to “we”, “us” and “our” are references to Ible Limited, , and references to “you” are to you, the Client (as specified in the Services Form).

In these Conditions, the following definitions apply:

Agreement: these Terms & Conditions represent a contract between us for business or personal support services on the terms set out below and in full constituent our Agreement.
Fees: £40 per hour +VAT and time is billed in 5 minute increments.
Expenses: Any expenses incurred by your Ible expert in the course of any work they do for you. This includes but is not exclusive to:
- travel costs to attend meetings or join you at events, in your office, at your home etc
- travel to run any errands/tasks
- any extra cost outlays they make on your behalf in relation any purchases or services
Force Majeure Event: any event beyond a party’s reasonable control and which could not have been foreseen, or was otherwise not reasonably avoidable.
Named User: as set out in your online profile.
Personnel: employees, agents or consultants.
Services: personal assistant services, concierge services, requested tasks.
Start Date: from submission of your online request and registration fee.
VAT: value added tax chargeable under English law for the time being and any similar additional tax.
Ible Expert: any contracted worked allocated to you, the Client, and providing Services.

The parties acknowledge and agree that this Agreement is binding.

This Agreement, a counterpart, consent, notice or communication under this agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.

2. LEGALLY BINDING AGREEMENT

When these Terms & Conditions are agreed to, they form a legally binding contract between us.

This Agreement constitutes the entire agreement between you, the Client, and Ible Limited, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement. Nothing in this clause shall limit or exclude any liability for fraud.

Any changes to these terms & conditions must be agreed in writing and signed by both of you, the Client and Ible Limited.

You acknowledge that our provision of the Services to you is on a non-exclusive basis and does not prohibit us or our contractors from providing our/their services to third parties, provided that we shall not do so in a manner that would impair our ability to deliver the Services in accordance with this Agreement.

3. HOW WE WORK

Subject to timely payment of the Fees, from the Start Date, we shall use our reasonable endeavours to carry out the Services in all material respects.

Whilst the majority of our Ible Experts keep normal working hours (9am - 5pm), your Ible Expert or Experts can dictates their working hours and are not obliged to keep any set hours. You agree and understand that these hours may differ from the above stated normal business hours and that your Ible Expert can work to their chosen hours.

You acknowledge that we are entitled to act on instructions received from a Named User as if they were instructions received directly from you.

Whilst we would endeavour to maintain open communications with you regarding your Ible Expert, you agree to allow us to change your dedicated Ible Expert at any time, without prior notice or without giving reason.

You agree to:

Give us or your Ible Expert a clear brief and open communications in connection with the Services; and
Co-operate as regards our provision of the Services. You agree to help us by promptly making available accurate information that is necessary for the provision of the Services. We shall not be liable for any delay in carrying out the Services to the extent caused by a Force Majeure Event or your failure to provide us with requested information necessary for the provision of the Services in a timely fashion.
We reserve the right to reject any work which we believe to be unlawful or immoral.
If our performance of our obligations under this Agreement is prevented or delayed by any act or omission on your behalf or on behalf of your agents, subcontractors, consultants or employees, we shall not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.
You shall be liable to pay us, on demand, all reasonable costs, charges or losses sustained or incurred by us (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from the your fraud, negligence, failure to perform or delay in the performance of any of your obligations under this Agreement, subject to us confirming such costs, charges and losses to you in writing.
You shall not, without our prior written consent, at any time from the date of this Agreement until the expiry of 12 months after its expiry or termination, solicit or entice away from us or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of us for the delivery of the Services.
Any consent given by us in accordance with clause 3.8 shall be subject to you paying to us a minimum sum of £8,000 or, if higher, 50% of the annual remuneration to be paid by you to that employee, consultant or subcontractor.

4. FEES

In consideration of our provision of the Services, you shall pay us the Fees and any incurred Expenses.

Unless otherwise agreed in writing, you shall pay us automatically via our Stripe payment vehicle set up to collect monthly payments from you for Services delivered in arrears.

It should be very clear that if Stripe automatically payment should fail, or your payment method be declined, you agree to make payment via bank transfer or credit card upon upon receipt of an electronic invoice.

You agree that you are obliged to pay the amount for the tasks logged on our Ible platform by your Ible Expert(s).

Our charges for the Services are based on the number of hours that your PA has put in for you charged at the rate agreed in Fees.

All fees quoted are exclusive of VAT and if any payment pursuant to this Agreement constitutes part or all of a taxable supply, we may increase that payment for any applicable VAT.

You shall pay all amounts due under this Agreement in pounds sterling and without any deduction or withholding except as required by law and you shall not be entitled to assert any deduction, discount, abatement, credit, set-off, or counterclaim against us. We may at any time, without limiting any other rights or remedies we may have, set off any amount owing to us by you against any amount payable by us to you.

Time of payment is of the essence. Without prejudice to any other right or remedy that we may have, if you fail to pay us the Fees by any relevant due date:

we are entitled to charge you interest on the overdue amount at the rate of 10% per annum above Barclay's base lending rate time, such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount (and we may also charge additional administration costs), whether before or after judgment.
we may suspend all further implementation of the Services and/or terminate this Agreement and/or terminate any other agreements governed by these Conditions that we have with you;
we can require immediate payment in full of all other amounts owed by you to us (whether or not such amounts have otherwise fallen due for payment).

All sums payable to us under this Agreement shall become due immediately on its expiry or termination, despite any other provision. This clause is without prejudice to any right to claim for interest under the law, or any such right under this Agreement.

5. DATA PROTECTION

We are a business which provides various business services to its clients. Through giving your personal details to us through this online registration form or via our website we will collect your personal data (including sensitive personal data) in order to provide these services – in doing so, the Company acts as a data controller.

We must have a legal basis for processing your personal data. For the purposes of providing you with our Services we will only use your personal data in accordance with the terms of the following statement.

5.1 Collection and use of personal data
We will collect your personal data (which may include sensitive personal data) and will process your personal data for the purposes of providing you with personal assistant services. The legal bases we rely upon to offer these services to you are:

Consent
Legal obligation
Contractual obligation

5.2 Recipient/s of data
We will process your personal data and/or sensitive personal data only with their personal assistants once agreed by you.

5.3 Statutory/contractual requirement
Your personal data is not required as part of a statutory and/or contractual requirement, and/or a requirement necessary to enter into a contract.

5.4 Overseas Transfers
We may transfer only the information you provide to us to countries outside the European Economic Area (‘EEA’) for the purposes of providing you with personal assistant services if you require these services outside the EEA. We will take steps to ensure adequate protections are in place to ensure the security of your information. The EEA comprises the EU member states plus Norway, Iceland and Liechtenstein.

5.5 Data retention
We will retain your personal data only for as long as is necessary. Different laws require us to keep different data for different periods of time.

Where the Company has obtained your consent to process your personal and sensitive personal data, we will do so in line with our retention policy. Upon expiry of that period the Company will seek further consent from you. Where consent is not granted the Company will cease to process your personal and sensitive personal data.

5.6 Your rights
Please be aware that you have the following data protection rights:

The right to be informed about the personal data the we processes on you;
The right of access to the personal data we processes on you;
The right to rectification of your personal data;
The right to erasure of your personal data in certain circumstances;
The right to restrict processing of your personal data;
The right to data portability in certain circumstances;
The right to object to the processing of your personal data that was based on a public or legitimate interest;
The right not to be subjected to automated decision making and profiling; and
The right to withdraw consent at any time.
Where you have consented to the Company processing your personal data and sensitive personal data you have the right to withdraw that consent at any time by hello@ible-it.com

6. CONFIDENTIALITY

Except to the extent set out in this clause, or where disclosure is expressly permitted elsewhere in these terms and conditions, we shall:

treat all confidential information that we hold in relation to you as confidential applying the same security measures and degree of care to the confidential information as we apply to our own confidential information; and
not disclose your confidential information to any other person without your prior written request.

Clause 6.1 shall not apply to the extent that:

such information is or becomes generally available to the public (other than as a result of its disclosure by us or our representatives in breach of these terms and conditions agreement), or;
was available to us on a non‐confidential basis prior to disclosure by your; or
was, is or becomes available to us on a non‐confidential basis from a person who, to our knowledge, is not bound by a confidentiality agreement with you or otherwise prohibited from disclosing the information to us;
was lawfully in our possession before the information was disclosed by you as evidenced by written records; or
the parties agree in writing is not confidential or may be disclosed.

We may only disclose your confidential information to our Personnel who are directly involved in the provision of the Services and who need to know the information. We shall ensure that such Personnel are aware of, and comply with, these confidentiality obligations.

We shall not, use any of your confidential information received otherwise than for the purposes of these terms and conditions.

We may disclose the confidential information only to the extent required by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent we are legally permitted to do so, we give you as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause, it takes into account your reasonable requests in relation to the content of such disclosure.

7. NON-SOLICITATION & NON-COMPETE

Following acceptance by you, the Client, of this Agreement, you must not directly or indirectly carry on or be (i) interested in any capacity; or (ii) employed or engaged in any capacity, in any business or activity that is in direct competition with the Company. Each restraint contained in this clause constitutes a separate and independent provision, severable from the other restraints. Any unenforceability of a provisions shall not affect any other restraint. The Client acknowledges and agrees that each of the restraints are reasonable in scope and duration, and is reasonably necessary to protect the goodwill and legitimate business interests of the Company.

8. LIMITATION OF LIABILITY – PLEASE READ THIS CLAUSE CAREFULLY

Nothing in this Agreement limits or excludes our liability for:

death or personal injury caused by our negligence; or
fraud or fraudulent misrepresentation.

We shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement for: loss of profits; loss of sales or business and/or business opportunity; loss of agreements or contracts; loss of anticipated savings; loss of or damage to goodwill; loss of use or corruption of software, data or information; any indirect or consequential loss.

Our total liability to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to our costs and expenses incurred by you in obtaining replacement services of similar description and quality.

Our liability for damage to your property (and any person to whom you make available the Services) shall be limited to the Fees payable by you under the Agreement in the previous year (exclusive of VAT).

9. TERMINATION

Either of us is free to terminate this Agreement at any time, via written notice and for any reason.

If you become subject to any of the events listed in clause 8, or we reasonably believe that you are about to become subject to any of them and we notify you accordingly, then, without limiting any other right or remedy available to us, we may terminate the Agreement and/or and all outstanding Fees shall become immediately due.

For the purposes of clause 8, the relevant events are:

you fail to pay any amount due under this Agreement on the due date for payment and remain in default not less than 14 days after being notified in writing to make such payment; or
you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business; or
an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over you; or
you are the subject of any bankruptcy petition or order;
you suspend or threaten to suspend, payment of your debts or you are unable to or admit inability to pay your debts as they fall due within the meaning of section 123 Insolvency Act 1986 or a liquidator is appointed in respect of you;
any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which you are subject that has an effect equivalent or similar to any of the events mentioned in clause 8 inclusive.

10. CONSEQUENCES OF TERMINATION

On termination or expiry of this Agreement:

you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of all work done by us but for which no invoice has been submitted, we may submit an invoice, which shall be payable immediately on receipt;
we will immediately on request, delete all sensitive and confidential information that we hold about you on our systems or otherwise treat such information in accordance with your reasonable request, at your cost;
the following clauses shall continue in force: clause, clause 6 (Confidentiality), clause 7 (Limitation of liability), this clause 10 (Consequences of termination) and clause 12 (Governing law and jurisdiction).

Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

11. MISCELLANEOUS

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

We have the right to vary these Conditions from time to time and will notify you in writing in advance one (1) month prior to such variation. Upon receiving a notice of variation of these Conditions, should you wish to do so, you may terminate this Agreement in line with clause 8.

Any notice or other communication given to a party under or in connection with the Agreement shall be in writing, addressed to Ible Limited or such other address as may have been specified in writing. Notices served by email shall be deemed delivered at 9am on the working day after transmission. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

This Agreement is personal to you and you may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

This Agreement explicitly covers both the named individual of you, the Client and any company they may work for.

We may at any time assign, transfer, mortgage, charge or deal in any other manner with any or all of our rights and obligations under this Agreement.

Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

Each party confirms it is acting on its own behalf and not for the benefit of any other person.

No one other than a party to this Agreement shall have any right to enforce any of its terms.

12. GOVERNING LAW AND JURISDICTION

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).