Client Terms & Conditions

Terms and Conditions for VMC Consulting, an operating name of DVM Holdings Limited

THE AGREEMENT

1.1. Terms defined in this agreement shall have the meaning ascribed to them in clause 15.

1.2. The contract between the Client and VMC Consulting (VMC) is comprised of:

1.2.1. these terms and conditions; and

1.2.2. the Engagement Letter, together the “Agreement”.

SUPPLY OF SERVICES

2.1. Subject to these terms and conditions, VMC will, during the Term, perform the Services described in the Engagement Letter by applying such resources and reasonable skill for its performance of the Services, and VMC shall be solely responsible for the selection and allocation of personnel to perform the Services.

CLIENT’S OBLIGATIONS

3.1. The Client shall:

3.1.1. be responsible for specifying fully and clearly its requirements in respect of the Services;

3.1.2. promptly provide all information and other materials and carry out all such actions that VMC may reasonably require to enable VMC to perform the Services;

3.1.3. promptly advise VMC if any of their details as described on any Engagement Letter change;

3.2. VMC’s ability to perform its obligations under this Agreement may be dependent on the Client fulfilling its obligations. Therefore, to the extent that the Client does not fulfil its obligations under this Agreement, VMC shall (without prejudice to VMC’s rights and remedies) be relieved of its obligations to the Client to the extent that VMC is prevented from performing the Services in accordance with this Agreement.

EXCLUSIVITY

4.1. During the Term, VMC shall be the Client’s exclusive provider of the Services (or services substantially similar to the Services) and the Client agrees not to engage any other person to provide any services that are the same as or substantially similar to the Services.

FEES AND EXPENSES

5.1. Payments: The Client shall pay to VMC, without any right of abatement, withholding, or set-off:

5.1.1. the fees for the Services, as set out in the Engagement Letter (the Fees);

5.2. Payment time: All invoices shall be payable in full in accordance with either the payment term stated in the Engagement Letter, or if no such term is stated on the Letter, within 30 days of the date of the invoice.

5.3. Currency: All payments to be made to VMC under this agreement shall be in pounds sterling.

5.4. Late Payment: If the Client fails to pay any invoice by its due date, then without prejudice to VMC’s other rights or remedies, VMC may (and reserves the right to):

5.4.1. suspend the provision of the Services or part thereof until the outstanding sums are paid in full;

5.4.2. terminate the Agreement in accordance with clause 11.

INTELLECTUAL PROPERTY

6.1. All IP Rights in any Deliverable or arising out of or in connection with the performance by VMC of the Services (other than the IP Rights in any materials, databases, resources, or information provided by the Client) shall be owned by VMC.

6.2. VMC grants to the Client, or shall procure the grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free, and perpetual license to commercially exploit any Deliverable for the purpose of receiving and using the Deliverable in the Client’s business.

6.3. The Client grants VMC a fully paid-up, worldwide, non-exclusive, royalty-free, and perpetual license to copy and modify any materials, databases, resources, or information provided by the Client for the purposes of providing the Services to the Client.

CLIENT WARRANTY

7.1. The Client warrants that all materials and information that it may provide to VMC shall, at the time it is provided, be accurate and complete in all material respects and, so far as the Client is aware, the use of the materials and information by VMC in its performance of the Services shall not infringe the IP Rights of any third party.

DATA PROTECTION

8.1. In the course of providing the Services to the Client, VMC shall Process the Personal Data of the Client’s employees and customers for the purpose of providing those Services to the Client. The Processing of the Personal Data shall be carried out for the duration of the provision of the Services.

8.2. At all times and for all purposes in relation to any Personal Data Processed in accordance with this Agreement, the Client shall be the Controller and VMC shall be the Processor.

8.3. The Client, as Controller of the Personal Data, shall remain legally responsible for Processing carried out by VMC.

8.4. The Client shall ensure that Personal Data is Processed lawfully, fairly, and transparently in accordance with the principle of the General Data Protection Regulations.

8.5. The Client shall not instruct the Processor to Process Personal Data on their behalf under this Agreement where the Client does not have a secure basis in law to Process that Personal Data.

8.6. VMC shall Process the Personal Data only in accordance with the Client’s documented instructions and in accordance with the General Data Protection Regulation and this Agreement.

8.7. VMC shall have in place appropriate technical and organisational security measures that protect the Personal Data it Processes on behalf of the Client from unauthorised or unlawful Processing, accidental loss, destruction, or damage.

8.8. VMC shall not share the Personal Data with any third party without the prior written permission of the Client or Process Personal Data in any way or for any purpose that has not been instructed and authorised by the Client.

8.9. VMC shall, at the choice of the Client, delete or return all the personal data to the Client after the end of the provision of Services relating to Processing, and delete any existing copies.

LIMITATION OF LIABILITY

9.1. Nothing in this Agreement limits any liability which cannot legally be limited, including liability for:

9.1.1. death or personal injury caused by negligence;

9.1.2. fraud or fraudulent misrepresentation; and

9.1.3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

9.2. Nothing in this clause shall limit the Client's payment obligations under this Agreement.

9.3. Subject clause 9.2 (No limitation of customer's payment obligations) and clause 9.1 (Liabilities which cannot legally be limited), this clause 9.3 sets out the types of loss that are wholly excluded:

9.3.1. loss of revenue;

9.3.2. loss of actual or anticipated profits;

9.3.3. loss of agreements or contracts;

9.3.4. loss of the use of money;

9.3.5. loss of anticipated savings;

9.3.6. loss of business;

9.3.7. loss of opportunity;

9.3.8. loss of or damage to goodwill;

9.3.9. loss of reputation;

9.3.10. ex gratia payments;

9.3.11. loss of, damage to or corruption of data;

9.3.12. any indirect or consequential loss; or

9.3.13. any costs, charges or losses sustained by the Client arising directly from any failure of the Client to fulfil its obligations under this Agreement.

9.4. Subject to clause 9.1 (Liabilities which cannot legally be limited), VMC ‘s total liability to the Client for all any costs, charges or losses sustained by the Client shall not exceed 110% of the total Fees received by VMC from the Client in the twelve-month period commencing on the date of the Client’s claim for such costs, charges or losses.

9.5. References to liability or liabilities in this clause 9 include every kind of liability arising under or in connection with the Agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

9.6. This clause 9 shall survive termination of the Agreement.

CONFIDENTIALITY

10.1. Confidential Information: Each of VMC and the Client acknowledges that, whether by virtue of and during this Agreement or otherwise, it shall receive or otherwise become aware of information relating to the other, its clients, customers, businesses, business plans, or affairs, which information is proprietary and confidential to the other party (Confidential Information).

10.2. Obligations: Each of VMC and Client undertakes to always maintain the confidentiality of the other’s Confidential Information and to keep the other’s Confidential Information secure and protected against theft, damage, loss, or unauthorised access. Neither VMC nor Client shall at any time, whether during the term of this Agreement or at any time thereafter, without the prior written consent of the other party, use, disclose, exploit, copy or modify any of the other’s Confidential Information, or authorise or permit any third party to do the same, other than for the sole purpose of the exercise of its rights and/or the performance of its obligations hereunder.

10.3. Exclusions (1): Confidential Information shall exclude information which:

10.3.1. at the time of receipt by the recipient is in the public domain;

10.3.2. subsequently comes into the public domain through no fault of the recipient, its officers, employees, or agents;

10.3.3. is lawfully received by the recipient from a third party on an unrestricted basis;

10.4. Exclusions (2): Neither VMC nor Client shall be in breach of this clause 10 if it discloses the other’s Confidential Information in circumstances where such disclosure is required by law, regulation or order of a competent authority.

TERMINATION

11.1. Without affecting any other right or remedy available to it, either party may terminate the Contract:

11.1.1. by giving the other party 30 days' written notice; or

11.2. Without affecting any other right or remedy available to it, VMC may terminate the Contract with immediate effect by giving written notice to the Client if:

11.2.1. the Client commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 days of that party being notified in writing to do so;

11.2.2. the Client fails to pay any amount due under the Agreement on the due date for payment;

11.2.3. the Client suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

11.3. Without affecting any other right or remedy available to it, VMC may suspend the supply of Services under the Agreement or any other contract between the Client and VMC if:

11.3.1. the Client fails to pay any amount due under the Agreement on the due date for payment.

CONSEQUENCES OF TERMINATION

12.1. On termination of the Contract:

12.1.1. the Client shall immediately pay to VMC all of VMC’s outstanding unpaid invoices, and, in respect of Services supplied but for which no invoice has been submitted, VMC shall submit an invoice, which shall be payable by the Client immediately on receipt; and

12.1.2. the Client shall return to VMC any Deliverables which have not been fully paid for. Until they have been returned, the Client shall be solely responsible for their safekeeping and will not use them for any purpose not connected with the Agreement.

GENERAL

13.1. Notices: Except as expressly stated to the contrary in the Agreement, all notices provided under the Agreement shall be in writing.

13.2. Entire Agreement: The Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes and excludes any prior agreement, understanding, or arrangement between the parties, whether oral or in writing. No representation, undertaking, or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to the Agreement except as expressly stated in the Agreement.

13.3. Variation: Any variation, modification, or amendment of this Agreement must be in writing and signed on behalf of each of the parties by a duly authorised officer but may also take effect by the parties’ exchange of emails indicating their agreement to implement such variations, modifications, or amendments and the date(s) on which such revisions shall become effective.

LAW AND JURISDICTION

14.1. The Agreement 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 law of England and Wales.

14.2. Each party irrevocably agrees that the courts of England and Wales 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.

DEFINITIONS

15.1. Definitions:

15.1.1. Business Day: a day, other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business.

15.1.2. Client: the person or organisation named on the Engagement Letter to whom VMC has agreed to provide the Services.

15.1.3. Controller: has the meaning set out in Article 4(7) of the General Data Protection Regulation.

15.1.4. Data Subject: means an individual who is the subject of Personal Data.

15.1.5. Personal Data: has the meaning set out in Article 4(1) of the General Data Protection Regulation but only in respect of personal data, or any part of such personal data, in relation to which the Client is the Data Controller and in relation to which the Supplier is providing services under this Agreement.

15.1.6. Project: any particular project scope agreed between VMC and the Client pursuant to which VMC will perform the Services.

15.1.7. Processing: has the meaning set out in Article 4(2) of the General Data Protection Regulation and cognate terms shall be construed accordingly.

15.1.8. Processor: has the meaning set out in Article 4(8) of the General Data Protection Regulation.

15.1.9. Services: the services which VMC has agreed to provide to the Client, as named/listed in any Engagement Letter.

15.1.10. Term: the period commencing on the date the contract for services between the Client and VMC has been entered into, and ending on the date the same contract is terminated by howsoever means.

15.1.11. VMC Consulting, a trading name of DVM Holdings Ltd, a company registered in England and Wales with company number 15107858.

15.2. Interpretation:

15.2.1. A reference to legislation or a legislative provision:

15.2.1.1. is a reference to it as amended, extended or re-enacted from time to time; and

15.2.1.2. shall include all subordinate legislation made from time to time under that legislation or legislative provision.

15.2.2. Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

15.2.3. A reference to writing or written does not include fax.

END OF TERMS