Terms and Conditions

These terms and conditions apply to the order by the Client and supply of Services (defined below) by PA2GO to the Client, including the use of this Website. They apply to the exclusion of any other terms, which you seek to impose or incorporate, or which are implied through trade custom, practice or course of dealing.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and we each irrevocably agree to submitall disputes arising out of or in connection with these Terms, to the exclusive jurisdiction of the English courts.

These Terms and the Contract are made only in the English language.

1. DEFINITIONS

  • 1.1 “Client” means the organisation that buys or agrees to buy the Services from the Supplier;
  • 1.2 “Contract” means the contract between PA2GO and the Client for the provision of Services incorporating these Terms, the Specification and any special terms expressly agreed in writing by the Supplier;
  • 1.3 Data Protection Legislation; the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications)
  • 1.4 “Services” means the services that the Client agrees to buy from the Supplier;
  • 1.5 “Specification” means the order request detailed by the Client outlining to the Supplier their request for Services.
  • 1.6 “Supplier” means PA2GOas the trading business in England and Wales with the main office at The Black Barn, Fox and Pheasant Centre, Colchester Road, Essex CO6 2PS.
  • 1.7 “Terms” means these terms and conditions for the provision of Services set out in the Contract;
  • 1.8 “Order Confirmation” has the meaning given to it in clause 3.4.
  • 1.9 UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
  • 1.10 “Website” means www.PA2GO.co.uk

2. CONDITIONS

  • 2.1 These Terms shall apply to all Contracts for the provision of Services by the Supplier to the Client, and shall prevail over any other documentation or communication from the Client. The Contract is the entire agreement between the Supplier and the Client in relation to its subject matter. The Client acknowledges that the Client has not relied on any statement, promise, representation, assurance, or warranty that is not set out in the Contract.
  • 2.2 Any variation to the Contract shall only have effect if it is in writing and signed by the Supplier (or the Suppliers authorised representative).
  • 2.3 Any complaints should be addressed to the Supplier’s address, listed above, by email at wesley@bizlaunch.co.uk.
  • 2.4 Nothing in these Terms shall be taken to confer any rights under the Contracts (Rights of Third Parties) Act 1999, and no other person has any rights to enforce any of the Terms.

3. CLIENTOBLIGATIONS

3.1 The Client shall;

  • 3.1.1 Provide the Supplier with all accurate and up to date information and materials required for the Supplier to perform the Services, and shall co-operate with the Supplier in all matters relating to the Services;
  • 3.1.2 Ensure that all information supplied to and held by the Supplier is up to date and correct and that the Supplier has the correct contact details for the Client at all times during the term of the Contract;
  • 3.1.3 Provide the Supplier and its employees all relevant information relating to health and safety at their premises, where appropriate or requested;
  • 3.1.4 Provide the Supplier and the Suppliers employees, agents, consultants and subcontractors with access to the Clients premises, office and other facilities as may be reasonably required; and
  • 3.1.5 3.1.5. Not use any trademarks, names, logos, materials, address or copyrights of the Supplier without written authorisation to do so.

3.2. If the Suppliers ability to perform the Services is prevented or delayed by any failure by the Client to fulfil any obligation listed in Clause 4.1 (Client Default):

  • 3.2.1 The Supplier shall be entitled to suspend performance of the Services until the Client has remedied the Client Default, and to rely on the Client Default to relieve the Supplier from the performance of the Services, in each case to the extent the Client Default prevents or delays performance of the Services. In certain circumstances the Client Default may entitle the Supplier to terminate the Contract under clause 8;
  • 3.2.2 The Client shall not be responsible for any costs or losses sustained or incur arising directly or indirectly from the Suppliers failure or delay to perform the Services; and
  • 3.2.3 It will be the Client’s responsibility to reimburse the Supplier on written demand for any costs or losses the Supplier sustains or incurs arising directly or indirectly from the ClientsDefault.

4. ORDERING

  • 4.1 All orders for Services shall be deemed to be an offer by the Client to purchase Services pursuant to these Terms and are subject to acceptance by the Supplier. The Supplier may choose not to accept an order for any reason.
  • 4.2 Placing the Clients order. Please follow the onscreen prompts to place the Clients order. The Client may only submit an order using the method set out on the Website. Each order is an offer by the Client to buy the Services specified in the order (Services) subject to these Terms.
  • 4.3 Correcting input errors. The order process allows the Client to check and amend any errors before submitting the Client’s order to the Supplier. Please check the order carefully before confirming it. The Client is responsible for ensuring that the order and any Specification submitted by the Client is complete and accurate.
  • 4.4 Acknowledging receipt of your order. After the Client has placed the order, the Client will receive an email from the Supplier acknowledging that the Supplier has received it, but please note that this does not mean that the order has been accepted. The acceptance of the order will take place as described in Clause 4.5.
  • 4.5 Accepting your order. Acceptance of the order takes place when the Supplier sends an email to the Client to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between the Client and the Supplier will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.

5. SERVICES

5.1 LIVE CHAT

  • 5.1.1 It is the Client’s responsibility to ensure that any technical instructions provided by Supplier are adhered to, which can include but not limited to; adding live chat code to a Client’s website or providing access to third party software which will enable the Supplier to receive communications from our Client’s visitors via the live chat communications platform. The Supplier shall not be liable for any loss, damages or liabilities, whicharise as a result of the use of such third party software. The use of any third party software shall be governed by such third party terms and conditions.
  • 5.1.2 It is the Client’s responsibility to ensure that all means required to receive communications is fully operational.
  • 5.1.3 All information provided through live chat will be treated as strictly confidential and will not be disclosed to any person, except to such of the Client’s directors, employees, contractors and consultants as the Client may notify the Supplier from time to time, in the usual course of business.
  • 5.1.4 The Supplier may record live chat messages and/or monitor them, for training purposes. Any personal data contained therein shall be processed in accordance with clause 12.

5.2 TELEPHONE ANSWERING

  • 5.2.1 The Client will not divert any additional numbers to the Suppliers provided telephone number, other than the number specified in the Specification, breach of this clause may result in the Suppliers right to terminate the Contract forthwith without any notice to the Client.
  • 5.2.2 Monthly subscription charges apply to telephone answering Services. Such fees are set out on the Website and are subject to change. Charge changes shall not take place within contracted periods but may update upon renewal.

5.3 CALL DIVERSION

5.4 Call diversion shall require the Client to ensure that the appropriate steps are taken by the Client’s phone service provider to divert traffic from the Client’s number to the appropriate Supplier provided number. Supplier shall not be responsible for any missed traffic or failure by the Client’s phone service provider to set up the diversion correctly.

5.5 PA SERVICES

  • 5.5.1 The Supplier will provide access to qualified and experienced virtual personal assistants (“PA”) who shall assist the Client in their day-to-day business tasks. Client shall only use the PA for business related management tasks.
  • 5.5.2 The Client is responsible for ensuring that all relevant and required information is provided to the PA in order for the Services to be carried out successfully.
  • 5.5.3 Information provided to the PA shall be treated as strictly confidential and shall be destroyed upon termination of Services unless otherwise requested to be kept.

5.6 DIARY MANAGEMENT

  • 5.6.1 The Supplier shall provide a Service, which requires access to the Client’s diary and planners. The Supplier shall engage on behalf of the Client to ensure that the diary is maintained and managed accordingly.
  • 5.6.2 The Client is responsible for updating the Supplier in relation to changes, which cannot beof access view by the Supplier. Supplier shall not be responsible where access or relevant information is withheld or denied.
  • 5.6.3 The Client understands and agrees that all information provided to the Supplier under this Service shall be deemed strictly confidential.

6. PRICE AND PAYMENT

  • 6.1 The Supplier shall provide the relevant, appropriately trained staff to provide this virtual service. The Supplier does not guarantee lead generation success or business opportunities.
  • 6.2 The Client understands that they are responsible for providing any literature required by the Supplier for the running of this Service and to provide any access as may be necessary to set the Service up.
  • 6.3 The Supplier shall perform the Services with reasonable skill and care. However, the Supplier does not guarantee that the Services will be uninterrupted, secure or error-free or that any data generated, stored, transmitted or used via or in connection with the Services will be complete, accurate, secure, up to date, received or delivered correctly or at all.

7. PRICE AND PAYMENT

  • 7.1 The price of the Services shall be that stipulated at the time of purchase, or may be customised to the Client’s needs by agreement between the Supplier and the Client. If the Client changes the scope of the Services to be provided after the order is accepted and the Supplier agrees to such change, the Supplier shall modify any charges accordingly.
  • 7.2 Payment plans are available on the Website and are subject to change in line with market rates.
  • 7.3 Unless otherwise agreed in writing by the Supplier all sums due to Supplier under the Contract, shall be payable within 30 days of receipt of the Supplier’s invoice.
  • 7.4 Where applicable, if any payment is not paid on time or any payment is rejected or refused, the amount owing will be treated as overdue and the Supplier will be entitled immediately to cease or suspend the provision of the relevant Service until payment has been received.
  • 7.5 Where applicable, the Supplier shall be entitled to charge interest daily on overdue invoices from the date when payment becomes due until the date of payment at a rate of 8% per annum above the base rate of HSBC bank from time to time in force.
  • 7.6 All charges under the Contract shall be subject to VAT at the prevailing rate.
  • 7.7 The Supplier reserves the right to refer unpaid and overdue invoices to an accredited debt collector of the Supplier’s choosing, which may incur additional fees.
    • 7.7.1 Service fees will be taken at the beginning of the monthly period. The Client’s service subscription(s) will automatically renew each month or following 100% usage of the Client’s subscription (whichever date is earlier) unless Client gives written notice to terminate in accordance with clause 7 below.
  • 7.8 Fees for additional work requested by the Client are due prior to any additional work commencing and can be made via electronically to the details provided by the Supplier upon request
  • 7.9 Refunds are available solely at the discretion of the Supplier.

8. TERMINATION

  • 8.1 The Services shall continue from the Commencement Date indefinitely unless and until terminated in accordance with clauses 8.2, 8.5 or 8.6.
  • 8.2 Client may terminate this agreement (as regards some or all of the Services) for any reason by providing 60 days written notice.
  • 8.3 Any payments due until the date of termination following cancellation shall remain payable.
  • 8.4 Should the Client terminate the Services, account information will be required for account security purposes. After the end of the Paid-for Period, the Client will have no further access to the account and all data relating to the Client may be deleted within one month.
  • 8.5 Either party may terminate this Contract(as regards some or all of the Services) or suspend some or all of the Services immediately on written notice if the other partybreaches any term of this Contract, and any payment due remains payable and, if already paid, will be non-refundable.
  • 8.6 Either party may terminate this Contract (as regards some or all of the Services) or suspend some or all of the Services should the other party become financially insolvent.
  • 8.7 The Client may not use the Supplier’s service to arrange or carry on any illegal or immoral activity.
  • 8.8 The Client agrees that the Supplier is not a recruitment agency or introducer and does not search or specifically select staff or third parties on behalf of the Client and therefore relevant recruitment agency laws and regulations do not apply to the Supplier.

9. TUPE:

  • 9.1 “Both parties confirm that as far as they are aware, no employees will transfer under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended and/or replaced from time to time) (TUPE”) in connection with this Contract.
  • 9.2 Accordingly, without prejudice to any other right or remedy the Client may have, the Supplier agrees to indemnify and keep indemnified the Client against any and all actions, awards, costs, claims, damages, losses (including without limitation any direct losses or indirect consequential losses), remuneration payments, income tax, national insurance contributions, redundancy payments, unfair dismissal payments, demands, expenses, judgments, settlements, penalties and proceedings and any other losses and/or liabilities and increased administration and professional and legal costs on a full indemnity basis suffered by the Client (without set-off, counterclaim and/or reduction) and arising out of or in connection with any transfer under TUPE to the Client (or to any replacement supplier of the Client) of any employees of the Supplier (and transfer under TUPE to the Client of any of the Supplier’s sub-contractors’ employees) which is due to any termination of this agreement caused by the Suppliers breach.
  • 9.3 Accordingly, without prejudice to any other right or remedy the Supplier may have, the Client agrees to indemnify and keep indemnified the Supplier against any and all actions, awards, costs, claims, damages, losses (including without limitation any direct losses or indirect consequential losses), remuneration payments, income tax, national insurance contributions, redundancy payments, unfair dismissal payments, demands, expenses, judgments, settlements, penalties and proceedings and any other losses and/or liabilities and increased administration and professional and legal costs on a full indemnity basis suffered by the Supplier (without set-off, counterclaim and/or reduction) and arising out of or in connection with any transfer under TUPE to the Client (or to any replacement supplier of the Client) of any employees of the Supplier (and transfer under TUPE to the Client of any of the Supplier’s sub-contractors’ employees) which is due to (i) the commencement of this Contract; (ii) any termination of this Contract caused by the Client’s termination for convenience; or (iii) the Clients breach.

10. RIGHTS OF SUPPLIER

  • 10.1 The Supplier reserves the right to periodically update any prices shown on the Website, which cannot be guaranteed for any period of time. The Supplier shall make every effort to ensure any prices shown are correct at the point at which the Client places an order.
  • 10.2 If the Supplier updates the price paid by an existing Client, notice shall be provided to the email address held on record for the account no less than one full month prior to the change taking effect.
  • 10.3 The Supplier reserves the right to withdraw the Services from the Website at any time.
  • 10.4 The Supplier shall not be liable to anyone for withdrawing the Services from the Website or for refusing to process an order.
  • 10.5 Appropriate Use The Client agrees that it will not use the Services for any matter, which in the reasonable opinion of the Supplier constitutes any improper, immoral or illegal purpose and confirms that such use constitutes grounds for immediate termination of the Services by Supplier.

11. LIMITATION OF LIABILITY

  • 11.1 Subject to clause 11.5, In the event of any breach of these Terms by the Supplier the remedies of the Client shall be limited to damages, which shall in no circumstances exceed the regular monthly subscription price of the Services paid by the Client in the preceding 3 months and the Supplier shall under no circumstances be liable for any indirect, incidental or consequential loss or damage whatever.
  • 11.2 To the extent permitted by law, the Supplier shall not be liable to the Client save as expressly provided for in these Terms and shall have no other obligations, duties or liabilities whatsoever in contract, tort or otherwise to the Client, specifically:

    11.2.1 The Supplier will not be responsible for any damages the Client’s business may suffer.

    11.2.2 The Supplier makes no warranties of any kind, expressed or implied for the services provided.

    11.2.3 The Supplier disclaims any warranty, merchantability, or fitness for a particular purpose.

    11.2.4 The Supplier is not responsible for any loss of data resulting from delays, non-deliveries, wrong delivery, and any/all service interruptions caused by The Supplier and its employees. The Supplier cannot guarantee that the service will be uninterrupted or error-free, or meet the Client’s requirements.

  • 11.3 This clause 11 sets out the entire financial liability of Supplier (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Client in respect of:

    11.3.1.1 any breach of the Contract including any deliberate personal repudiatory breach or any deliberate breach of the Contract by Supplier, or its employees, agents or subcontractors;

    11.3.1.2 any use made by the Client of the Services, or the equipment that has been supplied to the Client under the terms of the Contract or any part of them; and

    11.3.1.3 any representation, statement or tortuous act or omission (including negligence) arising under or in connection with the Contract.

  • 11.4 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
  • 11.5 Nothing in these Conditions limits or excludes the liability of Supplier:

    11.5.1 for death or personal injury resulting from negligence; or

    11.5.2 for any damage or liability incurredas a result of fraud or fraudulent misrepresentation;

    11.5.3 the Supplier shall not be liable for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss of information or any special, indirect, consequential or economic loss, costs, damages, charges or expenses.

  • 11.6 Supplier shall not be liable for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss of information or any special, indirect, consequential or economic loss, costs, damages, charges or expenses.

12. DATA PROTECTION/GDPR

  • 12.1 12.1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 12 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
  • 12.212.2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the controller and the Supplier is the processor. Schedule 1 sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of personal data and categories of data subject
  • 12.312.3. Without prejudice to the generality of Clause 12.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of the Contract.
  • 12.4 12.4. Without prejudice to the generality of Clause 12.1, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under this agreement:
    • 12.4.1. process that personal data only on the documented written instructions of the Client unless the Supplier is required by applicable law to otherwise process that personal data. Where the Supplier is relying on the laws of a member of the European Union or European Union law as the basis for processing personal data, the Supplier shall promptly notify the Client of this before performing the processing required by the applicable law unless the applicable law prohibits the Supplier from so notifying the Client;
    • 12.4.2. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Client, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
    • 12.4.3. ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
    • 12.4.4. not transfer any personal data outside of the European Economic Area unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:
    • 12.4.5. the Client or the Supplier has provided appropriate safeguards in relation to the transfer;
    • 12.4.6. the data subject has enforceable rights and effective legal remedies;
    • 12.4.7. the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
    • 12.4.8. the Supplier complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the personal data;
    • 12.4.9. assist the Client, at the Clients cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
    • 12.4.10. notify the Client without undue delay on becoming aware of a personal data breach;
    • 12.4.11. at the written direction of the Client, delete or return personal data and copies thereof to the Client on termination of the Contract unless required by applicable law to store the personal data; and
    • 12.4.12. maintain complete and accurate records and information to demonstrate its compliance with this Clause 12
    • 12.4.13. The Client consents to the Supplier appointing such third party processors as identified in the Suppliers privacy policy from time to time as a third party processors of Personal Data under this agreement. The Supplier confirms that it has entered or (as the case may be) will enter with the third party processor into a written agreement [substantially on that third party's standard terms of business and in either case which the Supplier confirms reflect and will continue to reflect the requirements of the Data Protection Legislation.
    • 12.4.14. As between the Client and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third party processor appointed by it pursuant to this Clause 12.
    • 12.4.15. Either party may, at any time on not less than 30 days' notice, revise this Clause 12 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this Contract).
  • 12.5 The Client acknowledges that calls may be monitored or recorded for training purposes.

13. INTELLECTUAL PROPERTY RIGHTS

  • 13.1 All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by the Client) will be owned by the Supplier.
  • 13.2 The Supplier grants to the Client a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the deliverables specified in the order (excluding materials provided you) for the purpose of receiving and using the Services and such deliverables in your business. The Client may not sub-license, assign or otherwise transfer the rights granted in this Clause 13.2.
  • 13.3 The Client shall grant to the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to the Client.

14. CONFIDENTIALITY

  • 14.1 The Supplier undertakes that at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the Client’s business, affairs, customers, clients or suppliers, except as permitted by Clause 14.2.
  • 14.2 The Supplier may disclose the other's confidential information:
  • 14.3 to respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out the Suppliers respective obligations under the Contract. The Supplier shall ensure that such employees, officers, representatives, subcontractors or advisers comply with this Clause 14; and
  • 14.4 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  • 14.4 The Supplier may only use the Client’s confidential information for the purpose of fulfilling respective obligations under the Contract.

15. WAIVER

  • 15.1 No waiver by the Supplier (whether express or implied) in enforcing any of its rights under the Contract shall prejudice its rights to do so in the future.

16. FORCE MAJEURE

  • 16.1 The Supplier shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, flood or failure of any communications, telecommunications or computer system, and the Supplier shall be entitled to a reasonable extension of its obligations.

17. SEVERANCE

  • 17.1 If any term or provision of these Terms is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms had been agreed with the invalid illegal or unenforceable provision eliminated.

18. CHANGES TO TERMS AND CONDITIONS

  • 18.1 The Supplier shall be entitled to alter these Terms and Conditions at any time, subject to written agreement of the Client, which shall not be unreasonably withheld or delayed.