Master Services Agreement (Client Terms)

Hive Minds Virtual Limited
Company No. 12123434
Last updated: 15th February 2026

These Terms apply to all Services provided by Hive Minds Virtual Limited (“Hive Minds”, “we”, “us”, “our”) to the client identified in the applicable Order Form (“Client”, “you”, “your”).

1. Definitions

Agreement means these Terms together with any Order Form or agreed written scope of work.

Contractor means any independent consultant, virtual assistant or specialist engaged by Hive Minds to deliver the Services.

Fees means the fees set out in the relevant Order Form.

Expenses means pre-approved out-of-pocket expenses reasonably incurred in delivering the Services.

Force Majeure Event means any event beyond a party’s reasonable control.

Services means the administrative, virtual assistant, operational or support services described in the applicable Order Form.

Start Date means the date Services commence as agreed in writing.

2. Services

2.1 Hive Minds will use reasonable care and skill in providing the Services.

2.2 Hive Minds may allocate one or more Contractors to deliver the Services.

2.3 Hive Minds may replace or reallocate Contractors at its discretion to ensure continuity and service quality.

2.4 Services are provided on a non-exclusive basis.

3. Independent Contractor Status

3.1 Contractors engaged by Hive Minds are independent professionals and are not employees, workers or agents of the Client.

3.2 Nothing in this Agreement creates any employment, partnership, joint venture or agency relationship between the Client and any Contractor.

3.3 The Client shall not represent that any Contractor is employed by the Client or Hive Minds.

This clause protects you from employment misclassification exposure.

4. Client Responsibilities

The Client shall:

  • Provide clear instructions and accurate information

  • Cooperate in good faith

  • Ensure any Named Users are authorised to give instructions

  • Ensure lawful use of the Services

Hive Minds is not liable for delays or issues arising from incomplete, inaccurate or late information provided by the Client.

Hive Minds may decline work it reasonably considers unlawful, unethical or outside scope.

5. Fees & Payment

5.1 Fees are set out in the relevant Order Form.

5.2 Unless otherwise agreed, Fees are invoiced monthly in arrears.

5.3 Payments are due within 7 days of invoice date.

5.4 All Fees are exclusive of VAT.

5.5 If payment is not received by the due date, Hive Minds may:

  • Suspend Services immediately

  • Charge interest at 4% above Bank of England base rate (or statutory Late Payment rate if higher)

  • Recover reasonable debt recovery costs

5.6 Hive Minds may require immediate payment of all outstanding sums upon material breach.

Time of payment is of the essence.

6. Expenses

Approved Expenses will be invoiced in addition to Fees.

7. Intellectual Property

7.1 Subject to payment of all Fees due, all intellectual property rights in deliverables created specifically for the Client shall transfer to the Client.

7.2 Hive Minds retains ownership of:

  • Pre-existing materials

  • Methodologies

  • Templates

  • Systems

  • Know-how

7.3 Hive Minds may retain general skills and knowledge acquired in providing the Services.

This avoids losing your systems/IP.

8. Confidentiality

Each party shall:

  • Keep confidential information secure

  • Use it only for the purposes of this Agreement

  • Disclose only where required by law

Confidentiality obligations survive termination.

9. Data Protection

9.1 Each party shall comply with applicable data protection laws.

9.2 Where Hive Minds processes personal data on behalf of the Client, the parties shall enter into a separate Data Processing Agreement.

9.3 The Client warrants that it has all necessary rights and permissions to share personal data with Hive Minds.

This removes the weak GDPR wording from your old version.

10. Non-Solicitation & Contractor Protection

10.1 During the term of this Agreement and for 12 months following termination, the Client shall not directly or indirectly:

  • Employ

  • Engage

  • Contract with

  • Or solicit for engagement

any Contractor introduced by Hive Minds.

10.2 If the Client breaches clause 10.1, the Client agrees to pay Hive Minds a recruitment fee equal to the greater of:

  • £12,000; or

  • 50% of the Contractor’s anticipated annual remuneration.

This reflects genuine commercial protection and is far stronger and cleaner than your previous clause.

11. Warranties

Hive Minds warrants that:

  • It has authority to enter into this Agreement

  • Services will be delivered with reasonable skill and care

Except as expressly stated, no other warranties apply.

12. Limitation of Liability

Nothing excludes liability for:

  • Death or personal injury caused by negligence

  • Fraud or fraudulent misrepresentation

Subject to the above:

12.1 Hive Minds shall not be liable for:

  • Loss of profits

  • Loss of business

  • Loss of goodwill

  • Indirect or consequential losses

12.2 Hive Minds’ total aggregate liability under this Agreement shall not exceed the total Fees paid by the Client in the 12 months preceding the claim.

This is a proper commercial liability cap.

13. Term & Termination

13.1 Either party may terminate this Agreement on 14 days’ written notice.

13.2 Hive Minds may terminate immediately for:

  • Non-payment

  • Insolvency

  • Material breach

14. Consequences of Termination

Upon termination:

  • All unpaid Fees become immediately due

  • Hive Minds may cease work

  • Confidentiality obligations continue

15. Force Majeure

Neither party is liable for delay caused by a Force Majeure Event.

16. General

  • This Agreement constitutes the entire agreement

  • Amendments must be in writing

  • No waiver unless in writing

  • If any provision is invalid, remaining provisions continue

  • No third party rights

17. Governing Law

This Agreement is governed by the laws of England and Wales.

The courts of England and Wales have exclusive jurisdiction.