What should a UK virtual assistant contract include?

A UK virtual assistant contract should name the parties, the tasks, hours, tools and response times, how fees are billed, how access is granted and handed back, confidentiality, who owns SOPs and copy, a liability cap, and what happens if they pay late. Sign it before the first login. You are a contractor, not an employee — write that on the paper.

This page is England and Wales first. Copyright under the Copyright, Designs and Patents Act 1988 is UK-wide. The consumer cancellation right cited here is UK-wide. Off-payroll working (IR35) is a UK tax rule and only matters when you work into an organisation as a contractor. The money-claim route for an unpaid invoice is the England and Wales procedure in Client won't pay a freelance invoice.

There is no virtual-assistant-only template on Contracts.io. Start from a freelancer agreement or a services agreement. Ongoing hours sit on a retainer. Repeat work can hang a statement of work under standing terms. Company-to-company contractor support can start from an independent contractor agreement. Ops-heavy work can start from a consulting agreement. If you are sharing unpublished SOPs or client lists before the deal is signed, a mutual NDA sits next to it. Contracts for virtual assistants is the shorter audience page. What goes in a freelance or contractor agreement is the shorter how-to. What should a UK social media manager contract include? is the social sibling.

Twelve blocks do the work:

The ten-hour week, one-working-day reply and 30-day notice are examples, not a statutory rate. Write the numbers you actually use.

How to write a contract is the general checklist. This page is the UK virtual-assistant version.

Do not email a Word file and hope v4_final is the one they signed. Both sides should edit and e-sign one shared draft.

Name the tasks, the hours, the tools and what “done” looks like. “VA support” is not a list. “Inbox and calendar, 10 hours a week, UK hours, replies inside one working day; CRM and bookkeeping in scope; no social posting, no 24/7 cover” is a list. Extra brands, a second time zone and new tools are a change of scope, quoted first.

A working scope answers five things:

• What is in. Inbox, calendar, travel booking, CRM updates, bookkeeping, research, social scheduling — name the pile. Hours per week or month, and the time zone you work in.
• What is out. 24/7 cover, emergency calls, a second brand, paid ads, legal or regulated advice — unless they are on the in-list.
• Tools. Which systems you may open: Gmail, Outlook, a password manager, Xero, HubSpot, Notion, a social scheduler. A new tool is a change of scope.
• What “done” looks like. Hours used, or named outputs delivered. An unused hour is not extra homework unless you wrote that.
• Response times. A reply window you can keep. “ASAP” is not a time.

A statement of work is the usual place for that list under standing terms. Extra work goes through change control. Social-heavy work sits next to What should a UK social media manager contract include?.

Example

The Services are the tasks in SchedulescheduleA schedule is an annex to the contract that holds the detail: fees, dates, deliverables, service levels. It is part of the agreement if the main body says so. An order-of-precedence line should say what happens if the schedule and the clauses collide. Swap a schedule only by the variation method the contract names.More in the glossary 1, up to the named weekly hours, in the named time zone. Work outside Schedule 1, a second brand, or a new tool is quoted and agreed in writing before it starts. The Assistant will reply to Client messages inside one working day during the named hours. There is no 24/7 cover.

In Plain English: they buy this list, these hours, this window. A new brand or a new tool is extra.

You are an independent contractor, not an employee. Write that you decide how to deliver the agreed tasks. The client sets outcomes and reasonable access rules, not day-to-day methods. No IR35 label decides the tax. From 6 April 2021, public authorities and medium or large clients must give a status determination statement.

IR35 only matters when you work into an organisation as a contractor through your company. It does not apply to a private individual buying a few hours of inbox help. Small private-sector clients leave the status decision with your company.

The off-payroll working rules sit in ITEPA 2003. From 6 April 2021, where services are provided through an intermediary to a public authority or a medium or large client with a UK connection, the client must give a status determination statement. That statement must say whether the worker would be an employee if engaged directly, explain the reasons, and be reached with reasonable care.

Where services are provided through an intermediary to a person who is not a public authority and who qualifies as small for the tax year, Chapter 8 applies. A company qualifies as small for a tax year if the small companies regime in the Companies Act 2006 applies to its last financial year that is relevant to that tax year. The worker’s company then decides status.

What the contract can still do is describe the working relationship accurately:

• Autonomy. You decide how to run the agreed tasks. The client sets the outcomes, deadlines and reasonable access rules, not day-to-day methods.
• Genuine substitution. You may send a suitably qualified substitute, paid by you. An unlimited client veto makes the right look unreal.
• Mutuality. Each month or statement of workstatement of workA statement of work (SOW) is a document that describes the specific work, deliverables, timeline and fees for one project.More in the glossary is a separate engagement. Neither side is obliged to offer or accept further work when an engagement ends.

HMRC looks at the contract and the working practices together. Sitting in their office every morning, using only their laptop, and having no substitute will not be rescued by a contractor heading. Put substitution in the assignment and subcontracting clause of an independent contractor agreement or freelancer agreement.

An exclusivity clauseexclusivity clauseAn exclusivity clause stops one side working with other people in a named market, for a named time. In England and Wales a lock-out has to be for a fixed period: Walford v Miles [1992] 2 AC 128 is why an agreement to negotiate exclusively with no end date fails.More in the glossary that stops you working for anyone else can look like employment. If they want exclusivity in a sector, price it and keep it narrow.

The longer page is IR35 contract clauses checklist. This page does not invent wording beyond that.

Example

The Assistant decides how to deliver the agreed tasks. The Client may set outcomes, deadlines and reasonable access rules, not day-to-day methods. The Assistant may send a suitably qualified substitute, paid by the Assistant. Each month is a separate engagement. Neither side is obliged to offer or accept further work when an engagement ends.

In Plain English: you run the how. They buy the what. You can send someone else who can do the job. This month is this month — not a promise of next year.

Write an hourly rate, a named package, or a monthly retainerretainerA retainer is an arrangement where a client pays a regular fee to secure a set amount of time or ongoing access to a supplier.More in the glossary. Do not mix them. Unused hours need a written roll-over rule. A depositdepositA deposit is money paid up front, before the main work or the final invoice.More in the glossary before the diary is reserved is a common shape, not a statutory rate. There is no default UK right to keep a deposit; both sides have to agree it.

Money terms that actually get used:

• The fee. A number, a currency, and whether VAT is extra.
• When invoices go out. Weekly, monthly in arrears, or monthly in advance on a retainer.
• When they are due. Net 14 or net 30. Write the days.
• A deposit. 30–50% on signature is a common freelance shape, not a statutory rate. The diary is not reserved until it lands.
• Pause. You may pause work while an undisputed invoice is overdue.

Those percentages are examples, not a statutory rate. See payment terms.

Example

The Fee is a monthly retainer for the hours and tasks in Schedule 1. Unused hours in a month do not roll unless Schedule 1 says so. Work outside Schedule 1 is quoted and agreed in writing before it starts. The first invoice is due on signature. Later invoices are due on the first working day of each month, in advance.

In Plain English: they buy this month’s hours. Leftovers do not pile up unless you wrote that. A second brand is extra.

Grant access through a password manager or named business roles — never by sharing a root password in a WhatsApp chat. Name who is admin. Write MFA, who holds backup codes, and which systems you may open. On ending, you hand back access, revoke your own logins, and they lock the door. Shared logins are how accounts get locked and how two-factor authentication breaks.

A working access clause answers five things:

• What. Inbox, calendar, CRM, bookkeeping, social schedulers, shared drives, password managers.
• Who. Named people, on named accounts. No shared root password in a chat.
• Privilege. Least privilege for the job. Admin only if you must add other users or change billing.
• Secrets. Where MFA lives. Who holds the backup codes. Not in a shared note.
• Ending. You return assets and remove yourself. They revoke your access on the end date, or on a material breachmaterial breachA material breach is a serious failure to do what the contract requires, not a minor slip. In England and Wales the phrase is usually a contractual label: the termination clause says a material breach that is not cured in a set time lets the other side end the deal.More in the glossary. See termination and How to end a freelance contract.

Do not hold logins as a hostage for an unpaid invoice. The pause right and the IP line already do that work: no licence, and no duty to work, while an undisputed invoice is overdue. A lockout fight is how a small debt becomes a bigger dispute.

If you are sharing unpublished SOPs or client lists before the deal is signed, put a mutual NDA next to the access list.

Example

The Client will grant the Assistant access to the systems listed in Schedule 1 through a password manager or named business roles. The Assistant will not request or store root account passwords. The Assistant will use multi-factor authentication where the Client provides it. On ending, or on the Client’s written request, the Assistant will remove itself, return assets in the Assistant’s control, and the Client will revoke the Assistant’s access.

In Plain English: they add you as a user. You never ask for the master password. When it ends, you leave and they lock the door.

Client facts stay private. Write the usual limits: harm, crime, or a court order. That is practice, not a statute we invent. A confidentiality clause is not an NDANDAAn NDA is a contract in which one or both parties agree to keep shared information confidential.More in the glossary by itself; if you are sharing unpublished SOPs or client lists before the deal is signed, put a mutual NDA next to it.

A working confidentiality clause answers four things:

• What. Inbox content, calendars, client lists, prices, unpublished SOPs, and business facts they tell you.
• Who. You, any substitute, and any subcontractor you named.
• How long. For the term and a named period after, or until the information is public.
• Limits. Disclosure required by law, a court or regulator; disclosure to prevent serious harm; disclosure they have already agreed in writing.

See confidentiality and NDA for UK freelancers. NDAs explained is the longer NDA page.

Do not promise absolute secrecy. A later court order will still bite. Write the limits so a later reader can see them.

Example

The Assistant will keep Confidential Information private and use it only to deliver the Services. Confidential Information includes inbox content, calendars, client lists, prices and unpublished SOPs. The duty lasts for the term and three years after. It does not cover information that is public, that the Assistant already held, or that a court or regulator requires the Assistant to disclose.

In Plain English: their inbox stays theirs. You do not retell it. A court order still wins.

If you open an inbox, CRM or booking tool that identifies people for a client organisation, you are processing personal data for the client. UK GDPR Article 28 requires a binding processor contract that names the subject-matter, duration, nature and purpose, the types of data and the processor terms. The client is usually the controller. Write that in the data protection clause.

A one-line “you will comply with data protection law” is not that contract. Article 28(3) requires a contract that is binding on you as processor and sets out:

• the subject-matter and duration of the processing
• the nature and purpose
• the type of personal data and categories of data subjects
• the obligations and rights of the controller, including the processor terms in Article 28(3)(a)–(h)

Typical VA processing:

You do not need processor terms for data you control yourself — your own invoices, your own CRM. You do need them for the client’s inbox, contacts and identifying records.

Do not export their contact list onto a personal laptop “to make a spreadsheet” unless the paper says so. On ending, you stop processing and return or delete what the schedule requires.

In a business services contract there is also an implied term that you will carry out the service with reasonable care and skill — Supply of Goods and Services Act 1982 s.13. For a consumer client, Consumer Rights Act 2015 s.49 implies the same care-and-skill term. Neither section replaces Article 28.

Example

Where the Assistant processes personal data for the Client — including inbox messages, calendar entries and CRM records that identify a person — that processing is governed by the processor terms in Schedule 2. The Client is the controller. The Assistant will not process those data except on the Client’s documented instructions.

In Plain English: their contacts are their data. If you open the inbox or the CRM, write the processor paper, not a vibe.

You do, unless you assign them. CDPA 1988 s.11 makes the author the first owner of freelance copyright. SOPs, email templates and written copy are literary works. Graphics you draw are artistic works. An assignment is not effective unless it is in writing, signed. Paying the invoice does not move title.

The employee exception in s.11(2) applies to employees, not to a virtual assistant on a contract for services. Commissioning the SOP does not move copyright. If the contract is silent, a court may find a limited implied licencelicenceA licence is permission to use work in an agreed way, without taking ownership away from the person who made it.More in the glossary for the purpose of the commission. That is not ownership. Silence is how a process doc becomes their internal course without a further fee.

CDPA 1988 s.90 is the assignment rule. An IP assignmentIP assignmentAn IP assignment is a transfer of ownership in the work, so the client owns it instead of the person who made it.More in the glossary has to be in writing, signed by you or someone signing on your behalf. A licence is permission to use the work. It is not a transfer of ownership. See IP licence vs assignmentIP licence vs assignmentAn IP assignment transfers ownership of copyright or other intellectual property. A licence is permission to use it; the author still owns it. In England and Wales there is no work-made-for-hire first-owner rule for freelancers: Copyright, Designs and Patents Act 1988 s.11. An assignment must be in writing and signed: s.90. Say which you mean, and when it happens.More in the glossary and intellectual property assignment.

Keep three piles:

• Finals — the named SOPs, templates, graphics and copy written for this client. Licensed or assigned on full payment.
• Unused drafts — options they did not pick. Not included unless the paper says so.
• Libraries — your checklists, swipe files, earlier SOPs, and tools you brought. Licensed for this job as pre-existing materials, not assigned.

A US “work for hirework for hireWork for hire is a phrase, common on US-style papers, meaning the client is treated as the author and owner of the work from the start.More in the glossary” heading does not do that work in England and Wales. See work for hire. Write licence or assignment in English words.

Client-supplied brand assets, data and existing SOPs stay theirs. You get a licence to use them for the job.

Example

Copyright in the Deliverables remains with the Assistant. On receipt of full payment the Client is granted the licence in Schedule 1 to use the Deliverables for the Client’s internal operations. Until then the Client has no licence to copy, publish, communicate or adapt them. Assignment of copyright is not included unless Schedule 1 says so. Pre-existing materials and unused drafts stay with the Assistant.

In Plain English: they may use the named work as the schedule says, once they have paid. They do not own your kit. A buyout is extra.

If they publish unpaid work, see Client using your work without paying.

Write a minimum term and a notice periodnotice periodA notice period is the time that must run after a valid notice before termination, a price change or another named event takes effect. In England and Wales, a notice is construed as a reasonable recipient would read it: Mannai Investment Co Ltd v Eagle Star Life Assurance [1997] AC 749. Serve it in the form the notices clause requires.More in the glossary that both sides can use. Thirty days after an initial three months is a common freelance shape, not a statutory rule. Write unused hours, any kill feekill feeA kill fee is a payment due to a creator or supplier when a client cancels a project before it is finished.More in the glossary, and that there is no default UK right to keep a deposit. On ending, access is revoked and handover happens on the end date.

A working ending clause answers five things:

• Minimum term. How long both sides are in before ordinary notice can bite.
• Notice. How many days, how it is given, and whether it can be used by either side. See notices.
• Unused hours. Whether they roll, die, or are invoiced anyway when the term ends.
• Cause. Material breach, with a cure periodcure periodA cure period is a window, after notice of breach, in which the defaulting party may put the breach right before termination for cause can follow. It is a contractual device, not an automatic common-law right. Serious or irremediable breaches are often carved out. Write how notice is served and when the clock starts.More in the glossary if you want one, sits next to convenience notice. See termination and termination for conveniencetermination for convenienceTermination for convenience means one side can end the contract without claiming the other side did something wrong, usually after giving notice.More in the glossary.
• Handover. Access back, assets back, unused drafts stay yours, paid finals follow the licence. See How to end a freelance contract.

A kill fee is what is kept, or what extra is due, if they end a package for convenience. There is no default UK right to keep a deposit; both sides have to agree it. See cancellation and kill fee and Client cancelled: can you keep the deposit?.

Auto-renewal is a separate line. If the retainer rolls, write how they stop it. Silence is how a client is invoiced for a month they thought had ended.

Do not hold the accounts hostage. The pause right and the IP line already protect unpaid work.

Example

This agreement has a minimum term of three months from the start date. After that, either party may end it on 30 days’ written notice. Unused hours at the end date do not roll and are not refunded unless Schedule 1 says so. On the end date the Assistant will remove itself from the systems in Schedule 1 and return assets in the Assistant’s control. Unused drafts stay with the Assistant. Licences already granted for paid Deliverables continue on the terms of Schedule 1.

In Plain English: three months in. Then a month’s notice. Leftover hours die unless you wrote otherwise. You leave the accounts. They keep what they paid for.

Yes, on a distance or off-premises service contract. A consumer may cancel during the cancellation period without giving a reason. For a service contract that period ends at the end of 14 days after the day the contract is entered into. An unfair consumer term is not binding. A company buying VA support is not a consumer for those rules.

Who the client is splits the page:

• A business client (a company, or a person buying in the course of business). No statutory 14-day cooling-off under the 2013 Regulations. An agreed cancellation charge must not be a penalty.
• A consumer (an individual buying inbox or household-admin help wholly or mainly outside their trade). Distance and off-premises contracts carry the 14-day right. The term must be fair.

The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 give that right (regulation 29). For a service contract the cancellation period ends at the end of 14 days after the day the contract is entered into. If they ask you to start during that period, write that they may still owe a reasonable amount for the work already done.

An unfair term in a consumer contract is not binding on the consumer — Consumer Rights Act 2015 s.62. A no-refund line that a consumer cannot escape can fail that test.

For a business client, an agreed cancellation sum must not be a penalty. The Supreme Court in Cavendish Square Holding BV v Talal El Makdessi asked whether the clause protects a legitimate interest and is not out of all proportion. See Client cancelled: can you keep the deposit?.

Example

Where the Client is a consumer and this agreement is a distance or off-premises contract, the Client may cancel within 14 days of the day the contract is entered into. If the Client asks the Assistant to start during that period, the Client pays a reasonable amount for Services already supplied. Where the Client is a business, the notice and unused-hours rules in Schedule 1 apply instead.

In Plain English: a private individual who bought online has two weeks. A company does not. If they asked you to start early, they still pay for the hours you already did.

Cap liability at a multiple of the fees. In England and Wales you cannot exclude liability for death or personal injury caused by negligence. You do the agreed tasks; they decide how to use the work. Do not guarantee their revenue, a ranking, or that an inbox will stay empty. See the longer liability guide.

A working limitation of liability names:

• the cap — often the fees paid under the month or the engagement, or a named multiple
• what stays unlimited — death or personal injury caused by negligence cannot be excluded or restricted (Unfair Contract Terms Act 1977 s.2). Other negligence liability can be limited only so far as the term is reasonable
• whether an indemnity sits inside the cap or punches through it
• that you do not warrant a commercial result

The longer page is How a freelancer caps liability.

In a business services contract there is an implied termimplied termsImplied terms are obligations the law reads into a contract even when the parties did not write them down. In England and Wales they come from statute — for business services, reasonable care and skill under the Supply of Goods and Services Act 1982 s.13 — or from common law where a term is necessary for business efficacy.More in the glossary that you will carry out the service with reasonable care and skill — Supply of Goods and Services Act 1982 s.13. For a consumer client, Consumer Rights Act 2015 s.49 implies the same care-and-skill term.

Do not warrant that their CRM will convert, that a booking will stick, or that a third-party tool will stay up. A missed flight they booked themselves is not your fee.

Example

The Assistant’s total liability under this agreement is limited to the fees paid in the three months before the claim. Nothing in this agreement excludes or restricts liability for death or personal injury caused by negligence. The Assistant does not warrant a commercial result.

In Plain English: if something goes wrong, the most they can usually claim is a few months of fees. You still own a death-or-injury claim caused by negligence. You did not promise their business would grow.

Write a short due date, a pause right, and that no licence bites until payment in full. For a UK business client, statutory interest on late commercial payment is 8% above Bank of England base rate, plus a fixed recovery sum. We do not print the current base rate. The 1998 Act does not apply to a consumer client.

Payment terms should name when invoices go out, how many days to pay — net 14 or net 30Net 30Net 30 means the client has 30 days from the invoice date to pay.More in the glossary — a pause right if an undisputed invoice is overdue, and that any licence or assignment passes only on full payment.

For a qualifying business-to-business debt, the Late Payment of Commercial Debts (Interest) Act 1998 sets statutory interest. GOV.UK on late commercial payments states the rate as 8% plus the Bank of England base rate. Once that interest runs, a fixed recovery sum is also due: £40 under £1,000, £70 from £1,000 to under £10,000, and £100 at £10,000 or more, plus any reasonable recovery costs not met by that sum. See late payment interest.

Do not invent a contract rate that has no link to the statute or to the paper.

Example

Each undisputed invoice is due within 14 days of its date. The Assistant may pause work, including inbox and calendar cover, while any undisputed invoice is more than 7 days overdue. Copyright and any licence to use the Deliverables pass to the Client only on payment in full. Statutory interest and compensation on late commercial payment apply where the 1998 Act applies.

In Plain English: they have two weeks to pay. After a week late, you stop the inbox. They do not own unpaid SOPs. A business client can owe the statutory interest and the fixed recovery sum.

The chase sequence is Client won't pay a freelance invoice.

Write whether you may name the client and show the work. A VA often cannot show inbox work in a portfolio. A process doc or a public graphic is a different pile. Default to no publicity unless they tick yes. See publicity and portfolio use.

A working publicity clause answers four things:

• Name. May you say you work for them, on your site or LinkedIn.
• Work. May you show a named SOP, a template or a graphic — never inbox content or client lists.
• When. After the job, after payment, or never.
• Take-down. They can ask you to pull a named item.

Confidentiality already stops you pasting their inbox into a case study. Publicity is the extra yes for a name and a public artefact.

Example

The Assistant may not name the Client or show the Deliverables in a portfolio unless Schedule 1 says so. Inbox content, calendars and client lists are never publicity materials. Where Schedule 1 allows a named case study, the Client may require the Assistant to take it down on written notice.

In Plain English: you do not advertise their inbox. If they let you name them, they can still ask you to stop.

On Contracts.io both sides draft, negotiate and e-signe-signatureAn e-signature is any electronic way of showing agreement to a document, such as a typed name, a drawn signature or a click.More in the glossary one shared virtual assistant agreement, so the tasks, the access line and the ownership of SOPs are the version you both signed. Describe the job in a sentence. Lex, our AI host, drafts. You share one link. Nobody emails v4_final.docx back and forth.

The client opens that link. They can Accept, Counter or Decline on the same version, then both of you e-sign it. The other side never pays and does not need an account.

Start from a freelancer agreement or a services agreement. A monthly slot sits on a retainer. Repeat work can hang a statement of work under standing terms. You can also start from the AI contract generator or the contract generator. If you are sharing unpublished SOPs before the deal is signed, a mutual NDA sits next to it.

That does not chase an invoice for you. It does mean the retainer, the licence or IP assignment, the access handover and the confidentiality clause are the words you both signed, not a line lost in email.

Free £0, then paid plans from £15 a month — see /pricing.

Try it on contracts.io: describe the VA job in one sentence, share one link, and e-sign before the first login.

Contracts for virtual assistants is the wider set of terms that sit around this paper. Contracts for social media managers is the social sibling. Contracts for coaches is the programme sibling. Contracts for freelancers is the delivery sibling. NDA for UK freelancers is the pitch-stage paper. Should I start work before the contract is signed? is the day-one rule.