Terms and Conditions

These Terms of Supply of Services (as defined below) set out the terms under which we will provide our Services.

The Services will be provided by Vizability.io (a trading name of STC Technologies Ltd, a company incorporated and registered in England and Wales with company number 05441566, whose registered office is at 731 Fulham Road, London SW6 5UL) (“Us, We, or Supplier”).

Please read these carefully. These Terms, together with the Privacy Policy and Proposal, form the Contract (defined below) between you and us in relation to the Services.

These Terms supersede any previous terms and conditions and are effective as of 30.10.2024.

Definitions

In these Terms, the following words and phrases shall have the following meanings unless the context requires otherwise:

Applicable Laws: all applicable laws, statutes, regulations from time to time in force.

Business Day: a day other than a Saturday, Sunday, or public or bank holiday in England.

Charges: the amount payable for the Services as set out in the Proposal.

Confidential Information: any information supplied (whether supplied in writing, orally or otherwise) by one party to the other marked as “confidential,” described as “confidential,” or reasonably understood to be confidential.

Contract: the contract between you and us, comprising the Proposal, Privacy Policy, and these Terms.

You and Your: you, the person, firm, or company detailed in the Contract, including your employees and agents. If an individual enters into the Contract on behalf of a business, that individual confirms they have the authority to contractually bind and enter into the Contract on behalf of that business, and the business shall be the customer in the context of this Contract.

Effective Date: the date on which this Contract is signed by us.

Force Majeure Event: an event, or a series of related events, that is outside our reasonable control (including internet failures, hacker attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks, and wars).

Intellectual Property Rights: all intellectual property rights, whether registered or unregistered, including any application or right of application for such rights.

Personal Data: as defined in the Data Protection Act 2018 and the UK GDPR.

Privacy Policy: the privacy policy is available on our website at https://www.vizability.io/privacy or otherwise provided to you, setting out how Personal Data is handled.

Proposal: a statement of work, quotation, or other similar document explaining the Services provided to you by us.

Services: those services set out in the Proposal.

Terms: these terms as amended, updated, or replaced from time to time, which will be sent to you at least thirty (30) Business Days before they come into force.

Third Party Contractors: any third party that performs work on our behalf or at our request.

VAT: value-added tax chargeable under the Value Added Tax Act 1994 and any similar replacement or additional tax.

1. BASIS OF CONTRACT

1.1 The Contract shall come into existence on the Effective Date.

1.2 The Contract constitutes the entire agreement between you and us with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings.

2. THIRD PARTY CONTRACTORS

2.1 We may use Third Party Contractors for part or all of the Proposal. If you do not wish for us to use a Third Party Contractor, please contact us prior to signing the Proposal at james@vizability.io.

3. DELAY

3.1 In the event of any delay in the Services, we will inform you in writing with a revised project timeline.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 We shall own all Intellectual Property Rights in or arising out of or in connection with the Services until all invoices have been paid in full.

5. LIMITATION OF LIABILITY AND INDEMNITY

5.1 Nothing in the Contract shall limit or exclude liability:

5.1.1 for death or personal injury caused by negligence, or the negligence of its employees, agents, or Third Party Contractors; or

5.1.2 for fraud or fraudulent misrepresentation.

5.2 Subject to clause 5.1, we shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract, for:

5.2.1 loss of profits;

5.2.2 loss of sales or business;

5.2.3 loss of agreements or contracts;

5.2.4 loss of anticipated savings;

5.2.5 loss or corruption of software, data, or information;

5.2.6 loss of goodwill; and

5.2.7 any indirect or consequential loss.

5.3 The total liability of the Supplier shall be limited to the Charges paid for the Services.

6. CONFIDENTIAL INFORMATION

6.1 Each party shall:

6.1.1 keep confidential all information obtained from the other under or in connection with the Contract.

6.1.2 not disclose or allow Confidential Information to be provided to any other person, firm, or company, except as allowed under this Contract.

6.1.3 not use any Confidential Information except for the purposes of this Contract.

7. TERMINATION

7.1 The Supplier may terminate the Contract if:

7.1.1 payment is not made by the due date;

7.1.2 you commit a material breach of obligations;

7.1.3 insolvency or bankruptcy events occur.

7.2 If the Contract is terminated, we will invoice you for work completed up to the date of termination, payable within seven (7) days.

8. LATE PAYMENTS

8.1 If payment is late, we may:

8.1.1 cancel or suspend the Proposal;

8.1.2 charge interest at 4% per annum above the Bank of England base rate;

8.1.3 recover expenses incurred in collecting overdue payments.

9. FORCE MAJEURE

9.1 We are not liable for delays or failures resulting from Force Majeure Events.

10. CONFLICT

10.1 If there is a conflict between the Privacy Policy, Proposal, or these Terms, these Terms shall prevail.

11. NOTICES

11.1 Notices must be in writing and delivered to:

11.1.1 our registered office or

11.1.2 emailed to james@vizability.io.

11.2 Notices are deemed received as follows:

11.2.1 on delivery by hand;

11.2.2 on the second Business Day after posting;

11.2.3 on the next Business Day after emailing.

12. SEVERANCE

12.1 If any part of the Contract is invalid, illegal, or unenforceable, it shall be modified or deleted as necessary, and the rest of the Contract will remain valid.

13. RIGHTS OF THIRD PARTIES

13.1 No third party shall have the right to enforce any term under the Contracts (Rights of Third Parties) Act 1999.

14. VARIATION

14.1 Except as set out in these Terms, no variation of the Proposal shall be effective unless in writing and signed by both parties.

15. VAT

15.1 All amounts are exclusive of VAT, which will be added at the prevailing rate.

16. GOVERNING LAW AND JURISDICTION

16.1 This Contract shall be governed by English Law, and parties submit to the jurisdiction of the English Courts.

17. COMPLAINTS

17.1 To discuss improvements to the Services or to raise a complaint, please contact us at james@vizability.io