Policy Version: 20th November 2024
We are Vistafenix Limited a company registered in England and Wales under company number: 14529628 with registered office 4 South House Bond Avenue, Bletchley, Milton Keynes, England, MK1 1SW (‘Vistafenix’, ‘we’, ‘our’ or ‘us’) and we provide security consulting services to individuals and businesses (Services)
These terms and conditions (Terms) govern your receipt of the Services, including any recurring subscription or retainer for our Services (Subscription). You can view the most updated version of our Terms at vistafenix.com (Website). Please read these terms and conditions carefully before agreeing to proceed with ordering Services or your Subscription.
Please note that if you have a Subscription it will continue to renew indefinitely, and you will continue to incur Subscription Fees, unless you notify us that you want to cancel your Subscription in accordance with clauses 4.1(c) or 12.1. Please ensure you contact us if you want to cancel your Subscription.
(a) These terms will apply to all the Client’s dealings with Vistafenix, including being incorporated in all agreements, quotations or orders under which Vistafenix is to provide services to the Client (each a Statement of Work) together with any additional terms included in such Statement of Work (provided such additional terms are recorded in writing).
(b) By clicking the tick box below or clicking the “I accept these Terms” button on our Website, paying for your Services or otherwise accepting the benefit of any part of your Services after becoming aware of these terms, you agree to be bound by this agreement which form a binding contractual agreement between you the person acquiring the Services (as set out in the corresponding Statement of Work) or the company you represent and are acquiring the Services on behalf of (‘the Client’, ‘you’ or ‘your’) and us.
(c) In the event of any inconsistency between these terms and conditions and any Statement of Work the clauses of these terms and conditions will prevail to the extent of such inconsistency, except that any “Special Conditions” (being terms set out and described as such in a Statement of Work) will prevail over the other terms of this agreement to the extent of any inconsistency.
(d) If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then “you” or “your” means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Services on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.
(a) In consideration for the payment of the Fees, Vistafenix will provide the Client with the services set out in a Statement of Work (Services).
(b) Unless otherwise agreed, Vistafenix may, in its discretion:
(i) not commence work on any Services until the Client has paid any Fees or deposit payable in respect of such Services; and
(ii) withhold delivery of Services until the Client has paid the invoice in respect of such Services or any future Services.
(c) In the course of Vistafenix performing the Services, the parties may agree a schedule for providing Services, including estimated dates of completion, deadlines or schedules (Schedules).
(d) Vistafenix will use its best efforts to meet these Schedules, however the Client agrees that Schedules are indicative only and subject to change on notice by Vistafenix.
(e) Without limiting clause 2.2(b), Vistafenix reserves the right to revise Schedules in the event that a delay is caused by the Client’s failure to provide timely feedback or other information or Materials reasonably requested by Vistafenix in order to perform the Services.
(f) If the Services include individual or group phone calls, consultations or sessions (Sessions) then you will be entitled to book and attend the number of Sessions included in the Service you have paid for.
(g) You can book Sessions using the functionality of our Website.
(h) We understand you may need to reschedule Sessions, and require that any changes to Sessions be made via the Website or by contacting us with no less than 48 hours’ notice prior to the Session’s scheduled start time (Cancellation Notice).
(i) If you fail to provide the Cancellation Notice as required under clause 3.2(c) (including without limitation if you do not attend a Session, then you forfeit the Session and any Fees paid for the Session.
(j) Unless otherwise agreed in writing, Sessions will be conducted virtually, using third-party platforms such as Zoom (Session Platform). The terms and conditions of the Session Platform will apply in addition to these Terms, and are available here https://www.zoom.com/en/trust/terms. Any technical problems with the Session Platform should be directed to the Session Platform and we are not liable for any errors with the Session Platform.
(k) Recording of the Sessions is not permitted, except with our express written permission (in our sole discretion).
(l) The Client must pay a ‘change in scope fee’, in an amount reasonably determined by Vistafenix (Change Fee) for changes to Services requested by the Client which alter the scope set out in the Statement of Work and requires Vistafenix to perform additional work or incur additional costs (Changes).
(m) Vistafenix may in its discretion extend or modify any delivery schedule or deadlines for the Services as may be reasonably required by such Changes.
(n) Vistafenix will only be required to perform the Changes if:
(i) Vistafenix agrees in writing to perform the Changes;
(ii) the Client confirms in writing that they wish for Vistafenix to proceed with the Changes and the relevant Change Fee; and
(iii) the Client agrees to pay the Change Fee.
(o) This agreement will apply to any Services that are the subject of a Change without this agreement or any Statement of Work needing to be signed again.
Vistafenix will use its reasonable efforts to ensure that the Client’s information or data (Client Data) is stored securely. However, Vistafenix does not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to the Client Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
The Client acknowledges and agrees that:
(p) all information provided as part of the Services is an opinion only, based on Vistafenix’s experience and best practice;
(q) Vistafenix does not guarantee any particular outcome, or any particular decision from any third party, on any issue, if the Client relies on the Services; and
(r) it is the Client’s responsibility to comply with applicable law and regulations relevant to the Client’s business, including but not limited to employment, workplace health and safety, data protection and privacy law.
(s) If the Services involve Vistafenix acquiring goods and services supplied by a third party on the Client’s behalf, the Client acknowledges that third party terms & conditions (Third Party Terms) may apply.
(t) The Client agrees to any Third Party Terms applicable to any third party goods and services that are used in performing the Services or providing any deliverables, and Vistafenix will not be liable for any loss or damage suffered by the Client in connection with such Third Party Terms.
If the Statement of Work specifies that the Services are a Subscription, then this clause shall apply.
(a) Your Subscription and this agreement commence on the date you agree to be bound by this agreement (as set out at the beginning of this agreement) and continues for the Subscription Period and any Renewal Periods applicable, unless terminated earlier in accordance with clause 11.1(b) or clause 3.1(c).
(b) Subject to clause 3.1(c), upon expiration of the Subscription Period, this agreement will automatically and indefinitely renew on an ongoing basis for a period equal to the Subscription Period (Renewal Period).
(c) This agreement will not automatically renew on expiry of the Subscription or Renewal Period (Renewal Date), if either party provides a written cancellation notice at least 48 hours prior to the Renewal Date.
(d) You must pay subscription fees to us in the amounts specified in the Statement of Work for your Subscription, or as otherwise agreed in writing (Subscription Fees).
(e) All Subscription Fees must be paid in advance and are non-refundable for change of mind.
(f) Unless otherwise agreed in writing, the Subscription Fees are due and payable on a recurring basis for the duration of your Subscription, with the first payment being due on the first day of the Subscription Period (or immediately after the expiry of any applicable Free Trial Period) and at the beginning of every Renewal Period thereafter.
(g) Your Subscription will continue to renew on an automatic indefinite basis unless you notify us that you wish to cancel in accordance with clause 3.1(c) or if this agreement is terminated in accordance with clause 11.1.
(h) While your Subscription is maintained, your Subscription Fees will continue to be debited at the beginning of each Renewal Period from the payment method you nominated or provided when you accepted the Statement of Work.
(i) By signing up for a recurring Subscription, you acknowledge and agree that your Subscription has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to your cancellation of your Subscription.
The relationship of Vistafenix to the Company is of independent contractor. Nothing in this agreement constitutes or deems Vistafenix to be an employee, worker, agent or partner of the Client and Vistafenix shall not hold themselves out as such.
The Client agrees that Vistafenix and its employees and contractors shall perform the Services at such times, and from such locations including remotely from locations outside of the United Kingdom, in the sole discretion of Vistafenix, provided Vistafenix complies with all applicable labour and workplace health and safety laws.
Nothing in this agreement creates any obligation or right of exclusivity in respect of the Services. The Client acknowledges and agrees that Vistafenix may, in their sole discretion and without the consent of the Client, provide the Services or services similar to the Services, or perform any other work or be engaged by, other clients.
(a) Vistafenix is not obliged to provide the services of a named individual in respect of the Services and may provide a substitute to perform the services.
(b) Vistafenix acknowledges that the Client has the right to refuse the substitute if in the reasonable view of the Client, the substitute(s) have insufficient qualifications and expertise to carry out the work.
(c) Vistafenix will remain liable for all acts and/or omissions of any substitute(s) provided under this agreement.
Vistafenix may subcontract the provision of the Services without obtaining the prior approval of the Client, including where Vistafenix requires third party expertise. The Client may request to be told the name of any subcontractors working on the Services. Vistafenix will not provide copies of any subcontracts to the Client.
The Client shall not seek to or exercise any supervision, direction and/or control over Vistafenix or its employees (including any substitutes) or contractors in the manner or execution of the Services.
It is not intended for there to be any mutuality of obligations between the Client and Vistafenix either during the Term or upon termination of this agreement. The Client is under no obligation to offer future contracts to Vistafenix and if it does make any such offer, Vistafenix is not obliged to accept it.
Vistafenix may refer the Client to engage certain external third party providers (External Providers) (Referrals). The Client acknowledges that Vistafenix may not have vetted such External Providers and will not be liable for any loss or damage the Client suffers by using such External Providers.
(a) The Client must provide Vistafenix with all documentation, information and assistance reasonably required by Vistafenix to perform the Services.
(b) The Client must provide feedback on all documents or other mock-ups provided to the Client within the agreed time frame, if feedback is included in the Services. If the Client delays in providing any feedback, there may be delays in the Services which Vistafenix will not be liable for.
(c) The Client must immediately inform Vistafenix if the Client plans to use the Services for a different purpose than the purpose for which Vistafenix was engaged to provide the Services (New Purpose). The Client must provide Vistafenix with all necessary information about the New Purpose to enable Vistafenix to evaluate the impact of the New Purpose on the Services and determine the Changes and the Change Fee. The Client releases Vistafenix from all liability in relation to any loss or damage arising out of or in connection with the Client’s use of the Services for a different purpose or in a different context than the scope set out in a Statement of Work.
(d) The Client warrants that all information, documentation and other material it provides to Vistafenix for the purpose of receiving the Services, including intellectual property, company information, marketing information, financial records and commercial information, is complete, accurate, compliant with any applicable laws and industry regulations, and up-to-date.
(e) The Client releases Vistafenix from all liability in relation to any loss or damage arising out of or in connection with the Services, to the extent such loss or damage is caused or contributed to by information, documentation or any other material provided by the Client being incomplete, inaccurate or out-of-date.
(f) The Client must not do or say anything, which could be deemed to be harmful to the business, goodwill or reputation of Vistafenix.
The Client agrees to provide Vistafenix with access to the Client’s premises and personnel, to the extent required to perform the Services, as reasonably required by Vistafenix to perform the Services.
(g) The Client warrants that all information, documentation and other material they provide to Vistafenix for the purpose of receiving the Services is complete, accurate and up-to-date.
(h) The Client acknowledges and agrees that Vistafenix will rely on the accuracy of any plans, specifications and other information the Client provides.
(i) The Client releases Vistafenix from all liability in relation to any loss or damage that may arise in connection with the Services, to the extent it is caused or contributed to by information, documentation or any other material provided by the Client being incomplete, inaccurate or out-of-date.
The Client agrees that it will not by receiving or requesting the Services:
(j) breach any applicable laws, rules and regulations (including any applicable data protection laws); or
(k) infringe the intellectual property rights or other rights of any third party or breach any duty of confidentiality.
(l) The Client acknowledges and agrees that it is responsible for insuring itself against its risks under and in connection with this agreement.
(m) The Client must ensure that it effects and maintains adequate insurance to cover the Client’s risks and liabilities under this agreement and any activities undertaken by the Client in connection with this agreement, including as applicable to the particular activity, business insurance, professional indemnity insurance, errors and omissions insurance and public liability insurance.
(a) The Client must pay the Fees (including any Subscription Fees if applicable) in the amounts, and in accordance with the Payment Terms, set out in the Statement of Work.
(b) To the maximum extent permitted under statutory provisions, any Fees paid in accordance with this agreement are non-refundable.
Vistafenix will issue a valid invoice to the Client for payment of the Fees. The Client must pay the Fees in accordance with the remittance method set out in an invoice. The Fees become due and payable in accordance with an invoice regardless of whether the Client has approved any particular concepts or materials scheduled for approval at that time.
If the Client does not pay an amount due under this agreement on or before its due date:
(c) Vistafenix may suspend provision of the Services;
(d) Vistafenix may seek to recover the amount due by referring the matter to a collection agency; and
(e) without limiting any of Vistafenix’s other rights under these terms, the Client must pay Vistafenix statutory interest of 8% per annum on each amount outstanding, from the due date for payment to the date on which payment is received by Vistafenix, plus any other amount Vistafenix is entitled to claim under law including The Late Payment of Commercial Debts (Interest) Act 1998.
Unless otherwise agreed:
(f) any third-party costs incurred by Vistafenix in the course of performing the Services may be billed to the Client, unless specifically otherwise provided for in the Statement of Work;
(g) the Client agrees to reimburse Vistafenix for all reasonable expenses incurred by Vistafenix in connection with carrying out the Services. However, no additional expenses in excess of £100 will be incurred without prior agreement of the Client (or the Client’s nominated representative). It should be noted that overseas travel, accommodation and other travel expenses are not included in the Fees and that international air travel is by business class. Any expense invoices will be payable in accordance with the Payment Terms set out in the Statement of Work; and
(h) Vistafenix reserves the right to require payment of certain expenses in advance.
Unless otherwise indicated, amounts stated in the Statement of Work do not include VAT. In relation to any VAT payable for a taxable supply by Vistafenix, the Client must pay the VAT subject to Vistafenix providing an invoice outlining the VAT.
(a) We may use third-party online payment partner, currently Stripe.com and Paypal.com (Online Payment Partner) to collect Fees.
(b) You acknowledge agree that:
(i) the processing of payments by the Online Payment Partner will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partner, which can be found here:
(A) https://stripe.com/gb/legal/consumer. Our Services Agreement with Stripe will also form part of this Agreement and be binding on you, which is available here: https://stripe.com/gb/legal/ssa; and
(B) https://www.paypal.com/uk/legalhub/useragreement-full.
(ii) you release us and our Personnel in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner’s platform or any error or mistake in processing your payment; and
(iii) We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment.
Unless otherwise agreed in writing:
(a) all displays or publications of any deliverables provided to the Client as part of the Services (Deliverables) must bear an accreditation and/or a copyright notice including Vistafenix’s name in the form, size and location as directed by Vistafenix, unless otherwise agreed;
(b) the Client must not, during or after the Term, remove the accreditation to Vistafenix;
(c) Vistafenix retains the right to describe the Services and reproduce, publish and display the Deliverables in Vistafenix’s portfolios and websites for the purposes of recognition of professional advancement, and to be credited with authorship of the Services and Deliverables in connection with such uses provided the Client is not identifiable; and
(d) In connection with such uses under this clause, Vistafenix may:
(i) exercise such rights after termination of this agreement, and if the Client is no longer a client of Vistafenix; and
(ii) be credited with authorship of the Services and Deliverables.
(a) Except as contemplated by this agreement or the Statement of Work, each party must not and must not permit any of its officers, employees, agents, contractors or related companies to use or to disclose to any person any Confidential Information disclosed to it by the other party without its prior written consent.
(b) This clause does not apply to:
(i) information which is generally available to the public (other than as a result of a breach of these terms or another obligation of confidence);
(ii) information required to be disclosed by any law or regulation; or
(iii) information disclosed by Vistafenix to its subcontractors, independent contractors, officers, directors, employees, cloud storage providers, agents or professional advisers for the purposes of performing the Services or its obligations under this agreement.
(c) For the purposes of this clause 8.1, “Confidential Information” means information of or provided by a party to the other party under or in connection with this agreement or the Statement of Work that is by its nature confidential information, is designated by the party as confidential, or the other party knows or ought to know is confidential, but does not include information which is or becomes, without a breach of confidentiality, public knowledge.
(d) For the Client only, “Confidential Information” also includes the terms of this agreement.
8.2 DATA PROTECTION
(e) Words and phrases in this section shall have the meaning given to them by applicable data protection and privacy laws, including the General Data Protection Regulation 2016/679 (GDPR) and applicable national legislation that implements or supplements the GDPR or otherwise applies to data protection and privacy, and any statutory instrument, order, rule or regulation made thereunder, as from time to time amended, extended, re-enacted or consolidated (Data Protection Legislation) and the terms “controller”, “processor”, “process” and “personal data” shall have the meanings given to those terms in such Data Protection Legislation.
(f) During and after the delivery of the Services, the Client should not provide any personal data of its clients or customers to Vistafenix. In the event that any personal data is supplied to Vistafenix by the Client under this agreement, clause 8.2(d) shall apply.
(g) The parties agrees that Vistafenix will be processing personal data for its own purposes and as such will be a controller under the Data Protection Legislation and this includes (but is not limited to) the following purposes:
(i) Vistafenix providing Services as specified in the Statement of Work;
(ii) Vistafenix and/or our independent contractors and third party suppliers may use the contact details of the Client and the Client’s representatives to send marketing materials or other publications;
(iii) Vistafenix may process personal data concerning its other clients and contacts in other ways for its own business purposes;
(iv) Vistafenix may process and transfer personal data as necessary to effect a re-organisation of its business; and
(v) Vistafenix may share personal data with other legal or professional advisers used by us to provide the Client with legal or professional services.
(h) During and after the delivery of Services, there may be limited occasions where Vistafenix may process on the Client’s behalf as a processor any personal data the Client have provided to Vistafenix. Vistafenix will advise the Client in writing where Vistafenix believes Vistafenix may act as a processor and any such processing shall be in accordance with, and subject to, the Client’s instructions.
(i) Before performing the processing, Vistafenix shall document within the instructions the subject matter and duration of the processing, the nature and purpose of the processing, the types of personal data and categories of data subjects and the other terms prescribed by the Data Protection Legislation. Vistafenix will ensure that all appropriate technical and organisational measures are taken to protect any personal data supplied by the Client to Vistafenix against unauthorised or unlawful processing, accidental loss, destruction or damage, including when Vistafenix subcontract any processing (for example, in the case of external storage of data).
(j) The Client’s instructions are taken to include the use by Vistafenix, where appropriate, of independent contractors and third party suppliers appointed by us for functions such as data and file storage, back-up, destruction, billing, debt collection, legal processing and the like, in accordance with the foregoing.
(k) By accepting this agreement the Client gives positive consent for Vistafenix to obtain, store and process information about the Client as described in the preceding paragraphs. The Client agrees that where necessary the Client will have satisfied relevant statutory ground under the Data Protection Legislation in connection with the above-described categories of processing, before providing Vistafenix with personal data. It is also a term of this agreement that any personal data supplied by Vistafenix to the Client about employees/independent contractors of Vistafenix and/or any third parties may only be used for the express purposes for which that information is provided to the Client.
(l) Each party shall comply with the terms of the Data Protection Legislation.
The Client grants to Vistafenix (and its subcontractors, employees or agents) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use the Client Content to the extent reasonably required to perform any Services.
The Client:
(a) warrants that Vistafenix’s use of Client Content as contemplated by this agreement will not infringe any third-party Intellectual Property Rights; and
(b) will indemnify Vistafenix from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.
(c) The Client will not acquire Intellectual Property Rights in any Vistafenix IP.
(d) Subject to the payment of the Fees, Vistafenix grants to the Client:
(i) a non-exclusive, royalty free, non-transferable, worldwide and revocable licence to use any Vistafenix IP to the extent required for the Client to use, enjoy the benefit of or exploit the Services and/or any Developed IP.
(e) Vistafenix:
(i) warrants that the Client’s use of Vistafenix IP as contemplated by this agreement will not infringe any third-party Intellectual Property Rights; and
(ii) will indemnify the Client from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.
(f) Subject to the payment of the Fees, the Intellectual Property Rights in all Developed IP shall, immediately upon their creation be assigned to the Client.
(g) The Client grants to Vistafenix a non-exclusive, royalty-free, transferable, worldwide and irrevocable licence to use the Developed IP for the purpose of providing the Services and as contemplated under this agreement, including without limitation clause 7.
For the purposes of this clause 9:
(h) “Client Content” means any documents or materials supplied by the Client to Vistafenix under or in connection with this agreement including the Services as specified in any Statement of Work, including any Intellectual Property Rights attaching to those materials.
(i) “Developed IP” means any materials produced by Vistafenix in the course of providing Services or Deliverables including photographs, documentation, reports, data, designs, concepts, know-how, information, advice, opinions, emails, notes whether in draft or final form, in writing, provided orally, either alone or in conjunction with the Client or others, and any Intellectual Property Rights attaching to those materials.
(j) “Vistafenix IP” means all materials owned or licensed by Vistafenix that is not Developed IP and any Intellectual Property Rights attaching to those materials.
(k) “Intellectual Property Rights” means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement.
(a) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this agreement are excluded.
(b) To the maximum extent permitted by the applicable law, neither Vistafenix, nor any of Vistafenix’s employees, contractors, directors, officers or agents (Personnel) will be liable to the Client for:
(i) any incidental, punitive, indirect, special or consequential damage, loss or expenses, including but not limited to any loss of business, contracts, revenue, or profits, any business interruption, security breach, loss of data, loss of goodwill or reputation or other pecuniary loss suffered by the Client, even if Vistafenix or any of its Personnel have been advised of their possible existence, arising in connection with the provision of the Services or this agreement; nor
(ii) any direct damage loss or expenses arising from loss of customers, loss of profits, loss of anticipated profits or loss of savings, arising in connection with the provision of the Services or this agreement.
(c) To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under this agreement or in connection with the provision of the Services including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in England and Wales (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.
(d) Without prejudice to the limitation of liability provisions above, in the event that the Client incurs any loss, damage or expense arising out of this agreement, the Client agrees that Vistafenix's maximum liability to the Client shall be limited to either (a) the total amounts paid by you to us for the provisions of the Services listed in a Statement of Work under which the liability arose, or (b) where the liability does not relate to the Services listed in a Statement of Work, the sum of £500.
(a) Vistafenix may terminate this agreement for any reason at any time by providing 14 days’ written notice to the Client. The date of termination will be the date that is 14 days from the date of the notice.
(b) Subject to clause 11.1(c), the Client may terminate this agreement for any reason at any time by providing 45 days’ written notice to Vistafenix. The date of termination will be the date that is 45 days’ from the date of the notice.
(c) In the event that an effective Statement of Work has a Minimum Term, then where the Client terminates this agreement pursuant to clause 11.1(b), the date of termination shall be the expiry of the Minimum Term. In the event of multiple Statements of Work, the date of termination shall be the latter of the expiry dates of such Statements of Work.
(d) Either party (Non-Defaulting Party) may terminate this agreement immediately by written notice to the other party (Defaulting Party) if the Defaulting Party:
(i) is in material breach of this agreement and either:
(A) fails to remedy such breach within 14 days of receiving notice from the Non-Defaulting Party requiring it to remedy such breach; or
(B) that breach is not capable of remedy; or
(ii) becomes subject to any form of insolvency or bankruptcy administration.
The date of termination will be the date that notice is given.
The expiration or termination of this agreement will not prejudice any accrued rights or liabilities of either party, nor excuse either party from a breach of this agreement occurring prior to expiration or termination of this agreement.
Upon expiration or termination of this agreement:
(e) the Client will pay any outstanding Fees for Services provided (or that would have been provided should the termination notice not have occurred) up to the date of termination;
(f) the Client must pay all amounts owed for Services already provided as at the date of termination;
(g) each party must return all property of the other party to that other party; and
(h) each party must immediately return to each other party, or (if requested by that party) destroy, any documents in its possession or control containing Confidential Information of the other party.
Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of this agreement will survive and be enforceable after such termination or expiry.
(a) A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory injunction, unless that party has complied with the requirements of this clause.
(b) A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
(c) Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.
(a) A notice or other communication to a party under this agreement must be:
(i) in writing and in English; and
(ii) delivered via email to the other party, to the email address specified in this agreement, or if no email
address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.
(b) Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
(i) 24 hours after the email was sent; or
(ii) when replied to by the other party,
whichever is earlier.
(a) If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of:
(i) reasonable details of the Force Majeure Event; and
(ii) so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.
(b) Subject to compliance with clause 14(a) the relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
(c) The Affected Party must use its reasonable endeavours to overcome or remove the Force Majeure Event as quickly as possible.
(d) For the purposes of this agreement, a ‘Force Majeure Event’ means any:
(i) act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
(ii) strikes or other industrial action outside of the control of the Affected Party;
(iii) war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
(iv) any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of the Affected Party, to the extent it affects the Affected Party’s ability to perform its obligations.
This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior consent of each other party (such consent not to be unreasonably withheld).
This agreement may only be amended in accordance with a written agreement between the parties.
This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.
An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.
This agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this agreement and all together constitute one agreement.
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.
(a) (singular and plural) words in the singular includes the plural (and vice versa);
(b) (gender) words indicating a gender includes the corresponding words of any other gender;
(c) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(d) (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(e) (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(f) (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
(g) (headings) headings and words in bold type are for convenience only and do not affect interpretation;
(h) (includes) the word “includes” and similar words in any form is not a word of limitation; and
(i) (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.
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