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.

3.4 Non-Exclusivity of Contractors: Unless otherwise agreed in writing, Contractors may provide services to other clients and businesses during the term of this Agreement.

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.

5.7 The Client may not withhold, set off or deduct any amounts from Fees owed to Hive Minds unless required by law.

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.

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 all applicable data protection and privacy laws, including the UK General Data Protection Regulation (“UK GDPR”), the Data Protection Act 2018 and any successor legislation.

9.2 To the extent Hive Minds processes personal data on behalf of the Client in connection with the Services, the Client acts as the data controller and Hive Minds acts as the data processor.

9.3 The Client instructs Hive Minds to process personal data only as necessary to provide the Services and perform its obligations under this Agreement.

9.4 Hive Minds shall:

  • process personal data only on documented instructions from the Client;

  • take reasonable technical and organisational measures to protect personal data;

  • ensure persons authorised to process personal data are subject to confidentiality obligations;

  • notify the Client without undue delay upon becoming aware of a personal data breach affecting Client personal data;

  • reasonably assist the Client in responding to data subject requests where appropriate;

  • delete or return personal data upon written request following termination of the Services, unless retention is required by law.

9.5 The Client acknowledges and agrees that Hive Minds may engage third-party providers, systems and software tools in connection with delivering the Services, including cloud storage, communication, workflow, scheduling, automation and AI-enabled tools.

Hive Minds shall take reasonable steps to ensure such providers are appropriately selected and subject to reasonable confidentiality and security obligations.

9.6 The Client warrants that:

  • it has all necessary rights, consents and lawful bases required to share personal data with Hive Minds;

  • its instructions for processing personal data are lawful;

  • and it shall not instruct Hive Minds to process personal data in breach of applicable law.

9.7 Hive Minds shall not be responsible for reviewing the legality, accuracy or quality of personal data provided by the Client.

9.8 Where Hive Minds transfers personal data outside the United Kingdom, it shall take reasonable steps to ensure appropriate safeguards are in place where required by applicable law.

9.9 The Client acknowledges that the Services may involve access to systems, communications and information controlled by the Client.

The Client remains responsible for:

  • configuring access permissions appropriately;

  • maintaining password security;

  • implementing multi-factor authentication where appropriate;

  • and promptly revoking access where required.

Hive Minds shall not be liable for security incidents arising from the Client’s own systems, permissions, infrastructure or internal security failures except to the extent caused by Hive Minds’ negligence or wilful misconduct.

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.

10a. Non-Solicitation & Contractor Protection

10A.1 If, during the term of this Agreement or within 12 months following termination, the Client or any associated business directly or indirectly:

  • employs,

  • engages,

  • contracts with,

  • retains,

  • or otherwise receives services from

any Contractor introduced by Hive Minds (whether as employee, consultant, freelancer, contractor or otherwise), the Client shall pay Hive Minds a recruitment/introduction fee.

10A.2 The recruitment fee shall equal:

25% of the Contractor’s gross annualised remuneration package,

including:

  • base salary,

  • guaranteed bonus,

  • signing bonus,

  • commission,

  • benefits,

  • allowances,

  • and any other guaranteed compensation.

10A.3 Where remuneration cannot reasonably be determined, Hive Minds may calculate the fee based on:

  • the Contractor’s market rate,

  • prior contracted rate,

  • or reasonably anticipated annual earnings.

10A.4 The recruitment fee shall become immediately due upon:

  • acceptance of an offer,

  • commencement of services,

  • or direct engagement,

whichever occurs first.

10A.5 The Client acknowledges that this clause represents a genuine and reasonable protection of Hive Minds’ investment in:

  • recruitment,

  • vetting,

  • onboarding,

  • training,

  • relationship management,

  • and business development.

10b. Circumvention

The Client shall not knowingly circumvent Hive Minds by seeking to engage Contractors outside of Hive Minds in order to avoid Fees under this Agreement.

Any such engagement shall be deemed a direct engagement under clause 10A.

10c. Associated Parties

For the purposes of clauses 10, 10A and 10B, “Client” includes:

  • parent companies,

  • subsidiaries,

  • group companies,

  • affiliates,

  • directors,

  • shareholders,

  • officers,

  • employees,

  • agents,

  • and connected persons.

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.

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

16a. Publicity & Marketing

16A.1 Unless otherwise agreed in writing, Hive Minds may identify the Client as a client of Hive Minds for reasonable marketing and business development purposes.

16A.2 Hive Minds may use the Client’s:

  • company name,

  • logo,

  • and high-level description of services provided

on its website, pitch materials, case studies, social media, proposals and marketing materials.

16A.3 Hive Minds shall not disclose confidential information or commercially sensitive information without prior written consent.

16A.4 If the Client reasonably requests removal of its name or logo from marketing materials, Hive Minds shall do so within a reasonable period.

17. Client Systems & Access

17.1 The Client is responsible for:

  • maintaining appropriate internal security controls,

  • managing passwords and access permissions,

  • and promptly revoking access where required.

Hive Minds shall not be liable for losses arising from the Client’s internal systems, security failures or unauthorised third-party access unless caused by Hive Minds’ negligence.

18. Governing Law

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

The courts of England and Wales have exclusive jurisdiction.