1.1 “Agreement” means the agreement of the Company to supply and the Customer to purchase the Services in accordance with these Conditions;
1.2 “Business Day” means any day which is not a Saturday, Sunday or public or bank holiday in England;
1.3 “Company” means VTM Versatile Telemarketing Ltd Unit 6C Park Farm Business Centre, Fornham St Genevieve, Bury St Edmunds IP28 6TS;
1.4 “Conditions” means the terms and conditions of business hereinafter contained;
1.5 “Customer” means the individual, business or company who require our services;
1.6 “Fee” means the fee agreed to provide the service, payable by the Customer to the Company for the Services;
1.7 “Services” means all services agreed to be purchased by the customer;
CONDITIONS OF SALE
2.1 These Conditions shall apply to all contracts for the supply of the Services by the Company to the Customer to the exclusion of all other terms and conditions including any terms or conditions which the Customer may purport to apply under any purchase order confirmation of order or similar document.
3 PRICE AND PAYMENT
3.1 In consideration of the provision of the Services, the Customer shall pay the Company the Fee in accordance with these Conditions.
3.2 Unless otherwise provided in writing by the Company the Fee shall bear VAT at the prevailing rate.
3.3 The Fee shall be payable within 30 days of the invoice date or by the last Business Day.
3.4 Fees may be subject to change.
4.1 This agreement is legally binding on the Customer and the Customer hereby undertakes and warrants that it has the full right, power and authority to enter into these Conditions in accordance with its terms.
5 TERM AND TERMINATION
5.1 These Conditions shall commence with effect from the Relevant Date and shall continue until the Company has delivered the Services and has received all outstanding monies from the Customer in respect of any Fees due in accordance with the Agreement and these Conditions.
5.2 Without prejudice to the foregoing provision, either party may terminate the Agreement forthwith at any time by notice in writing in the event that the Customer shall:
5.3.1 fail to pay any sum due to the Company under this Agreement on the due date; or
5.3.2 commit a material breach of any of the terms of this Agreement and in the case of a breach capable of remedy shall have failed to remedy the same within 14 days of notice in writing served upon them by the Company specifying in reasonable detail the breach complained of and requiring the remedy; or
5.3.3 become insolvent or have a receiver or manager appointed or make a composition with its creditors or enter into liquidation or be made the subject of a winding up or administrative order or the subject of a reconstruction or amalgamation; or
5.3.4 suffer any distress or execution of legal process to be levied upon or threatened against its assets; or cease or threaten to cease to carry on its business.
5.5 For the avoidance of doubt it is agreed that payments made in advance will not be repayable by the Company to the Customer under any circumstances in the event of termination of the Agreement.
6 CANCELLATION TERMS
6.1 The Customer is required to give the Company notice if it wants to cancel all or part of the Services. Customer must give 12 week’s notice of cancellation to Services.
EXCLUSION OF LIABILITY
7.1 To the extent permitted by law, neither the Company shall be liable to the Customer whether in contract, tort (including breach of statutory duty or negligence) or otherwise for any loss or special indirect or consequential loss of any nature whatsoever arising directly or indirectly out of the supply of the Services by the Company or occasioned to any person acting omitting to act or refraining from acting in reliance upon the content or presentation of the Services or any error or defect therein or out of the performance, non-performance or delayed performance by the Company of the Services. Consequential loss shall be deemed to include, but is not limited to, any loss of profits or anticipated profits, damage to reputation or goodwill, loss of business or anticipated business, loss of revenues or anticipated savings, damages, costs, expenses incurred or payable to any third party or any other indirect or consequential losses.
8.1 The Company acknowledges that in the provision of the Services, certain confidential information and data relating to the Customer’s business will come within the Company’s possession. The Company undertakes not to use that information or documentation for its own or other unauthorised purposes or to divulge any such information to any person for any purpose whatsoever.
8.2 Both the Company and the Customer shall each keep confidential each others business information and documents and shall not without the prior consent in writing of the other disclose to any third party any information or documents which it has acquired from the other as a result of discussions negotiations and other communications between them relating to the services.
9.1 The Services and any materials that contain information confidential to the Company. Copyright in the materials is owned by the Company and the materials should not be copied or disclosed to any other person without the express authorisation of the Company.
10 GENERAL PROVISIONS.
10.1 Force Majeure – the Company shall not be liable for any failure to fulfil its obligations caused by circumstances beyond its reasonable control, provided that it has made reasonable efforts to fulfil its obligations under the Agreement.
10.2 Any notice required or authorised to be given under the Agreement shall be sufficiently served if delivered, emailed or posted by first class recorded delivery post to the registered office of the relevant party and shall be deemed to have been served on the date of delivery or three working days after the date of posting whichever shall first occur.
10.3 The Company reserves the right from time to time and on more than one occasion to waive any of the obligations imposed by the Agreement on the Customer. No waiver by the Company of any breach of any of these Conditions shall constitute a waiver by the Company of any prior concurrent or subsequent breach of the same or any other condition.
10.4 The Customer shall not assign or otherwise transfer all or any of its rights, interests or obligations under the Agreement without the prior written consent of the Company.
10.5 The Agreement shall be governed by the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English Courts.
10.6 Termination of the Agreement shall be without prejudice to all rights and remedies which either party may have against the other hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to continue in force on or after such termination.
10.7 The headings to these Conditions do not form part of the Conditions and shall not affect the interpretation.