TERMS AND CONDITIONS FOR THE PROVISION OF CONSULTANCY
TERMS AND CONDITIONS FOR THE
PROVISION OF CONSULTANCY
In these terms and conditions, Venice Virtual Services Ltd is referred
to as VVS, and the party to whom
the Plan is addressed is referred to as the Client (collectively the Parties
or individually the Party).
THE CLIENT′S PARTICULAR ATTENTION IS DRAWN TO
THE LIMITATIONS AND EXCLUSIONS SET OUT IN CLAUSES 5 AND 6
agreement made between the Parties comprises:
(a)VVS′ written proposal issued to the Client setting out the
Services (Plan); and
(b)these terms and conditions (Terms);
collectively the Agreement.
In the event of any inconsistency or conflict between these Terms and the Plan,
the Plan shall prevail.
otherwise agreed by both VVS and the Client in writing, the Agreement shall
apply to the full exclusion of any other terms including any standard terms
which the Client might use with its other suppliers.
Agreement shall be deemed accepted by the Client upon the first of:
(a)the Client′s signature of
(b)the Client′s instruction to
(c)VVS starting work for the
(d)the Client′s payment of any
or additions to the Agreement can be made. However, both Parties must agree to
the variation or addition in writing.
2.Provision of Services
undertakes that it will perform the services expressly described in the Plan (theServices) with reasonable skill and
Plan indicates that the Services are to include resourcing services, VVS will
use reasonable endeavours to fill the role sought to be filled by the Client,
but VVS shall not be deemed to be acting as an Employment Agency nor as an
Employment Business as each of those terms is defined by current legislation.
use consultants with appropriate skills and experience for the provision of the
Services. VVS may from time to time replace those consultants with consultants
of suitable experience and suitability.
need access to the Client′s facilities, information, systems, tools and
resources for and during the provision of the Services. If so requested by VVS,
the Client, without charge to VVS, will provide access to these to the extent
reasonably requested by VVS and shall co-operate with VVS to the extent
reasonably required to achieve the objectives set out in the Agreement. The
Client shall further make decisions and inform VVS of the results of those
decisions when VVS reasonably requests it to do so in furtherance of VVS′
performance of the Services.
Client acknowledges that, in providing the Services, VVS relies on the information
about the Client and about any matter provided to it by the Client which is or
may be relevant to the Services and does not seek to establish the reliability
of such information; accordingly, the Client:
(a)undertakes to provide complete and accurate information about itself
and about any such matter which is or may be relevant to the Services and to
provide such other information as VVS may reasonably request; and
(b)warrants that any such information provided is accurate, complete
and not misleading.
4.Fees and Payment
Agreement sets out the proposed fees, costs and expenses for the Services (the Price). Fees based on time and
materials or on an estimate do not constitute a fixed price. VVS may increase
the Price to reflect any variation to the Plan requested by the Client and/or
any additional costs, charges or expenses incurred by VVS as a result of any
breach of the Agreement by the Client.
costs and expenses referred to in the Agreement are exclusive of VAT, sales and
similar taxes of any kind, which, (if applicable), shall be paid by the Client
in addition to the Price.
otherwise agreed by the Parties in writing, the Price shall be payable in the
manner specified in the Plan.
4.4If the Plan
does not specify how the Price shall be paid (and the Parties have not agreed
on the manner of payment in writing) then the default payment method shall be
by monthly instalments, payable in arrears.
otherwise agreed in writing, all invoices shall be payable within 14 days of
the date of VVS′ invoice.
otherwise agreed by the Parties in writing, if any invoice is not paid in full
and cleared funds within 14 days of its date, VVS may suspend performance of
the Services and/or charge interest at the rate provided under the Late Payment
of Commercial Debts (Interest) Act 1998 on any overdue amount from the due date
until the date of actual payment of the overdue amount, whether before or after
in this Agreement shall exclude or limit a Party′s liability for death or
personal injury caused by negligence, or for fraud, fraudulent
misrepresentation or any other liability which may not lawfully be limited or
respect of any liability other than as described in clause 5.1 above and
subject to clause 5.4, each Party′s total liability arising out of or in
connection with the Agreement (whether in compensation for any breach, under
any indemnity or otherwise and whether in contract, tort, for breach of
statutory duty or otherwise) shall not exceed in aggregate 100% of the total
fees payable by the Client under this Agreement.
limiting the foregoing but subject to clause 5.1 above, neither Party shall
have any liability to the other (whether in compensation for any breach or
pursuant to any indemnity and whether in contract, tort, for breach of
statutory duty or otherwise) for:
(a)indirect, special or consequential losses of any kind; or
(b)for any loss which is or represents:
(ii)loss of revenue;
(iii)loss of anticipated benefit;
(iv)loss of management time;
(vi)third party liability;
(vii)loss of data;
(viii)loss of use of any tangible or intangible asset; or
(ix)any loss which procedures and precautions implemented by the Client
(or which would generally be expected to be implemented by a person exercising
a degree of skill, diligence, prudence and foresight in the same or similar
circumstances) could have prevented or reduced.
in this clause 5 shall affect or limit the Client′s obligation to pay sums
properly due under the Agreement.
express terms of this Agreement shall apply in place of all warranties,
conditions, terms, representations, statements, undertakings and obligations
whether expressed or implied by statute, common law, custom, usage or
otherwise, all of which are excluded to the fullest extent permitted by
Recommendations/Third Party Services
made by VVS relating to the Services, and all recommendations, opinions, reports,
presentations, surveys and forecasts or other communications (together Forecasts) in the Agreement, are made
in good faith on the basis of information available at the time and such
Forecasts are addressed only to and may be used only by the Client. Whilst VVS
will use reasonable skill and care in the preparation of such Forecasts,
neither VVS nor any consultant employed or engaged by VVS shall have any
liability in relation to losses or damage incurred as a result of or in
relation to the Client′s reliance on such Forecasts and the Client acknowledges
that such liability is a business risk of the Client.
of the results of the Services may require the involvement of third parties
engaged by the Client. VVS strongly recommends that the Client obtains
independent advice before entering into any legally binding commitment with any
such third parties.
during its performance of the Services, make statements about or
recommendations of third party products, software,
equipment or services. VVS gives no warranty in relation to such products,
software, equipment or services, and the Client shall rely solely on the
warranties and remedies provided by any such third party with whom it may
any of the foregoing provisions of this clause 6, VVS will use reasonable
endeavours to assist the Client to minimise risk and additional cost or delay
relating to the involvement in the Client′s project of any third parties
involved in the provision of other services or goods to the Client; in no
circumstances shall VVS be liable for any failure by any such third party to
supply goods or perform services within particular timescales or to particular
Party may at any time and without cause terminate the Agreement:
(a)on giving 30 days′ written notice of termination to the other
(b)by notice served within 5 working days of the completion of all
work described in the applicable Plan.
termination pursuant to clause 7.1, the Client shall pay VVS all sums due in
respect of the Services provided and expenses incurred prior to termination.
Party may terminate the Agreement immediately by written notice if the other
(a)commits an act of bankruptcy or goes into liquidation or is put
into liquidation (other than for a proper commercial purpose and whilst
solvent) or a receiver is appointed or an administration order is made in
respect of it; and/or
(b)commits a material breach of the Agreement and has failed to
remedy the breach within 30 days of receipt of a written notice from the
non-breaching Party notifying the other Party that the breach has occurred.
shall not affect any accrued rights or liabilities arising out of the
8.1Each Party shall, and shall procure
that its personnel and representatives shall, keep confidential the terms of
this Agreement and any information identified by the other Party as being
confidential or which could otherwise reasonably be supposed to be confidential
in nature (Confidential Information),
provided that this clause shall not apply to information which:
(a)is or comes into
the public domain through no fault of the recipient;
(b)is or has been
lawfully received by the recipient from a third party free of any obligation of
confidence at the time of its disclosure;
developed by the recipient, without access to or benefit of the Confidential
(d)is required by
law, or by a court or governmental or regulatory order to be disclosed.
8.2Neither Party shall use any Confidential
Information for any purpose other than the discharge of its obligations or the
exercise of its rights under this Agreement.
9.1The Client acknowledges that any and
all intellectual property rights subsisting in or used in connection with the
Services are and shall remain VVS′ sole property.
9.2In the event that new methodologies or
processes are created or developed in the performance of the Services or as a
result of the Agreement, the Client acknowledges that the same shall be VVS′
sole property unless otherwise agreed in writing by VVS.
9.3The Client warrants that VVS′ use of any
information or materials provided to VVS by the Client will not cause VVS to
infringe the intellectual property rights of any third party.
10.1VVS will take appropriate measures to
prevent the unauthorised use or processing, or the loss or destruction of, any
personal data the Client provides to VVS.
10.2Information the Client provides or
which VVS holds about the Client, its affairs, personnel or associates may be
used by VVS subject to and in accordance with the Data Protection Act 1998 to
assist in the provision of the Services to the Client, to help VVS detect fraud
or loss or criminal activity and to keep the Client informed about other
services provided by VVS.
10.3By entering into the Agreement, the
Client consents to VVS retaining and processing data about it and its personnel
or associates (including providing the Client with information about VVS′
services) and to VVS disclosing that data to third parties where appropriate or
necessary for VVS′ provision of the Services to the Client. If the Client
prefers not to receive any information about VVS′ other services
then the Client should write to VVS so that VVS can update its records
10.4The Client warrants that any personal
data which it provides to VVS in relation to the Agreement may be processed by VVS
for the purposes described in the Agreement or for the purpose of VVS′
compliance with its statutory obligations.
11.1In this clause 11 Bribery Laws means the Bribery Act 2010 and all other applicable
UK legislation, regulations and codes in relation to bribery or corruption and
any similar or equivalent legislation in any other relevant jurisdiction, and
the expressions adequate procedures
and associated shall be construed
in accordance with the Bribery Act 2010.
11.2Each Party shall comply with
applicable Bribery Laws and each shall ensure that all of its personnel,
subcontractors and others associated with that Party so comply.
11.3Without limitation to clause 11.2,
neither Party shall make or receive any bribe (as defined in the Bribery Act
2010) or other improper payment, or allow any such to be made or received on
its behalf, either in the United Kingdom or elsewhere, and will implement and
maintain adequate procedures to ensure that such bribes or payments are not
made or received directly or indirectly on its behalf.
Client shall not, either during the continuation of the Agreement or for a
period of six months from its termination, employ or offer employment to any
member of VVS′ personnel who is or who has been engaged in providing the
Services to the Client. This shall not prevent the Client from employing or
offering employment to a member of VVS′ personnel as aforesaid who responds to
a bona fide public advertisement.
13.Third Party Rights
or entity other than the Client shall have any rights to enforce any of the
terms of the Agreement against VVS.
Party shall assign the Agreement without the other Party′s prior written
consent (not to be unreasonably withheld or delayed).
failure, delay or indulgence by either Party in exercising any power or right
under the Agreement shall operate as a waiver of that power or right.
Client is required to give notice in writing to VVS, the notice shall be in writing
in English addressed to VVS′ address as notified to the Client and shall be
sent by hand (and thereby be deemed served when properly left at such address)
or by first class pre-paid post (and thereby be deemed served 48 hours after
posting) or by e-mail (and thereby be deemed served 12 hours after satisfactory
confirmation of the notice being sent is received by the sender).
nor the Client will be liable for any failure to perform their respective
obligations, or delay in the performance of their obligations, if the failure
or delay is due to causes outside the respective Party′s reasonable control.
This clause 14 shall not affect or limit the Client′s obligation to pay sums
properly due under the Agreement.
provision or part of a provision of the Agreement is held to be invalid,
illegal or unenforceable that part shall be severed and the remaining provisions
shall continue to be valid and enforceable as if the Agreement had been
executed with the invalid provision omitted.
Agreement sets out the entire agreement and understanding of the parties
relating to the subject matter of the Agreement and supersedes all prior
agreements, understandings or arrangements.
20.Applicable Law &
Agreement shall be governed by and construed in accordance with English law and
any dispute arising out of or in connection with the Agreement will be subject
to the exclusive jurisdiction of the English Courts.