Terms of Service

1. This agreement

These Terms of Service (“Terms”) govern your use of clerkly.us (the “Site”) and any services provided by Clerkly (“Clerkly”, “we”, “us”, “I”). By using the Site, or by engaging Clerkly for services, you (“you”, the “Client”) agree to these Terms.

Where a signed proposal, statement of work or separate written agreement exists between us, that document takes precedence over these Terms to the extent of any conflict.

2. Services

Clerkly provides remote business support services, which may include virtual assistance and administrative support, web development and design, customer support, e-commerce operations, content and social media production, and bookkeeping support. The specific services to be provided are those set out in your proposal or agreed in writing.

Clerkly is an independent contractor, not an employee, partner, agent or joint venturer of the Client. Nothing in these Terms creates an employment relationship or gives either party authority to bind the other.

What Clerkly does not provide: legal advice, tax advice, accounting opinions, financial or investment advice, medical advice, or any service requiring a professional licence. Bookkeeping support means preparing and maintaining records — it does not include filing returns or advising on tax treatment. You should engage an appropriately qualified professional for those matters.

3. Proposals & scope

Before work begins, Clerkly will provide a written proposal describing the scope, deliverables, hours or fee, and expected timeline. Work starts once you accept the proposal in writing (email is sufficient) and, where applicable, the deposit is paid.

Proposals are valid for 30 days from the date issued unless stated otherwise.

Changes to scope. If you request work outside the agreed scope, Clerkly will tell you before starting it and confirm the additional time or cost. Out-of-scope work is never performed or billed without your written approval.

4. Fees & invoicing

All fees are quoted and payable in United States dollars (USD).

• Hourly work is invoiced at the end of each calendar month for hours worked, subject to any stated minimum.
• Retainers are invoiced in advance, on or around the first working day of each month.
• Fixed-price projects are invoiced 50% on acceptance of the proposal and 50% on delivery, unless agreed otherwise.

Invoices are payable within seven (7) days of the invoice date. Accepted payment methods are stated on the invoice.

Late payment. Invoices unpaid after 14 days may incur a late fee of 1.5% per month on the outstanding balance, or the maximum permitted by applicable law if lower. Clerkly may suspend work on any account more than 14 days overdue, after giving written notice. Suspension does not relieve you of the obligation to pay amounts already due.

Taxes. Fees are exclusive of any sales tax, VAT, GST or similar charge. You are responsible for any such tax applicable in your jurisdiction.

5. Retainers & hours

A retainer reserves a defined block of hours in Clerkly’s schedule each calendar month. Retainer hours:

• roll over once, into the immediately following month only;
• are not refundable and have no cash value;
• expire on termination of the retainer.

Exceeding your hours. Clerkly will notify you as the monthly allocation approaches its limit. Additional hours are billed at your plan’s effective hourly rate and only after you approve them in writing.

Time recording. Time is recorded to the nearest quarter hour and reported to you at least weekly. Recorded time includes work performed on your behalf: task execution, necessary research, and client communication about the work.

6. Cancellation & termination

Retainers. Either party may terminate a retainer by giving 14 days’ written notice. The current month’s fee remains payable in full; no further months are charged.

Projects. If you cancel a fixed-price project after work has begun, the deposit is non-refundable and you will be invoiced for work completed up to the cancellation date. Clerkly will hand over all work product produced to that point once the final invoice is settled.

Immediate termination. Either party may terminate immediately, on written notice, if the other materially breaches these Terms and fails to remedy the breach within 14 days of being notified, or becomes insolvent. Clerkly may also terminate immediately where the Client requests work that is unlawful, fraudulent, abusive, or that would require misrepresenting who is performing it.

Offboarding. On termination, and within 30 days, Clerkly will hand over your files, documentation and work product (subject to payment of outstanding invoices), remove its access from your systems, and confirm in writing that this has been done.

7. Your responsibilities

To let Clerkly do the work you are paying for, you agree to:

• provide accurate instructions, materials and information in good time;
• grant the access needed for agreed tasks, through secure means;
• respond to questions and approval requests within a reasonable period;
• hold all licences, rights and permissions for any material you supply;
• maintain your own backups of your systems and data;
• ensure the work you request complies with applicable law.

Delays caused by late information, missing access or absent approvals may push agreed timelines and are not a breach by Clerkly.

8. Intellectual property

Your material. You retain all rights in the content, data, trademarks and materials you provide. You grant Clerkly a limited licence to use them solely to perform the agreed services.

Work product. On full payment of all sums due, ownership of the deliverables created specifically for you under an engagement transfers to you. Before payment in full, Clerkly retains ownership.

Pre-existing and general material. Clerkly retains ownership of its own pre-existing tools, templates, code libraries, checklists and know-how, including improvements to them. Where these are embedded in a deliverable, you receive a perpetual, non-exclusive, royalty-free licence to use them as part of that deliverable.

Third-party components. Deliverables may include third-party software, themes, plugins, fonts or imagery, which remain subject to their own licences. Clerkly will tell you where such components are used and what their licences require.

Portfolio. Unless you tell Clerkly otherwise in writing, Clerkly may identify you as a client and show non-confidential examples of public-facing work (such as a live website) in its portfolio.

9. Confidentiality

Each party will keep the other’s confidential information confidential, use it only to perform or receive the services, and protect it with at least reasonable care. This obligation continues for three years after the engagement ends, and indefinitely for anything that is a trade secret under applicable law.

Confidential information does not include information that is or becomes public through no fault of the receiving party, was already lawfully known, or is independently developed without reference to the disclosing party’s information. Disclosure required by law is permitted, with notice to the other party where legally allowed.

A separate NDA is available on request and will supplement this section.

10. Data protection

Where Clerkly processes personal data on your behalf in the course of providing services, Clerkly acts as a processor and you act as the controller. Clerkly will process such data only on your documented instructions, apply appropriate technical and organisational security measures, and assist you in responding to data subject requests so far as reasonably practicable.

If your business is subject to the GDPR, UK GDPR, CCPA/CPRA or similar rules, a data processing agreement is available and will form part of our agreement. How Clerkly handles data as a controller — for example, your enquiry through this Site — is set out in the Privacy Policy.

11. Third-party services & costs

Delivering the services may involve third-party platforms (hosting providers, software subscriptions, domain registrars, payment processors and similar). Clerkly is not responsible for the availability, performance, pricing or policies of those third parties.

Third-party costs are your responsibility. Where Clerkly pays such a cost on your behalf, it is passed through at cost with documentation, and only ever after you approve the spend in writing.

12. Warranties & disclaimers

Clerkly warrants that the services will be performed with reasonable skill and care, in a professional manner, consistent with generally accepted industry practice.

Except as expressly stated, the services and the Site are provided “as is” without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement, to the fullest extent permitted by law.

Clerkly does not warrant any particular business outcome. No guarantee is made about revenue, traffic, search rankings, conversion rates, response times of third parties, or the commercial success of any deliverable.

13. Limitation of liability

To the fullest extent permitted by law, neither party is liable to the other for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, data, goodwill or anticipated savings, however caused.

Clerkly’s total aggregate liability arising out of or relating to the services, whether in contract, tort (including negligence) or otherwise, is limited to the total fees paid by you to Clerkly in the three (3) months immediately preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

14. Non-solicitation

During an engagement and for six months afterwards, neither party will knowingly solicit for employment any individual introduced by the other in the course of the engagement, without that party’s written consent. This does not restrict general public advertising of roles.

15. Force majeure

Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, including natural disasters, extended power or internet outages, government action, civil unrest, epidemic, or the failure of third-party infrastructure. The affected party will notify the other promptly and resume performance as soon as reasonably possible. Where such an event continues for more than 30 days, either party may terminate on written notice.

16. Use of this website

The content of this Site is provided for general information. It does not constitute professional advice and may change without notice. All content, design and code on the Site is owned by Clerkly or its licensors and may not be copied or reproduced for commercial purposes without permission.

You agree not to:

• use the Site for any unlawful purpose;
• attempt to gain unauthorised access to the Site or its infrastructure;
• submit false information or another person’s details through the contact form;
• use automated systems to scrape or overload the Site;
• transmit malware or otherwise interfere with the Site’s operation.

The Site may link to external websites. Those links are provided for convenience only and Clerkly is not responsible for their content or practices.

17. Changes to these terms

Clerkly may update these Terms from time to time. The version published on this page, with the “last updated” date above, is the version in force. Material changes affecting an active engagement will be notified to you in writing at least 30 days before they take effect; if you don’t accept them, you may terminate under section 6 without penalty.

18. Governing law & disputes

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the courts located in that state.

Before starting formal proceedings, both parties agree to attempt to resolve any dispute in good faith through direct discussion for at least 30 days after written notice of the dispute.

If any provision of these Terms is found unenforceable, the remaining provisions continue in full force. A failure to enforce a provision is not a waiver of it.

19. Contact

Questions about these Terms are welcome. The fastest route is email.

• Email: hello@clerkly.us
• Website: clerkly.us/contact
• Business: Clerkly — remote, serving clients worldwide