Bonus Brain terms and conditions

Spicy Brain Energy Limited, 9 Leveson Court, Fenwick Park, Bedlington, NE22 6FD.
Company number: 14604826. Version 3, .

This contract is for the Bonus Brain Six and Bonus Brain Year packages, including Add a Steph. It's built from our standard VA terms and conditions, adjusted for upfront packages. Your package details are in the Schedule at the end.

Part A: Terms and conditions

Subject matter of the contract

The Services are the Bonus Brain package set out in the Schedule.

Application of terms and conditions

In these terms and conditions "us" or "we" means Spicy Brain Energy Limited, and "you" means the person or business named as the client in the Schedule.
By signing the Schedule, or by paying for a package, you agree to these terms and conditions. They apply to the contract between us ("the Contract") instead of any other terms you try to impose, or that are implied by trade, custom, practice or course of dealing. Please save a copy for your records.
The Contract starts on the date you sign or pay, whichever is first, and continues until the end of your package term, unless it ends earlier under the Termination section.
We may update these terms and conditions for future contracts. We won't change your package, its price or these terms during your term unless you agree in writing.
The packages are sold to businesses for business use. By buying, you confirm you're buying for your business, not as a consumer.

Provision of Services

We'll provide the Services set out in the Schedule, and any additional work we agree with you by email.
We'll match you with the team member best suited to your needs, plus a backup team member. We decide who's allocated to you and may change your team member if we need to. We'll let you know if we do.
Our normal office hours are 9am to 5pm, Monday to Friday, excluding bank holidays. Package hours are used within these hours.
Urgent work requested outside office hours is charged separately at double our standard hourly rate, with a one-hour minimum charge. It doesn't come out of your package hours. We'll only do it at our discretion, and only if the request meets our internal criteria for "urgent".
Your package hours are "use it or lose it". Hours you don't use in a calendar month don't roll over to the next month. Any hours not used by the end of your term expire, and we don't refund or credit unused hours.
All time we spend working on the Services counts towards your package hours, including research, administration and communication (by phone, email, message or otherwise).
We count time in 15-minute units. Each piece of work uses at least 15 minutes, and longer pieces of work are rounded up to the next 15 minutes.
If you need more hours than your package includes in a month, we'll agree it with you first and charge the extra hours at our standard hourly rate at the time.
Your package hours can be used for VA and operational support, done for you or done with you. They can't be used for accounting, bookkeeping or legal work.
To get the most from your hours, please send us what you need in good time, give us the access we need, and reply when we need something from you. If we can't work because we're waiting on you, your hours still follow clause 10.

Start date and term

Your support starts in the month we receive your payment in full, unless we've agreed with you in advance that it will start on the 1st of the following month.
Your start month counts as month 1 of your term, and you get your full monthly hours in that month.
Your term runs for 6 or 12 calendar months in a row from your start month, as set out in the Schedule.
Packages can't be paused or moved to a later date once they've started.

Time with Stephanie Ward

Kick-off strategy call: the first 5 clients to pay in full for Bonus Brain Six get one 1-hour kick-off strategy call with Stephanie Ward. Places are counted in the order payment is received. The call must be booked and held within the first month of your term.
Add a Steph on Bonus Brain Six: two 1-hour calls with Stephanie Ward, booked and held within your 6-month term.
Calls on Bonus Brain Year: four 1-hour calls with Stephanie Ward, one in each quarter of your term. A call not used in its quarter doesn't roll over.
WhatsApp days: a WhatsApp day runs from 10am to 4pm on a weekday we agree with you in advance. WhatsApp days must be used by 31 January 2027. Any not used by then expire.
If Stephanie Ward has to cancel a call or WhatsApp day, we'll rearrange it with you. This doesn't count as one you've used.
Calls, WhatsApp days and other bonuses have no cash value and can't be swapped for VA hours.

Charges, payment and invoicing

The package price is shown in the Schedule. It includes VAT at the standard rate.
You must pay the full package price upfront, in one payment and in cleared funds, before your support starts. Your space is only confirmed once we've received your payment in full. We don't offer payment plans or monthly payments for packages.
Packages can't be paid for with Access to Work funding. Access to Work is claimed retrospectively, which doesn't work with an upfront package. Our standard support is still available to Access to Work clients.
Your package price is fixed for your whole term.
Any other charges (extra hours, urgent out-of-hours work, and expenses) are shown without VAT, which we'll add at the applicable rate. We'll invoice you for them at the end of the month they're incurred, and you must pay each invoice in full, in cleared funds, within 7 days of the invoice date, to the bank account on the invoice.
You'll reimburse us for travel, accommodation, subsistence and other expenses reasonably incurred in providing the Services, as long as we've agreed them with you in advance. Materials, postage and other admin costs we've agreed with you will be charged at cost.
Late payment: if you don't pay an invoice by its due date, we may claim interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998. This means: interest at 8% a year above the Bank of England base rate, running daily from the due date until you pay, before and after any judgment; a fixed compensation sum for each overdue invoice: £40 if the invoice is under £1,000, £70 if it's £1,000 to £9,999.99, or £100 if it's £10,000 or more; and any further reasonable costs of recovering the debt.
If an invoice is overdue, we may pause work until it's paid. Your package term and the use it or lose it rule (clause 10) carry on while work is paused.

Force majeure

If we're prevented from or delayed in performing our obligations by something you (or your agents, subcontractors, consultants or employees) do or don't do, or by any circumstance outside our control, we won't be liable for any costs, charges or losses you have as a result.

Intellectual property

As between us and you, all intellectual property rights and other rights in any materials we provide are owned by us. We license those rights to you on a non-exclusive basis, to the extent needed for you to make reasonable use of the Services.

Confidentiality

You'll keep confidential all know-how, processes and initiatives of a confidential nature about our business. We'll keep confidential all information you or your employees share with us in providing the Services.
We may still share your confidential information (a) if you agree in advance, (b) with our insurers, (c) with our auditors and professional advisers, (d) with any employee, consultant or subcontractor working on the Services, and (e) with anyone else where the law, a regulation or a regulator requires it.

Liability

We always aim for accurate work, but it's your responsibility to check it when you receive it. We're not liable for inaccuracies, or for losses arising from them. If you tell us about an error within 3 days of completion, we'll fix it free of charge.
We're not liable for any indirect or consequential loss of any kind, including loss of profits, sales, business, contracts, anticipated savings, goodwill, or loss or corruption of software, data or information. Our total liability to you, in contract or otherwise, is limited to the price you paid for the Services in the 12 months before the claim is settled or decided.
Nothing in these terms excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that can't be excluded or limited by law.
All warranties, conditions and other terms implied by statute or common law are excluded from the Contract, as far as the law allows.
We're not liable for any loss, damage or theft of data, materials, projects, equipment or other items relating to the Services.
You agree we may email you without encryption. We're not responsible for loss or damage caused by emails being intercepted, redirected, copied or read without permission, or by the effect of any email, attachment or virus on your systems.

Cancellation, refunds and termination

All purchases are final. Once you've paid, you can't cancel your package or get a refund, including for unused hours, calls, WhatsApp days or bonuses.
If we can't provide the hours you've paid for because of a problem on our side, we'll either make the hours up to you or refund the hours we couldn't provide, whichever you prefer.
Either of us may end the Contract straight away by writing to the other if the other: commits a material breach of the Contract and (if it can be put right) doesn't put it right within 30 days of being told in writing; or becomes insolvent, goes into liquidation, administration or receivership, makes an arrangement with its creditors, becomes bankrupt, or stops or threatens to stop trading (or anything similar happens in any jurisdiction).
We may also end the Contract straight away if you behave unreasonably towards our team, for example abusive, threatening or discriminatory behaviour.
If we end the Contract under clause 46 because of your breach, or under clause 47, no refund is due.
Ending the Contract doesn't affect any rights either of us already has, or any clause that's meant to continue after it ends.
We don't have to keep documents, information or materials you've given us after the Contract ends. We're not responsible for any loss caused by not keeping them, and you authorise us to destroy them after that time.
After the Services are complete, we may keep and use for our own purposes copies of documents we created or used in providing them.
We may keep all files and documents we created or used in providing the Services until our fees and expenses have been paid in full.
Nothing in these terms affects any rights you have by law.

Existing clients

If you already have a retainer with us, buying a package doesn't end that retainer automatically. Your current retainer terms, including notice, still apply. Talk to us before you buy and we'll line up your package start date with your current retainer.

End of your package

Before your package ends, we'll get in touch to talk about what's next. Nothing renews automatically.

Assignment and subcontracting

We may assign, transfer, charge, subcontract or deal in any other way with any of our rights or obligations under the Contract.
You may not assign, transfer, charge, subcontract or deal in any other way with any of your rights or obligations under the Contract, including transferring your package to someone else, without our written consent.

Waiver

A waiver of any right under the Contract only counts if it's in writing, and it doesn't waive any later breach. If either of us delays or doesn't use a right or remedy, that doesn't waive it or stop us using it later.

No partnership

Nothing in the Contract creates a partnership or joint venture between us, or makes either of us the agent of the other. Neither of us can bind the other.

Third party rights

Nobody who isn't a party to the Contract has any rights under it.

Entire agreement

The Contract (these terms and the Schedule) is the entire agreement between us. You confirm you haven't relied on any statement, promise or representation that isn't set out in the Contract.

Governing law and jurisdiction

These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute or claim connected with the Services.

Part B: Schedule, package options

All package prices include VAT.

Package	VA hours a month	Term	Calls with Steph	WhatsApp days	Price
Bonus Brain Six	10	6 months	None	None	£2,220
Bonus Brain Six + Steph	10	6 months	Two 1-hour calls	None	£2,500
Bonus Brain Six	20	6 months	None	None	£4,440
Bonus Brain Six + Steph	20	6 months	Two 1-hour calls	1	£5,000
Bonus Brain Year	10	12 months	Four 1-hour calls, one a quarter	1	£4,888
Bonus Brain Year	20	12 months	Four 1-hour calls, one a quarter	2	£9,666

The first 5 clients on Bonus Brain Six (any version) also get a 1-hour kick-off strategy call with Steph (clause 20).
Add a Steph is available on Bonus Brain Six only. Bonus Brain Year already includes calls with Steph.
Spaces are limited. A 20-hour package uses two spaces.

When you buy online, your package, hours, start month and price are confirmed in your order confirmation and welcome email, and these form your Schedule.