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).


1.                   The Agreement

1.1                 The 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.

1.2                 Unless 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.

1.3                 The Agreement shall be deemed accepted by the Client upon the first of:

(a)       the Client′s signature of the Agreement;

(b)      the Client′s instruction to commence work;

(c)       VVS starting work for the Client; or

(d)      the Client′s payment of any agreed fee.

1.4                 Variations or additions to the Agreement can be made. However, both Parties must agree to the variation or addition in writing.

2.                   Provision of Services

2.1                 VVS undertakes that it will perform the services expressly described in the Plan (the Services) with reasonable skill and care.

2.2                 Where the 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.

2.3                 VVS will 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.

3.                   Client′s Obligations

3.1                 VVS may 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.

3.2                 The 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

4.1                 The 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.

4.2                 All fees, 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.

4.3                 Unless otherwise agreed by the Parties in writing, the Price shall be payable in the manner specified in the Plan.

4.4                 If 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.

4.5                 Unless otherwise agreed in writing, all invoices shall be payable within 14 days of the date of VVS′ invoice.

4.6                 Unless 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 judgment.

5.                   Limitations and Exclusions

5.1                 Nothing 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 excluded.

5.2                 In 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.

5.3                 Without 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:

(i)        loss of profit;

(ii)      loss of revenue;

(iii)     loss of anticipated benefit;

(iv)     loss of management time;

(v)      business interruption;

(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.

5.4                 Nothing in this clause 5 shall affect or limit the Client′s obligation to pay sums properly due under the Agreement.

5.5                 The 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 law. 

6.                   Forecasts and Recommendations/Third Party Services

6.1                 Statements 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.

6.2                 Implementation 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.

6.3                 VVS may, 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 contract.

6.4                 Without limiting 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 specifications.

7.                   Termination

7.1                 Either Party may at any time and without cause terminate the Agreement:

(a)       on giving 30 days′ written notice of termination to the other Party; or

(b)      by notice served within 5 working days of the completion of all work described in the applicable Plan.

7.2                 Upon 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.

7.3                 Either Party may terminate the Agreement immediately by written notice if the other Party:

(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.

7.4                 Termination shall not affect any accrued rights or liabilities arising out of the Agreement.

8.                   Confidentiality

8.1                 Each 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;

(c)       is independently developed by the recipient, without access to or benefit of the Confidential Information; or

(d)      is required by law, or by a court or governmental or regulatory order to be disclosed.

8.2                 Neither 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.                   Intellectual property

9.1                 The 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.

9.2                 In 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.

9.3                 The 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.               Data protection

10.1              VVS 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.

10.2              Information 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.

10.3              By 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 accordingly.

10.4              The 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.               Anti-bribery

11.1              In 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.

11.2              Each 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.

11.3              Without 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.

12.               Non-Solicitation

12.1              The 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

13.1              No person or entity other than the Client shall have any rights to enforce any of the terms of the Agreement against VVS.

14.               Assignment

14.1              Neither Party shall assign the Agreement without the other Party′s prior written consent (not to be unreasonably withheld or delayed).

15.               Waiver

15.1              No 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.

16.               Notices

16.1              Where the 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).

17.               Force Majeure

17.1              Neither VVS 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.

18.               Severability

18.1              If any 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.

19.               Entire Agreement

19.1              The 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 & Jurisdiction

20.1              The 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.