Terms & Conditions

1. Introduction

1.1 These terms and conditions constitute the entire terms and conditions upon which the Customer agrees to contract for the purchase of Security Services, including Training and Consultancy Services and Support Services.

1.2 This Agreement supersedes any written or oral representations, statements, understandings or Agreements, except where specifically varied by written Agreement by VWS.

1.3 By placing an Order for Equipment or Services, you, the Customer, confirm your acceptance of the terms of the Agreement.

 

1.4 In the event of any conflict between the Agreement and any other document, the Agreement shall prevail.

 

Definitions

In this Agreement;

“Accessories” means products sold by VWS that is not covered by a 12-month warranty including cables and batteries of any kind.

“Adhoc Support” means VWS provides adhoc services in the absence of a Support Agreement will be based on a “as and when available” basis.

 

“Agreement” means these terms and conditions together with the Order Confirmation.

 

“Contract Price” means the prices, charges, or fees for the Service as set out in the Order Confirmation.

 

“Customer Information” means the detailed business information required from the Customer enabling VWS to deliver the Service more fully described in the Order Confirmation.

 

Data Protection Laws means all laws in any relevant jurisdiction that relate to data protection, privacy, the use of information relating to individuals, and/or the information rights of individual including, without limitation, the Data Protection Act 1998, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and (from 25 May 2018) the GDPR, and any other laws in force from time to time which implement the GDPR, and all applicable formal and informal guidance, rules, requirements, directions, guidelines, recommendations, advice, codes of practice, policies, measures or publications of any Regulatory Authority, and the equivalent in any other relevant jurisdictions, all as amended or replaced from time to time.

 

“Customer Pricing Policy” means the pricing structure first agreed and subject to amendment after the Work has commenced based on the actual workload and complexity of the work carried out by us.

 

“Digital Signature” means an electronic signature that allows the Customer to instruct VWS to carry out Work.

 

“Equipment” means any type of security hardware or the equipment including CCTV cameras as described in the Order Confirmation.

 

“GDPR” means the General Data Protection Legislation ((EU) 2016/679).

 

“Order (s)” means the Customers instruction to VWS to proceed with the supply of Equipment and/or Services.

 

“Out of Hours” means Support Services offered to the Customer and charged at a different hourly rate; these services are delivered outside the hours of 8.30am to 4.30pm, Monday to Friday, these services are offered on a “when available” basis as fully described in the Order Confirmation.

 

“Quotation Document” means pre-contract information provided by you to allow VWS to provide an accurate quotation; the information provided by you will also be used to inform the initial Spec Document.

 

“Retention Period” means the period (if any) specified by the Customer for which particular Personal Data should be retained by VWS before being destroyed or turned to the Customer.

 

“Retention Purpose” means the reason(s) why particular Personal Data processed by VWS on behalf of the Customer should be retained by VWS for the Retention Period.

 

“Service Level Agreement” (SLA) means the document that outlines the support service including the type of support package, response times and contact details provided by VWS to support the Service purchased by the Customer.

 

“Sign Off” means the Customer’s instruction to VWS to proceed with agreed stages of the Work including what data requires back up as set out in the Order Confirmation.

 

“Site Survey” means a service where VWS assesses the Customer’s request for all services that require further information prior to a quotation, in the event the Customer is quoted for services (the Quotation Document will always be subject to survey), VWS being the sole arbiter of the issue, more fully described in the Order Confirmation.

 

“Site visit” means the Customer requires an VWS engineer to visit their premises; resulting in all work carried out on the Customers premises.

 

“Spec Document” means the detailed information provided by us to you following acceptance of the Quotation Document which will require Sign Off and is required by VWS to deliver the Service. VWS being the arbiter of this issue.

 

“Storage Services” means the service offered by VWS to store Equipment in the event of a delay to installation.

 

“Subscription Services” means services offered to the Customer which allow the work to be paid for via direct debit only applicable to service or support contracts.

 

“Support Services” means services offered by VWS to support and maintain Equipment as outlined in the SLA.

 

“the Customer” and “You / Your” means the company, firm, person, persons, corporation or public authority identified in the Order Confirmation as contracting for the Service and includes their successors or personal representatives.

 

“the Order Confirmation” means the email or letter sent to the Customer by VWS which sets out details of the Service to be provided, price, delivery time, completion date (if any) and such other specific contractual terms as may be appropriate.

 

“the Service” or “Work” means provision of Security Services including Training and Consultancy Services, Support Services (SLA) and Additional Services more fully described in the Order Confirmation.

 

“Training and Consultancy Services” means provision of Training and Consultancy Services relevant to the Service supplied by VWS, more fully described in the Order Confirmation.

 

“VWS” or “we/our/us” means V.W.S. LIMITED, a company registered in Scotland (Company registration Number SC101126) and with its registered office, 50 DEERDYKES VIEW, CUMBERNAULD, G68 9HN.

 

“Working Day” means within the hours of 8.00am to 4.30pm, Monday to Friday only, not including Public Holidays.

 

“Work Location” means the site where the work will be carried out.

 

“Work Ready” means that the Work Location is safe for VWS to deliver services (in line with all relevant legislation) and all utilities are in place before any Work can commence.

 

“Writing” includes any written paper document, any fax and any email correspondence.

 

  1. Service Provision

2.1 VWS will provide an Order Confirmation for all Orders accepted but reserves the right to accept or reject any Order.

2.2 VWS will use all reasonable endeavours to provide Equipment and Services as described in the Order Confirmation.

2.3 Where an Order is placed orally or in the event of any dispute as to the Order, the Order Confirmation shall be deemed as the authoritative Order.

2.4 VWS may at any time amend the Service for any reason including, but not limited to, technical, legal or business reasons.

2.5 Any dates quoted for delivery of Services are approximate only and we shall not be liable to you for any delay in delivery of Services howsoever caused. Time for delivery shall not be of the essence unless stated on the Order Confirmation.

2.6 VWS reserves the right to sub-contract Services where appropriate.

2.7 VWS reserves the right to change the pricing in line with customer’s service usage patterns; actual changes would not take place until next billing period and after the Customers been notified.

2.8 VWS shall perform the Services in compliance with all applicable laws, enactments, orders, regulations, and other similar instruments (including but not limited to all applicable health and safety legislation). VWS will not conduct activities counter to any legislation or breach health and safety regulation.

2.9 In the event any person or individual requests Services from VWS, that may be classed as a consumer, they must be aware that they contract subject to these terms and conditions only.

2.10 VWS will only deliver Services during appropriate weather conditions, VWS being the sole arbiter of this issue.

 

 

  1. Customer Obligations

3.1 The Customer shall pay the Charges for Equipment or Services in accordance with Clauses 8, 9 and 10 below.

3.2 The Customer is responsible for notifying VWS as soon as reasonably possible (within 24 hours) in the event of any problem with Equipment or Services, together with such information as VWS may request.

3.3 The Customer is responsible for providing a satisfactory level of cooperation and for providing all necessary Customer Information and access to enable VWS to deliver a quality service including;

3.3.1 adhering to the Customer Pricing Policy.

3.3.2 full cooperation with Site Survey.

3.3.3 signature of the VWS Order Confirmation and where applicable provision of a purchase Order number.

3.3.4 provision to VWS promptly of all information where applicable including any documentation reasonably required by VWS.

3.3.5 where applicable provision to VWS of both on site and remote access to all relevant systems to enable VWS to perform and deliver Services.

3.3.6 digital signature where applicable (Note: the Customer must be aware by signing the document in this manner they will be entering into a binding Agreement; we recommend the Customer uses a certification service provider when using digital signature technology).

3.3.7 Sign Off where applicable including the Spec Document.

3.3.8 where applicable backing up all their own data, files and business and customer information.

3.3.9 provision of suitable Equipment access for conducting any necessary configuration.

3.3.10 provision of suitable access to the Work Location, including make Work Ready the Work Location for VWS to deliver Services.

3.3.11 suitable access and facilities for delivery and installation.

3.3.12 provision of suitable working space and facilities.

3.3.13 adhere to all appropriate legislation.

3.3.14 maintain any log book in relation to Fire system.

3.3.15 test all Equipment in line with all relevant legislation.

3.3.16 provide a nominated contact to deal with VWS and a nominated contact for holiday cover.

3.3.17 arrange and ensure all utilities are in place before VWS commences the Work.

3.4 Without prejudice to its rights in terms of Clause 17 hereof, VWS is entitled to suspend or terminate the Agreement if the Customer fails to comply with any of its obligations under this Clause 3.

3.5 The Customer agrees that VWS can conduct a Site Survey. In the event that the Customer will not agree to a Site Survey, the Order will not be accepted by VWS.

3.6 The Customer will not request or permit anyone other than VWS to modify or interfere with the services provided unless this has been agreed and is stated in the Order Confirmation.

3.7 VWS must be kept informed of any upgrades or third parties updating systems or software that may affect the Services provided.

3.8 With regards Services purchased from directly from third party suppliers; VWS has no responsibility with regards the performance of these Services.

3.9 In the event of discontinuation of service, VWS is not responsible for renewing services with regard to third party suppliers, this includes purchase and renewal of domain name services.

3.10 If the case of third party involvement including existing Customer suppliers or suppliers nominated by the Customer, the Customer agrees and undertakes to ensure that all necessary information is communicated to all parties involved in the project or Work to be carried out. VWS is not responsible for briefing all parties unless stated in the Order Confirmation.

3.11 The Customer is responsible for gaining permission to use Intellectual Property not owned by the Customer and takes full responsibility for such undertakings.

3.12 VWS has no responsibility for any delay in Services whether it be the delay of any third party or with regards to any delay concerning access to the Customer’s premises.

3.13 In the event the Service is delayed for any reason, VWS can store the Customers Equipment further to quotation for Storage Services. This Service will be subject to quotation.

3.14 VWS is not responsible for the performance of any third party including arranging utilities for the site.

3.15 Should the Equipment suffer damage or require repair, the Customer is liable for replacing the Equipment. This issue will be classed a business insurance issue and subject to the Customer business insurance.

3.16 Due to the nature of the Service, no refund is offered by VWS.

3.17 Where the Customer contracts directly with third party suppliers, VWS have no responsibilities with regards to the outcomes.

3.18 With regard to the VWS Services, the Customer is responsible for back-up of all their personal and business data. VWS take no responsibility for any loss of Data during the Service being delivered.

3.19 Training and Consultancy Services are subject to the following additional terms and Conditions:

3.19.1 the Customer is responsible for ensuring attendance numbers and no reduction in the Contract Price will be made due to a fewer number of attendees being trained than has been confirmed on the Order Confirmation.

3.19.2 where the Customer has contracted for Training and Consultancy Services; the Service will only cover Services originally agreed at the time of contract and further work is subject to quotation more fully described in the Order Confirmation.

3.19.3 to cancel any Training and Consultancy Services the Customer must notify VWS no later than 5 days prior to commencement of Services and will be subject to a cancellation fee of 50% of the Contract Price. Where notice of cancellation is less than 5 days prior to commencement of Services, the Customer will incur the full Contract Price. Payment will be due from you to us within 30 days of cancellation.

3.20 VWS will only provide Services as described in the Order Confirmation.

 

  1. Service Level Agreement (SLA)

4.1 Where you have contracted for Services that require support (as set out in the Order Confirmation), we will for the duration of this Agreement:

4.1.1 endeavour to achieve agreed response time (time not being of the essence);

4.1.2 fix times will depend on the complexity of the service unless otherwise agreed and stated on the Order Confirmation.

4.2 PROVIDED THAT we shall not be required to provide an SLA or shall (at our sole discretion) be entitled to provide an SLA services only on payment of such additional fee as we may agree with you where a defect has arisen or an SLA is required as a result of you or a third party altering, modifying or in any altering the System.

4.3 Where you have not contracted for Support Services from us in relation to services, we shall (subject to availability) provide an SLA on an “Adhoc” basis at a standard rate per hour (plus VAT and outlays). Such “Adhoc” SLA’s will be generally available between 8.00am and 4.30pm, Monday to Friday (excluding public holidays).

4.4 Where the Customer has contracted for a SLAs direct from VWS (separately from any other third party SLA), the duration of the Agreement will be set out in the Order Confirmation.

4.5 In the event an on-site engineer is required to visit the Customer premises; the cost will be subject to support package agreed and outlined in the SLA as stated in the Order Confirmation. If no Agreement exists, the visit will be subject to the Adhoc Support service. In the event of any disagreement VWS will be the sole arbiter of this issue.

4.6 In the event VWS provide conduct a Site Visit to the Customers premise and it transpires the responsibility is not with the VWS, the Customer will be liable to pay for Site Visit.

4.7 Due to the nature of the Services to be provided, no refund is offered by VWS

4.8 The details of the Customers Support Services will be recorded in the Service Level Agreement which is additional to Clause 4.

4.9 Unless otherwise specified, VWS offers Bronze, Silver and Gold Maintenance contracts to its customers. Bronze contract is a maintenance only contract, Silver is maintenance and labour is inclusive and Gold is a fully comprehensive contract. Please refer to the SLA contract for specific contract details. (Please refer to section 18).

 

  1. Returns and Inspection

5.1 Notification of damage, loss of goods in transit or of non-delivery must be given in writing to VWS or the carrier within three (3) clear days of delivery (or, in the case of non-delivery, within five (5) days of notification of despatch of the goods) and any claim in respect thereof must be made in writing to VWS and the carrier within three (3) clear days of delivery (or in the case of non-delivery, within five (5) days of notification of despatch). All other claims must be made in writing to VWS within three (3) days of delivery.

5.2 Due to the nature of VWS’s Services, photographic evidence will be required regard the return of damaged products.

 

  1. Delivery

6.1 Completed Orders will be sent to the delivery address that you have given on your Order form. We cannot be held responsible if that delivery address is incorrect or incomplete. Please note that we do not deliver to PO boxes.

6.2 VWS’s times of delivery are based Monday to Friday excluding Public Holidays.

6.3 VWS shall bear all risk in respect of consignments until delivered to the Customer. Once an Order has been received by you, all risk of damage to, or loss of, the Equipment shall pass to you.

6.4 Delivery dates are approximate only and not an essential term of the Agreement. VWS shall have no liability in respect of delay in delivery to the Customer.

6.5 Should VWS not receive delivery instructions or be unable through no fault of VWS to affect delivery within 30 days after notification to the Customer that items are ready for despatch; the Customer shall pick up the Equipment or arrange for delivery by a third party.

 

  1. Indemnification

7.1 The Customer shall indemnify VWS and keep VWS indemnified against any liability to any third party arising out of or connected with the Customer’s use of the Equipment or Services.

7.2 The Customer hereby indemnifies and holds harmless VWS against all claims, demands, losses, damages, costs or expenses howsoever arising incurred by VWS in connection with the Agreement as a result of a breach by the Customer of any provision of this Agreement, law or regulation.

7.3 Without limiting the remainder of this Clause 7, the Customer hereby indemnifies and holds harmless VWS against all claims, demands, losses, damages, costs or expenses (including legal costs and expenses) and liability whether civil or criminal which VWS may incur or suffer as a result of any act, neglect or default of the Customer or its agents, employees or licensees, including but not limited to a breach of the Data Protection Laws provided that such liability was not incurred by VWS through any default in performing its obligations under the Agreement.

 

  1. Charges

8.1 Charges shall be based upon the Customer paying the Contract price as specified in the Order Confirmation.

8.2 VWS will not be held responsible for any delay to the Service payment is not received pursuant to Clause 10.1 hereof.  Subsequently, in certain circumstances expediting of services delivery following late payment may incur additional costs due to be payable by the Customer.

8.3 Unless otherwise agreed, third party costs are payable in advance of delivery of the Equipment or Services.

8.4 Unless otherwise agreed, VWS will treat the monitoring charges as a recurring Annual fee until written notice is provided at-least 60 days prior to the renewal date.

 

  1. Payment terms (subscription services)

9.1 With regard to payments agreed through VWS’s subscription services; all payments are to be made as set out in the Order Confirmation. The first payment shall be paid in advance on the 1st of every month prior to Service commencement. Please note the initial Work will only commence when the initial payment has cleared.

9.2 Subject to any special terms, (which we may agree with you in the Order Confirmation or otherwise in writing) the Customer may cancel subscription services by providing a minimum of 30 days written notice before the end of the contract period; the contract duration to be recorded on the Order Confirmation.

9.3 Payment by the Customer shall be made by direct debit, at the election of VWS and as confirmed in the Order Confirmation.

9.4 Where direct debit is applicable, charges shall be based upon the Customer making the initial payment prior to the Work commencing. Subsequent payments will be made monthly by direct debit for Work or projects other than described above staged payments may be required as set out where applicable in the Order Confirmation.

9.5 Without prejudice to the foregoing, all charges for subscription services are non-refundable in the event of early cancellation by the Customer.

9.6 Where a Customer fails to make a direct debit payment, VWS reserves the right to charge an admin fee (£25.00).  In the event the Customer fails to make payment more than one time, VWS reserve the right to request the full contract price, which shall be payable by you to us within 30 days from date of invoice.

 

  1. Payment

10.1 Subject to any special terms which we may agree with you in the Order Confirmation or otherwise in writing, payment by you to us will be made within 30 days of the date of each invoice issued by us to you. In certain circumstances charges shall be based upon the Customer paying up front a percentage of the contract price in advance upon our acceptance of the Customer’s Order and the reminder payable on completion.  Please note the initial Service will only commence when the initial payment has cleared.

10.2 Time of payment shall be of the essence of the Agreement. You shall not be entitled to set off or withhold any payment for any reason whatsoever.

10.3 If you fail to make payment within the period specified in Clause 10.1 then, without prejudice to any other right or remedy available to us, we shall be entitled to;

10.3.1 suspend any further service provision to you and/or suspend performance of the Services; and/or

10.3.2 cancel the Agreement; and/or

10.3.3 charge you interest on the amount unpaid, at the rate of 4 per cent per annum above the RBS Bank base rate from time to time, until payment is made.

10.4 The Customer shall not be entitled by reason of any set-off, counter-claim, abatement, or other deduction to withhold payment of any amount due to VWS.  All payments made are non-refundable.

10.5 If the Customer’s cheque is returned by the bank as unpaid for any reason, VWS reserves the right to levy a “returned cheque” charge.

10.6 If you are late in making a payment under this Agreement for 60 consecutive days or more, we reserve the right to pass your Agreement with a reputable debt recovery agency and you shall reimburse us on demand for all costs, expenses and losses associated therewith (including lost profit) or enter the small claims process to recover payments due if necessary.

10.7 Unless otherwise agreed, all Equipment supplied shall remain the property of VWS until payment is made in full for all sums due under all contracts and/or Agreements between VWS and the Customer.

 

  1. Amendments to Contract

11.1 Should the Customer require a change to any aspect of an Order or in or any other aspect of this Agreement, such change shall be requested in writing.  VWS shall advise the Customer of the effects including any increase in the Charges which may result and the Agreement shall be modified to reflect such changes.

 

  1. Services Warranty

12.1 VWS will endeavour to deliver Services to the best of their ability (Services as stated on the Order Confirmation). However, due to the nature of the Service provided by VWS, there is no warranty offered by VWS with regards to any impact on the Customer’s business.

 

  1. Equipment Warranty

13.1 Unless otherwise agreed, all Equipment supplied by us includes a one-year manufacturer’s warranty (excluding IT accessories or consumables and Support or any other services offered by VWS, which is not guaranteed) which commences on the day on which the Order is placed for Equipment.  We shall assign the remaining period of the manufacturer’s warranty to you with effect from the purchase date and, to the extent that we cannot assign the manufacturer’s warranty to you for any particular item, we will hold it in trust for your benefit. Such warranty shall be invalidated if you or a third party tampers with or work on the Equipment in any way.

13.2 For the avoidance of doubt we shall not be responsible nor liable for any compatibility issues relating to any Equipment not supplied by us where we were not consulted or where we were consulted but our advice was not heeded and acted upon.

13.3 Following delivery of the Equipment, the Customer shall be liable for the Equipment; should the Equipment subsequently either suffer damage or require repair not covered by the Warranty or the Support Service, the incident should be treated as an insurance issue and the Customer liable to replace or pay for the damaged Equipment.

 

  1. Disclaimer and Limitation of Liability

14.1 Except as expressly provided in this Agreement, no warranty, condition, undertaking or term, expressed or implied, statutory or otherwise, as to the condition, quality, performance, durability or fitness for purpose of the Equipment is given or assumed by us and all such warranties, conditions, undertakings and terms are hereby excluded insofar as permitted by law.

14.2 WE SHALL NOT IN ANY CASE BE LIABLE TO YOU OR TO ANY OTHER PARTY FOR DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL INDIRECT OR SIMILAR LOSS OR DAMAGES (INCLUDING ALL MANNER OF COSTS, FEES AND EXPENSES) ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE OR ANY OTHER CAUSE.

14.3 If any exclusion, disclaimer or other provision contained in this Agreement is held to be invalid for any reason by a court of competent jurisdiction and VWS becomes liable thereby for loss or damage that may lawfully be limited, such liability whether in contract, tort (including negligence but specifically excluding personal injury or death resulting from VWS’s negligence) or otherwise, will not exceed the value of the Order.

14.4 VWS shall have no liability for delay or for any effect upon the quality of the Service caused by external activities, third party failures or problems suffered as a result of the Customer’s internal communication or the lack of accessibility or cooperation of the Customer.

14.5 Unless otherwise agreed, VWS cannot be held responsible for storing or deposing of any Customer Equipment used or captured during delivery of Services more fully described in the Order Confirmation.

14.6 Unless otherwise agreed, the Customer is responsible for disposing of the Equipment in a lawful way in line with relevant legislation.

14.7 The Customer is responsible for choosing the Equipment specifications.  VWS cannot be held responsible for future capacity issues encountered by the Customer in relation performance of the Equipment.

14.8 The Customer will be liable for any Site Visit which results in the issue being the responsibility of VWS, this also includes the Work Location not being Work Ready. This will result in the Customer being liable for any outstanding costs associated with these issues; VWS being the sole arbiter of these issues.

14.9 VWS is only liable for delivering the Service Level Agreement as outlined in the SLA subject to the Customers cooperation as outlined in Clause 3.

14.10 Regards any Service that involves accessing or recover the Customer’s data, including CCTV footage; VWS takes no responsibility for accessing or downloading data. The CCTV footage must be accessed in line with legislation.

14.11 VWS will not be held responsible for any delay to the Service if payment is not received pursuant to Clauses 8, 10.1 and 10.3 hereof.

14.12 VWS cannot be held responsible for downtime or extensive periods of downtime not limited to and including;

14.12.1 unforeseen problems with Equipment.

14.12.2 power outages.

14.12.3 lack of Customer preparation or failure to provide a sufficient Work Ready environment or Equipment necessary to complete the Work.

14.13 Where applicable, the Customer must not reset the VWS Equipment as the Equipment is configured by VWS before dispatched to the Customer. The Customer will be liable for an additional cost to re-configuring the Equipment and/or re-issuing a new Equipment.

14.14 VWS is not responsible for any Equipment or Consumables or any IT related equipment purchased by the Customer.

14.15 Unless otherwise agreed, it is the Customers responsibility to maintain and protect the Equipment.

14.16 VWS is not responsible for any compatibility issues or any performance issues with regards to any telephone or broadband service connected to the Equipment.

14.17 In the event the Customer is outside of area for delivery, we will deliver the Equipment to you at a pre-agreed delivery address and the Customer will take full responsibility for the Equipment on delivery.

14.18 VWS is not responsible for third party mistakes or external delays and will not accept delay in payment to us from you as a result of such circumstances.

 

  1. Data Protection

15.1 Both parties shall observe all their obligations under the Data Protection Laws which arise out of or in connection with this Agreement, including but not limited to the provision or use of the Services. All words and expressions in this Clause 15 shall have the meaning set out in the Data Protection Laws.

15.2 The parties acknowledge that the Customer is the Data Controller and the Service Provider is the Data Processor in terms of this Agreement.

15.3 The Customer warrants to the Service Provider that all Personal Data provided to the Service Provider is relevant and limited to what is necessary for Processing for the purpose of delivering the Services (“the Purpose”) and that the Customer has a legitimate basis for processing of the Personal Data provided to the Service Provider.

15.4 VWS acknowledges that, in the course of the provision of the Services it may have access to and may be required to process data comprising Personal Data for and on behalf of the Customer. It is the responsibility of the Customer to ensure that the Personal Data provided to VWS is adequate, relevant and limited to what is necessary for Processing for the purpose of delivering the Services (“the Purpose”). Any Personal Data provided to VWS which is deemed to be inadequate, not relevant or not necessary for the Purpose will be deleted and the Customer informed accordingly.

15.5        VWS shall only process such Personal Data in accordance with the instructions and authorisations of the Customer and solely as strictly necessary for the performance of its obligations under this Agreement.

15.6        VWS shall take appropriate technical and organisational security measures in respect of such Personal Data (including against the unauthorised or unlawful processing, access or disclosure of the Personal Data and against accidental loss or destruction of, or damage to the Personal Data).

15.7        Without prejudice to any other right or remedy VWS may have, VWS shall inform the Customer forthwith (and in any event within 24 hours of becoming aware of the event) in writing upon becoming aware of any unauthorised or unlawful processing of such Personal Data and/or accidental loss or destruction of, or damage to such Personal Data (a “Data Breach”) or suspected Data Breach. In the event of a Data Breach arising from VWS’s failure to comply with the provisions of this clause 15, VWS shall upon request:

15.7.1    provide such information relating to the event as the Customer may reasonably require; and

15.7.2 use all reasonable endeavours to take such corrective and other reasonable action as the Customer may require in relation to the event.

15.8        VWS agrees it will not transfer the whole or any part of such Personal Data outside the European Economic Area.

15.9        VWS shall promptly notify the Customer if:

15.9.1    it receives an access, modification or erasure request from a Data Subject in relation to such Personal Data; or

15.9.2    it receives any communication or notification from the Data Protection Commissioner or from any third party in relation to such Personal Data.

15.10     VWS shall destroy the Personal Data either i) once it has been used for the Purpose and is no longer required or ii) in accordance with a written instruction from the Customer which specifies a Retention Period and Retention Purpose for that Personal Data.

15.11 The Customer shall be entitled to inspect and scrutinise VWS’s processing premises, facilities, procedures and documentation in order to ascertain its compliance with this Clause 15.

15.12     VWS warrants and represents that it shall not subcontract or outsource any aspects of the Services as they relate to data protection and/or Personal Data without:

15.12.1 the prior written consent of the Customer; and

15.12.2 ensuring that the subcontractor or outsource supplier enters into a legally binding agreement with VWS requiring that the subcontractor abide by terms for the protection of Personal Data not less protective than those in this Agreement. VWS shall provide the Customer with a copy or summary of such terms upon request and VWS shall be fully liable for the acts and omissions of any subcontractor to the same extent as if the acts or omissions were performed by VWS.

15.13      The Customer shall be entitled to terminate this Agreement forthwith by notice in writing to us if VWS is in material or persistent breach of this Clause 15.

15.14      On termination of this Agreement, VWS shall forthwith deliver to the Customer or destroy, at the Customer’s sole option, all Personal Data in its possession or under its control.

 

  1. Confidentiality

16.1 Each party will keep confidential any Confidential Information disclosed to it by the other. Neither party will disclose any Confidential Information to any third party, save to its agents, subcontractors, advisers or to an employee who needs to have access to such Confidential Information in connection with the performance of any obligations under the Customer Agreement, PROVIDED THAT the disclosing party will be responsible for ensuring that any person to whom it makes any such disclosure complies with this Clause

16.2 This Clause 16 shall survive termination of this Agreement.

 

  1. Termination

17.1 VWS may without prejudice to its other rights is immediately entitled to suspend or cancel each or any of its contracts with the Customer upon the occurrence of any of the following:

17.1.1 The Customer shall fail to make payment of any sum owing on the due date or commits any act of bankruptcy or makes any arrangements with its creditors or if any execution or distress is levied upon the goods of the Customer; or

17.1.2 Being a body corporate shall have a receiver or administrative receiver appointed or if any petition be presented for an administration Order or if any petition be presented or resolution passed for the winding up of the same (otherwise than for the purpose of a bona fide amalgamation or reconstruction) or Compounds with its creditors or becomes insolvent or any step is taken to proceed to such winding up or receivership or if any court Order is made upon or against any of the Customer’s property or anything similar or analogous to the foregoing occurs in any jurisdiction other than Scotland.

17.1.3 The Customer makes default in respect of any of its obligations under any of its contracts with VWS. Any occurrence of the above events shall render all amounts owing in respect of Equipment sold by VWS to the Customer to become immediately due and payable.

17.2 We reserve the right to cancel this Agreement if: (i) we have insufficient stock to deliver the Equipment or Services you have Ordered; (ii) we do not deliver to your area; or (iii) one or more of the Equipment or Services you Ordered was listed at an incorrect price due to a typographical error or an error or change in the pricing information.

17.3 In the event of cancellation, VWS reserve the right to retrieve all property belonging to VWS.

17.4 In the event that the Customer has entered administration or insolvency proceedings, any equipment belong to VWS shall remain the property of VWS and VWS have the right to retrieve all such Equipment.

17.5 Ethical Clause – VWS will not tolerate duplicity, deceit or pretence regards the parties using the Service, or in any way abusing the Service, reserving the right to terminate services as a result of such behaviour.

17.6 Unless otherwise agreed; all VWS contracts will renew automatically on a 12-month basis unless the Customer offers 3 month’s notice before the end of the contract period as outlined in the Order Confirmation.

17.7 If you have Ordered Equipment made to your specification (Bespoke Work, this includes pre programme Equipment), no cancellation will be possible and no refunds will be made.

17.8 To cancel your Order, please contact VWS by telephone on 01236 727 233 giving details of the items Ordered, however the Customer is liable to pay VWS 100% of the Charges as described in the Order Confirmation.

17.9 Where applicable, VWS must be satisfied with the quality of any third-party supplier suggested by the Customer and the suggested supplier must be capable of delivering against agreed specifications, if not VWS has right to terminate.  The Customer will be liable for any expenses incurred by VWS as a result of any third party shortfall or failure deliver Services.

 

  1. Force Majeure

18.1 VWS shall not be liable to you or be deemed to be in breach of the Agreement by reason of delay in performing, or any failure to perform, any of our obligations in relation to the Equipment or Services, if the delay or failure was beyond our reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond our reasonable control:

18.1.1 act of god, explosion, flood, tempest, fire or accident; weather, war or threat of war, sabotage, pandemic flu or virus, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures or any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes, strikes, lock-outs or other industrial actions, power cuts or trade disputes (whether involving our employees or of a third party); or technical problems, external circumstances preventing suppliers delivering against deadlines or preventing delivery of third party against agreed commitments.

 

  1. Intellectual Property rights and ownership

19.1 Unless otherwise agreed in writing and except for Intellectual Property Rights pertaining to any Service or Equipment supplier, all Intellectual Property Rights arising during this Agreement shall vest in VWS. The Customer is granted a non-exclusive, non-transferable, royalty-free licence to use that intellectual property for the purposes envisaged by the Agreement.

19.2 Unless otherwise agreed, the Intellectual Property Rights belonging to all document templates and any forms used by the Customer are owned by VWS.

19.3 Nothing in this Agreement shall be taken to prevent us from using any expertise acquired or developed during the performance of this Agreement in the provision of services to other parties. VWS retains the right to use Intellectual Property content for marketing use; this includes the use of the Customers logo and a brief description of the Work.

 

  1. Disputes

20.1 Should any dispute arise in connection with this Agreement, the parties shall attempt to settle by negotiation however should the dispute not be resolved within 30 days of the first intimation of the dispute then parties shall attempt to settle it by Mediation, prior to court litigation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure.

 

  1. Assignation

21.1 Neither party shall assign, transfer or in any other manner make over to any third party the benefit and/or burden of this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed.

21.2 Nothing in this Clause 21.1 shall prevent VWS from engaging subcontractors or consultants as may be deemed necessary or desirable for the performance of VWS’s obligations under the Agreement.

 

  1. Notices

22.1 Any notice, demand or other communication given or made under or in connection with the matters contemplated by this Agreement shall be deemed to have been duly given and received;

22.1.1 if personally delivered, upon delivery at the address of the relevant party;

22.1.2 if sent by first class post, two business days after the date of posting;

22.1.3 if by email, when sent;

provided that if, in accordance with the above provision, any notice, demand or other communication would otherwise be deemed to be given or made after 1700 hours, it shall be deemed to be given or made at the start of the next business day.

22.2 Any notice personally delivered or sent by first class post shall be delivered to the address of the relevant party set out in the Order Confirmation

 

  1. General

23.1 Failure or delay by VWS in enforcing any term of the Agreement shall not be construed as a waiver of any of its rights under it.

23.2 The illegality, invalidity or unenforceability of any part of this Agreement will not affect the legality, validity or enforceability of the remainder.

23.3 The construction, validity and performance of this Agreement shall be governed by Scots Law and the parties submit themselves to the non-exclusive jurisdiction of the Scottish Courts.

 

 

 

The Copyright is owned by Create Ts and Cs, www.createtsandcs.com.  All content and materials is the sole property of the Create Ts and Cs. Create Ts and Cs, hereby grants VWS Ltd, a nonexclusive, non-transferable license to use and display, Create Ts and Cs-own both the content and materials solely in connection with the Work.