Terms of Business
YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 13 (LIMITATION OF LIABILITY).
1. ABOUT US
- 1.1 Company details. VISION DPI LIMITED (company number 11811817) (we and us) is a company registered in England and Wales and our registered office is at 19 King Street, King's Lynn, Norfolk, PE30 1HB.
- 1.2 Contacting us. To contact us telephone our customer service team at 0333 200 1343 or e-mail email@example.com. How to give us formal notice of any matter under the Contract is set out in Clause 15.
2. OUR CONTRACT WITH YOU
- 2.2 The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
- 2.3 These Terms and the Contract are made only in the English language.
- 2.4 You should print a copy of these Terms or save them to your computer for future reference.
3. PLACING AN ORDER AND ITS ACCEPTANCE
- 3.1 Please follow the onscreen prompts to place an order. You may only submit an order using the method set out on the site. Each order is an offer by you to buy the services specified in the order (Services) subject to these Terms.
- 3.2 Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
- 3.3 After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in Clause 3.4.
- 3.4 Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.
- 3.5 If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.
4. OUR SERVICES
- 4.1 Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
- 4.2 Subject to our right to amend the specification (see Clause 4.3) we will supply the Services to you in accordance with the specification for the Services appearing on our website at the date of your order in all material respects.
- 4.3 We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services, and we will notify you in advance of any such event.
- 4.4 We warrant to you that the Services will be provided using reasonable care and skill.
- 4.5 We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.
5. YOUR OBLIGATIONS
- 5.1 It is your responsibility to ensure that:
- (a) the terms of your order are complete and accurate;
- (b) you co-operate with us in all matters relating to the Services;
- (c) you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
- (d) you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
- (e) you comply with all applicable laws, including health and safety laws; and
- 5.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in Clause 5.1 (Your Default):
- (a) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the contract under Clause 13 (Termination);
- (b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
- (c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
6. SERVICES IN UK ONLY
Unfortunately, we are unable to accept orders for Services from outside the UK.
- 7.1 In consideration of us providing the Services you must pay our charges (Charges) in accordance with this Clause 7.
- 7.2 The Charges are the prices quoted on our site at the time you submit your order, which may consist of an initial upfront payment and monthly instalments thereafter for the duration of the Contract.
- 7.3 If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.
- 7.4 We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see Clause 7.7 for what happens if we discover an error in the price if the Services you ordered.
- 7.5 Our Charges may change from time to time, but changes will not affect any order you have already placed.
- 7.6 Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
- 7.7 It is always possible that, despite our best efforts, some of the Services on our site may be incorrectly priced. If the correct price for the Services is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.
8. HOW TO PAY
- 8.1 We will take your first payment for the Service upon acceptance of your order and will take subsequent payments monthly in advance.
- 8.2 Payment for the Services is by direct debit. Your designated bank account will be charged automatically each month.
- 8.3 We will send you an electronic invoice within seven days of the beginning of the month following payment.
- 8.4 If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under Clause 13 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 8.4 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
- 8.5 All amounts due under the Contract must be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
- 8.6 If you fail to make a payment under the Contract by the due date then, without limiting our remedies under Clause 13 (Termination), we may suspend your access to the Services. Access to the Services will be restored promptly after we receive payment in full and cleared funds of all sums owed to us by you. Our Charges shall remain payable during any period of suspension notwithstanding that you may not have access to the Services.
9. INTELLECTUAL PROPERTY RIGHTS
- 9.1 All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us.
- 9.2 We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence for the duration of the Contract to copy the deliverables specified in your order (excluding materials provided you) for the purpose of receiving and using the Services and such deliverables in your business. You may not sub-license, assign or otherwise transfer the rights granted in this Clause 9.2.
- 9.3 You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the duration of the Contract for the purpose of providing the Services to you.
10. PERSONAL DATA
- 10.1 For the purposes of this Clause 10, “Data Protection Legislation” shall mean Regulation (EU) 2016/679 (General Data Protection Regulation) for so long as it applies to the UK together with the Data Protection Act 2018 and any successor or replacement legislation applying to the UK in relation to the processing of personal data.
- 10.2 Each of us will comply with all applicable requirements of the Data Protection Legislation and to the extent that we act as your data processor in respect of providing any of the Services, we will:
- (a) process that personal data only on your documented written instructions unless we are required by law to otherwise process that personal data. Where we are required to process the personal data in accordance with any applicable law, we will promptly notify you of this before performing the processing required by law unless such laws prohibit us from so notifying you;
- (b) put in place the security measures described by us from time to time which you confirm to be appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
- (c) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential;
- (d) not transfer any personal data outside of the European Economic Area without your prior written consent;
- (e) will maintain a register of all sub-processors of the personal data that we may use which shall be available to you on request. Where we wish to appoint any new sub-processor to process any part of the personal data we will first give you written notice of the proposed new sub-processor. We will ensure that appropriate contractual and other measures are in place to protect the personal data processed by any sub-processor and shall remain liable to you for any such processing of such personal data;
- (f) taking into account the nature of our processing, provide reasonable assistance to you, at your cost, in responding to any request from a data subject and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
- (g) notify you without undue delay on becoming aware of a personal data breach;
- (h) at your written request, delete or return personal data and copies thereof to you on termination of this agreement unless required by law to store the personal data;
- (i) at your cost, make available to you all information necessary to demonstrate our compliance with our obligations under this clause 10, and contribute to audits and inspections conducted by you or your designated auditors; and
- (j) immediately inform you, if in our opinion, an instruction from you infringes the Data Protection Legislation.
11. LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
- 11.1 We have obtained insurance cover in respect of our own legal liability for individual claims not exceeding £1,000,000 per claim (including costs and expenses). The limits and exclusions in this clause reflect the insurance cover we have been able to arrange and you are responsible for making your own arrangements for the insurance of any excess loss.
- 11.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
- (a) death or personal injury caused by negligence;
- (b) fraud or fraudulent misrepresentation; and
- (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
- 11.3 Subject to Clause 11.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
- (a) loss of profits;
- (b) loss of sales or business;
- (c) loss of agreements or contracts;
- (d) loss of or damage to goodwill; and
- (e) any indirect or consequential loss.
- 11.4 Subject to Clause 11.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the liability for individual claims set out in Clause 11.1.
- 11.5 We have given commitments as to compliance of the Services with the relevant specification in Clause 4. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
- 11.6 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
- 11.7 This Clause 11 will survive termination of the Contract.
- 12.1 We each undertake that we will not at any time disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by Clause 12.2.
- 12.2 We each may disclose the other’s confidential information:
- (a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this Clause 12; and
- (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- 12.3 Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.
13. DURATION AND TERMINATION
- 13.1 This agreement begins on the Commencement Date and, subject to clause 13.2 and clause 14, shall continue for an initial term of 12 months and indefinitely after that until terminated by either party giving at least 3 months' prior written notice to expire on or after the expiry date of the initial term.
- 13.2 Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
- (a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 5 days of you being notified in writing to do so;
- (b) you fail to pay any amount due under the Contract on the due date for payment;
- (c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business;
- (d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
- (e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
- 13.3 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
- 13.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
14. EVENTS OUTSIDE OUR CONTROL
- 14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
- 14.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
- (a) we will contact you as soon as reasonably possible to notify you; and
- (b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
- 14.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 60 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
15. COMMUNICATIONS BETWEEN US
- 15.1 When we refer to “in writing” in these Terms, this includes email.
- 15.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
- 15.3 A notice or other communication is deemed to have been received:
- (a) if delivered personally, on signature of a delivery receipt;
- (b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
- (c) if sent by email, at 9.00 am the next working day after transmission.
- 15.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
- 15.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
- 16.1 We may assign or transfer our rights and obligations under the Contract to another entity.
- 16.2 You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
- 16.3 Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
- 16.4 If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
- 16.5 Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
- 16.6 The Contract is between you and us. No other person has any rights to enforce any of its terms.
- 16.7 The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.