Terms of Business

Terms of Business

  1. We provide services as an independent contractor. In the event that we agree as part of such services to attend your business premises, even on a regular basis, no employee of ours shall come under the control of you or any other person except us. Our consultant will discuss with you the services to be provided before we agree to provide such services. While reasonable efforts will be made to try to ensure that this consultant continues to be closely involved in the provision of the services, we reserve the right to provide the services by means of lternative consultants.
  2. We will provide the services with reasonable care and skill. In the event that either party suffers any damage loss or injury which is caused by any breach of these terms by the other party and which (in the reasonable contemplation of the parties at the time it was agreed that the services would be provided) was a likely consequence of such a breach, the party at fault shall pay damages to the other party. Except in the case of death or personal injury, caused by negligence, damages shall be limited to £100,000 or the amount of the invoice.
  3. The rights under Copyright or otherwise to any designs, documentation, drawings or information produced or acquired in the performance of the project shall vest in and remain the property of Vendetta Business & Technical Services Limited.
  4. Any goods or services supplied remain the property of Vendetta Business & Technical Services Limited until paid for in full.
  5. Client's Obligations

  6. Information. You agree to provide us with all documents or other information necessary for the completion of the services, in sufficient time to allow us to provide the service as agreed. It is the client's responsibility to keep duplicate copies of all documents or other information provided to us. We shall have no liability for any loss or damage to such documents or information, however caused.
  7. Access to premises. You agree to ensure that our staff have sufficient access to your premises, information, data or personnel and use of any equipment that is reasonably necessary for the completion of the services. Where we need access to any third party premises, information, data or personnel, you will make all reasonable efforts to arrange this for us.
  8. Data Security. We draw your attention to the following: whilst every effort is made to protect clients' data from loss whilst carrying out service work it is the client's responsibility to ensure all data is backed up before we undertake any work. Please tell us if there is any doubt about data security before we begin any work.
  9. Software Installation. If you require software to be re-installed following work to your systems, you will need to provide the installation disks and any required serial numbers. We are not responsible if installed software is lost during repairs, upgrades or inspections.
  10. Health and Safety. You will make sure that your staff and premises comply with all relevant legislation or other regulations relating to health and safety matters and ensure that our staff are provided with a safe working environment. You will also ensure that our staff are not prevented from complying with any relevant legislation or regulation.
  11. Payment Terms

  12. All payments are to be made in full to the invoice address within 28 days of the invoice date. Cheques are to be made payable to Vendetta Business & Technical Services Limited. Disputes about invoices must be submitted in writing within 7 days from the date of the invoice. Any problems with supplies must be notified immediately. All goods and services remain the sole property of Vendetta Business & Technical Services Limited until full payment has been made and confirmed by a Director. If payment is not received for an undisputed invoice within 28 days, clients are automatically in breach of contract.
  13. We reserve the right to invoice for staged payments at any time (but not more frequently than once in any period of 7 days) for services provided, and we have the right to suspend or terminate services if any invoice remains unpaid 14 days or more after the due date.
  14. We are entitled to charge interest on any outstanding amounts at the official dealing rate of the Bank of England + 8% and to recover debt collection costs under the Late Payments legislation. Such interest will begin to accrue from 28 days from the invoice date and will continue to accrue until judgment or sooner payment.
  15. Exclusions

  16. Except as expressly provided in this Agreement no warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance, merchantability or fitness for purpose of the Sale provided hereunder is given or assumed by us, and except as expressly provided in this Agreement all such warranties, conditions, undertaking and terms are hereby excluded.
  17. Force Majeure

  18. If either party's due performance of the assignment is affected by any accident, event, omission or other matter beyond the party's reasonable control, he shall give prompt notice thereof to the other party and shall be under no liability for any injury, loss, damage or expense (direct or consequential) suffered by the other party due to the affected performance. Such party shall use reasonable efforts to avoid or overcome the causes affecting performance and shall fulfil outstanding performance when practical so to do.
  19. Notices

  20. Notices relating to the agreement shall be in writing, and be sent by first-class letter or facsimile or delivered by hand to us or the customer at their normal working address, or at such other address as each party may from time to time designate. Proof that an envelope containing a notice was correctly addressed, prepaid and posted, shall be proof that it was sent.
  21. Waiver

  22. Should either party fail to enforce any provision of the contract at any time, this shall not affect its right thereafter to require complete performance by the other party. Waiver of a breach of any provision shall not be taken to be a waiver of any subsequent breach or of the provision itself. Any waiver will be ineffective unless given in writing.
  23. Severability

  24. In the event of any clause contained in these Terms and Conditions or in the Contract Letter being declared by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall in no way impair or affect any other clause all of which shall remain in full force and effect.
  25. Whole Agreement

  26. These Terms and Conditions together with those in the Contract Letter shall apply to any contract for the provision by us to the customer of professional services constitutes the entire contract between us and the customer and supersedes all previous communications, representations and contracts either written or oral.
  27. In the case of any inconsistency between these Terms and Conditions and those in the Contract Letter, the ones in the Contract Letter shall prevail. The printed terms and conditions of any purchase order or other correspondence of the Customer in connection with the Contract shall not apply. The customer acknowledges that it is not entering into the contract in reliance upon any representation not set out in the contract. No amendment to the contract shall be binding unless in writing, signed by the parties or their duly authorised representatives and expressed to be for the purpose of such amendment.
  28. Governing Law

  29. The contract shall be interpreted under English law and each party hereby submits to the non-exclusive jurisdiction of the English Courts. Headings are for convenience only.