Terms and Conditions

1. Definitions

‘APPOINTMENT’ means the written acceptance of the Proposal by the Client for G-VIS to supply the DELIVERABLES.

‘CHARGES’ means the charges shown in the Proposal as amended from time to time in accordance with paragraphs 2.1 and 2.2 of these Conditions

‘CLIENT’ means the person named on the Proposal for whom G-VIS has agreed to provide DELIVERABLES in accordance with these Terms and Conditions

‘CLIENT DATA’ means any Documents and any data or other information provided by the Client relating to the Internet Services

‘CONTRACT’ means the contract for the provision of the DELIVERABLES described in these Terms and Conditions and the Proposal.

‘DELIVERABLES’ means the completed Internet products and services as specified in the proposal. ‘DELIVERY DATE(S)’ means the delivery date(s) referred to in the Proposal.

‘DOCUMENTS’ includes all forms of text, graphics, audio and visual information presented as hard copy, disk, tape, data files or other electronic media.

‘FORCE MAJEURE’ means the following: (i) Acts of God. (ii) Outbreaks of hostilities, riot, civil disturbances, acts of terrorism. (iii) The act of any government or authority (including refusal or revocation of any license or consent). (iv) Fire, explosion, flood, fog or bad weather. (v) Power failure, failure of telecommunication lines, failure breakdown of plant, machinery or vehicles. (vi) Default of suppliers or sub-contractors. (vii) Theft, malicious damage, strike, lock-out, or industrial action of any kind. (viii) Any cause or circumstance whatsoever beyond G-VIS’s reasonable control.

‘G-VIS’ means G-VIS Limited (Company Number: 3205226) whose registered office is at Unit 3, Alder Carr Farm, Creeting St Mary, Ipswich, IP6 8LX and its employees, agents or sub-contractors (as appropriate).

‘G-VIS DATA’ means the Proposal together with any Documents, data or other information provided by G-VIS relating to the DELIVERABLES.

‘INTERNET PRODUCTS AND SERVICES’ means the design, development, testing and deployment of Internet Services and any other services to be provided by G-VIS to the Client and referred to in the Proposal together with any goods specified in the Proposal.

‘PROPOSAL’ means the proposal to which these Conditions are appended together with any supporting Documents delivered to the Client prior to APPOINTMENT.

2. Supply of the Internet Products and Services

2.1 G-VIS and the Client must agree any changes or additions to the Proposal or these Conditions in writing.

2.2 On APPOINTMENT G-VIS will supply and the Client will purchase the Internet Products and Services in accordance with the Proposal and subject to these terms and conditions.

2.3 The Client shall at its own expense supply G-VIS with all necessary documents, instructions and all necessary data or other information relating to the Internet Products and Services within sufficient time to enable G-VIS to meet its obligations under the Contract.

2.4 The Client shall ensure the accuracy and completeness of all Client DATA and the Client shall indemnify G-VIS against loss, damage, costs or expenses incurred as a direct or indirect result of any inaccurate or incomplete Client DATA.

2.5 The Client shall insure against the accidental loss, however caused, of all Client DATA. All Client DATA shall be at the sole risk of the Client.

2.6 Additional information about the Internet Products and Services and advice or recommendations about their provision or use that are not included in the Proposal may be made available by G-VIS on written request.

2.7 G-VIS may correct any typographical or other errors or omission in any Document relating to the provision of the Internet Products and Services without any liability to the Client.

2.8 G-VIS may at any time without notifying the Client make any changes to the Internet Products and Services which are necessary to comply with any applicable statutory requirements or which do not materially affect the nature or quality of the Internet Products and Services.

2.9 The Delivery Date is for the guidance for the Client only and represents the best estimate by G-VIS of the data upon which G-VIS can deliver the Internet Products and Services to the Client. Notwithstanding that G-VIS may have delayed or failed to deliver the DELIVERABLES on or before the Delivery Date the Client shall be bound to accept delivery and pay for the Internet Products and Services in full provided that the provision or delivery of the same shall be rendered within one month of the Delivery Date. G-VIS shall not be liable for any loss or damage whatever due to failure by G-VIS to deliver the DELIVERABLES (or any part of them) on or before the Delivery Date.

2.10 G-VIS shall be entitled to deliver the DELIVERABLES to the Client before the Delivery Date and the Client shall accept the tendering thereof on the date tendered or completed.

2.11 If performance of G-VIS’s obligations under the Contract is delayed or hindered by circumstances outside its control amounting to force majeure as defined in these Conditions, the following shall apply:

2.11.1 G-VIS will as soon as reasonably practical give the Client notice of the reasons for the delay or hindrance. However, failure to give such notice will not prevent G-VIS relying on the remaining provisions of this clause, and G-VIS will incur no liability for failure to give such notice.

2.11.2 G-VIS’s duty to perform shall be suspended for as long as the circumstances amounting to force majeure continue, and at the same time the performance of G-VIS’s obligations shall be extended by a period equal to the duration of those circumstances.

2.12 Where G-VIS are asked to defer the provision of Internet Products and Services, G-VIS shall be entitled to deliver an invoice to the Client and to receive payment of such account in respect of all Internet Products and Services completed or supplied under the Contract to the date of the deferment and/or payment for any materials or services purchased by G-VIS in connection with the Contract.

3. Charges

3.1 Subject to any special terms agreed, the Client shall pay any additional sums that are agreed between G-VIS and the Client for the provision of the Internet Products and Services or other items which, in G-VIS’s sole discretion, are required as a result of the Client’s instructions or lack of instructions, the inaccuracy of any client DATA or any other cause attributable to the Client.

3.2 Where G-VIS incurs additional costs arising from changes in the prices charged by its suppliers and which are brought into effect after the date of the Proposal G-VIS shall be entitle to vary its Charges accordingly by written notice to the Client.

3.3 All Charges are exclusive of any Value Added Tax for which the Client shall be additionally liable at the applicable rate from time to time.

3.4 On appointment to provide the agree Internet Products and Services, G-VIS shall request a deposit of 50% of the quoted value of the proposal. Work will only begin when the deposit has been received unless otherwise agreed with the client.

3.5 G-VIS shall be entitled to deliver interim invoices to the Client following the end of each month in which the Internet Products and Services are provided or supplied or at other times agreed with the Client.

3.6 The Charges and any additional sums payable shall be paid by the Client (together with any applicable Value Added Tax, and without any set-off or other deduction) within 21 days of the G-VIS invoice.

3.7 If payment is not made within the due date, G-VIS shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgment) at the rate of 3% above the base rate from time to time of Lloyds TSB Bank plc from the due date until the outstanding amount is paid in full.

4. Rights and ownership relating to G-VIS DATA and Client DATA

4.1 The property and any copyright or other intellectual property rights in:

4.1.1 Any Client DATA shall belong to the Client.

4.1.2 Any G-VIS DATA shall, unless agreed in writing between the Client and G-VIS, belong to G-VIS PROVIDED THAT the Client shall upon payment of all monies due to G-VIS be licensed to use the G-VIS DATA for the purposes set out in the proposal.

4.1.3 The Proposal together with any Documents shown or handed to the Client at the time that G-VIS present the Proposal to the Client shall belong to G-VIS and shall not be used, copied or disclosed to a third party or otherwise dealt with without the written consent of G-VIS.

4.2 Any Client DATA or other intellectual property by the Client which is so designated by the Client and any G-VIS DATA shall be kept confidential by G-VIS and all G-VIS DATA or other information provided by G-VIS which is so designated by G-VIS shall be kept confidential by the Client; but the foregoing shall not apply to any Documents, data or other information which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of the other party.

4.3 The Client warrants that the Client DATA and its use by G-VIS for the purpose of providing DELIVERABLES will not infringe the copyright or other rights of any third party, and the Client shall indemnify G-VIS against loss, damage, costs, expenses or other claims arising from such infringement.

4.4 Subject to paragraph 4.3 G-VIS warrants that any Client DATA and its use by Client in accordance with Paragraph 4.1.2 will not infringe the copyright or other rights of any third party, and G-VIS shall indemnify the Client against loss, damage, costs, expenses or other claims arising from such infringement.

5. Warranties and Liability

5.1 G-VIS warrants to the Client that the Internet Products and Services will be provided using reasonable care and skill, and as far as reasonably possible, in accordance with the Proposal, provides and at the intervals and within the times specified therein. Where the Proposal provides the supply of any goods or services by a third party, G-VIS does not give a warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to G-VIS.

5.2 G-VIS shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Client DATA or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from there late arrival or non-arrival, or any other fault of the Client.

5.3 Except in respect of death or personal injury caused by G-VIS’s negligence, or as expressly provided in these Conditions, G-VIS shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of G-VIS, its servants or agents or otherwise) which arise out of or in connection with the provision of the Internet Products and Services or their use by the Client, and the entire liability of G-VIS under on in connection with the contract shall not exceed the amount of the Charges, except as expressly provided in these conditions.

6. Termination

6.1 The Client shall be entitled to terminate the Contract at any time by giving not less than one month’s written notice to G-VIS.

6.2 Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if the other commits any breach of these Conditions and (if capable of remedy) fails to remedy the breach within 30 days after being required by written notice to do so, or if the other goes into liquidation, or (in the case of an individual or firm) becomes bankrupt; makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed.

6.3 In the event that G-VIS terminates the Contract under paragraph 6.2 above it shall have in respect of all monies due to it from the Client a general lien over all Client DATA and other property in its possession belonging to the Client and shall be entitled on the expiration of 14 days written notice to the Client or its successors in title to dispose of the said property in such a manner as it thinks fit and apply all the proceeds of sale to discharge such debts.

7. General

7.1 The headings used in these Terms and Conditions are for convenience only and shall not affect their interpretation.

7.2 The Contract constitutes the entire agreement between the parties, supersedes any previous agreement or understanding and may not be varied except in writing between the parties. All other terms and conditions expressed or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

7.3 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing address to the other party at its registered office or principal place of business or such other address as may be relevant at the time have been notified pursuant to this provision to the party giving notice.

7.4 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waive of that right and no waiver by either party of any breach or the Contract by the other shall be considered as a waive of any subsequent breach of the same or any other provision.

7.5 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provision of these Conditions and the remainder of the provision in question shall not be affected.

7.6 Any dispute arising under or in connection with these Conditions or the provision of the Internet Products and Services shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President of the London Chamber of Commerce in accordance with the Arbitration Act 1996.

7.7 English law shall apply to the Contract, and the parties agree to submit to the non-exclusive jurisdiction of the English Courts.

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