1. VENTUURE LTD
Ventuure Ltd (also referred to as “we” or “us”) is an English limited company with registration number 14065498. Our principal address is Green Park House, 15 Stratton Street, London W1J 8LQ UK.
2. THESE TERMS AND CONDITIONS AND “YOU”
2.1 These are the Terms and Conditions which will apply to the Services which we provide to you as our client (“you”) in relation to any matter on which you retain us, unless otherwise agreed.
2.2 When you instruct us to advise you on a new matter we shall normally send you a Proposal Agreement in the form of an online document or contained in an email, confirming your instructions, save where the instructions fall within the scope of a previous Agreement. The terms of our proposed Agreement and these Terms and Conditions will be incorporated within the Proposal Agreement and on signature will form a contract between us (the “Contract”) for that matter.
2.3 For the purposes of these Terms and Conditions, each we or us and you shall be known individually as a “party” and together the “parties.”
3. SCOPE OF OUR SERVICES
3.1 The services we provide in relation to any matter will be described in the Proposal Agreement or will otherwise be agreed between us at the outset of the matter and may be varied by agreement during the course of the matter (the “Services”).
3.2 In supplying the Services, we shall:
3.2.1 perform the Services with reasonable care and skill; and
3.2.2 use reasonable endeavours to perform the Services in accordance with the service description set out in the Retainer Letter.
4. YOUR OBLIGATIONS
4.1 You shall:
4.1.1 co-operate with us in all matters relating to the Services;
4.1.2 provide, to us, our agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to your premises, office accommodation, data and other facilities as required by us in order to undertake the Services; and
4.1.3 provide, in a timely manner, such information as we may require and ensure that it is accurate and complete in all material respects; and
4.1.4 respond to requests for feedback, comments, information, resources and sign-off within 10 working days, after which time any content is deemed as accepted.
4.2 If our performance of our obligations under the Contract is prevented or delayed by any act or omission of you, your agents, subcontractors, consultants or employees, we shall:
4.2.1 not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay;
4.2.2 be entitled to payment of the Charges despite any such prevention or delay; and
4.2.3 be entitled to recover any additional costs, charges or losses we sustain or incur that arise directly or indirectly from such prevention or delay.
5. INTELLECTUAL PROPERTY
5.1 We and our licensors shall retain ownership of all intellectual property rights in and to all documents, products and materials developed by us or our agents, subcontractors and personnel as part of or in relation to the Services in any form, including without limitation computer programs, data, reports and specifications (including drafts) set out in the Retainer Letter (“Our IP”). You are granted a non-exclusive licence to use Our IP for the matter for which it is provided but not otherwise.
5.2 You and your licensors shall retain ownership of all intellectual property rights in all materials, equipment and tools, drawings, specifications and data supplied by you to us (“Your IP”). You grant to us a non-exclusive licence to use Your IP for the purpose of providing the Services to you in accordance with the Contract.
5.3 If you request original documentation or source files, an administration fee will be charged to collate and transmit to you, either by way of hard drive storage or via WeTransfer to an email address of your choice.
6. CHARGES AND PAYMENT
6.1 In consideration for the provision of the Services, you shall pay us the charges as set out in the Proposal Agreement (the “Charges”).
6.2 All projects or engagements will start on payment of an initial fee.
6.3 Where possible, we shall provide you with an estimate of our likely overall costs in relation to a matter. Unless otherwise agreed by us in writing, any estimate or quotation of costs does not amount to a promise or agreement that we shall perform our services within a fixed time or for a fixed fee.
6.4 We shall notify you if any estimate of time and/or fees that we have given to you needs to be materially revised because unforeseen additional work becomes necessary or your requirements or other circumstances have changed or because of delays or unanticipated problems which are beyond our control.
6.5 If for any reason a matter does not proceed to completion, we shall charge you for work done and expenses and disbursements incurred, unless otherwise agreed.
6.6 All amounts payable by you exclude amounts in respect of value added tax (VAT) which you shall additionally be liable to pay to us at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.
6.7 We shall submit invoices for the Charges plus VAT if applicable to you on a monthly basis.
6.8 You shall pay each invoice due and submitted to you by us, within thirty (30) days of receipt, to a bank account nominated in writing by us.
6.8 In case of late payment, we reserve the right to:
6.8.1 claim statutory interest (being currently eight per cent (8%) above the applicable Bank of England official dealing rate) pursuant to the Late Payment of Commercial Debts (Interest) Act 1998; and
6.8.2 suspend all Services until payment has been made in full; and
6.8. report late payments to our invoice underwriter and debt recovery provider, which may impact on your credit score.
7. LIMITATION AND EXCLUSIONS OF LIABILITY
7.1 Nothing in this Contract shall limit or exclude the liability of either party for:
7.1.1 death or personal injury;
7.1.2 fraud or fraudulent misrepresentation; or
7.1.3 any matter in respect of which it would be unlawful to exclude or restrict liability.
7.2 Subject to clause 7.1 above we shall not be liable to you for any loss of profit, sales, revenue, or business; loss of or damage to goodwill; loss of data; loss of agreements or contracts; and/or indirect or consequential loss.
7.3 The total liability of us to you in respect of all other loss or damage arising under or in connection with this Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the greater of: (a) one thousand (£1,000) pounds sterling; and (b) the Charges paid or payable by you to us in the twelve (12) months preceding the first claim hereunder.
8. TERMINATION
8.1 We may terminate the Contract for convenience at any time upon providing thirty (30) days’ written notice to you.
8.2 Without affecting any other right or remedy available to either party, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
8.2.1 the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;
8.2.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its 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 its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
8.2.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
8.2.4 the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
8.3 We may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under the Contract on the due date for payment.
8.4 On termination of the Contract for whatever reason:
8.4.1 you shall immediately pay to us all of outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we may submit an invoice, which shall be payable immediately on receipt;
8.4.2 any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect; and
8.4.3 termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
9. DATA PROTECTION
9.1 Both parties will comply with all applicable Data Protection Legislation requirements. For the purposes of this clause 9, Data Protection Legislation means the Data Protection Act 2018, and the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, and the GDPR as transposed into United Kingdom national law by operation of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 and those all laws relating to Data protection and privacy which are from time to time applicable to MMI or its programme countries or national affiliates, as amended, replaced or updated from time to time.
9.2 To the extent that we process personal data on behalf of you, such processing shall be in accordance with our Data Processing Agreement.
10. GENERAL
10.1 Force majeure
We shall not be liable to you for any delay in performing, or failure to perform, any of our obligations under the Contract if such delay or failure result from events, circumstances or causes beyond our reasonable control.
10.2 Assignment and other dealings
10.2.1 You shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights and obligations under the Contract without our prior written consent.
10.2.2 We may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all our rights under the Contract.
10.3 Confidentiality
10.3.1 Each party undertakes not at any time during the Contract, and for a period of two (2) years after termination or expiry of the Contract, to disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other belongs, except as permitted by clause 10.3.
10.3.2 Each party may disclose the other’s confidential information:
(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that each of our employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other’s confidential information comply with this clause 10.3; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.3.3 Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Contract.
10.4 Entire agreement
10.4.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
10.4.2 Each party acknowledges that in entering into the Contract it did not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
10.5 Insurance
We shall, throughout the term of the Contract maintain appropriate insurance to cover our liabilities under the Contract.
10.6 Variation
No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
10.7 Waiver
10.7.1 A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
10.7.2 A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
10.8 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
10.9 Notices
10.9.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by email to the address specified in the Retainer Letter (if any) or as otherwise provided by the parties in writing.
10.9.2 Any notice or communication shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) if sent by pre-paid national postal mail or other next working day delivery service, at 9.00 am on the second business day after posting;
(c) if sent by pre-paid airmail providing proof of postage at 9.00 a.m. on the fifth business day after posting; or
(d) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 10.9.2(d), business hours means 9.00 a.m. to 5.00 p.m. Monday to Friday on a day that is not a public holiday in the place of receipt.
10.9.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
10.10 Third party rights
10.10.1 Unless it expressly states otherwise, the Contract does not give rise to any rights for a third party to enforce any term of the Contract.
10.10.2 The rights of the parties to terminate or vary the Contract are not subject to the consent of any other person.
10.11 Governing law
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the laws of England.
10.12 Jurisdiction
Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
10.13 Language
10.13.1 The Contract is drafted in the English language. If the Contract is translated into any other language, the English language version shall prevail.
10.13.2 Any notice given under or in connection with the Contract shall be in the English language. All other documents provided under or in connection with the Contract shall be in the English language or accompanied by a certified English translation.
10.13.3 If such document is translated into any other language, the English language version shall prevail.