Terms & Conditions

These Standard Terms and Conditions, together with the related Work Order, forms the entire agreement between VisionIQ and the Customer and apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. In the event of any conflict, the terms of the Work Order shall prevail over these Standard Terms and Conditions.

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

• Business Day: A day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
• Charges: The charges set out in the Work Order for the supply of the Services and which are payable by the Customer in accordance with clause 5.
• Commencement Date: The commencement date set out in this Work Order.
• Conditions: These terms and conditions as amended from time to time in accordance with clause 12.4.
• Confidential Information: All confidential information (however recorded or preserved) disclosed by a party or its employees, officers, representatives and advisers to the other party and that party’s employees, officers, representatives and advisers whether before or after the date of the Contract in connection with the Services, including but not limited to:
  • (a) The existence and terms of the Contract;
  • (b) Any information that would be regarded as confidential by a reasonable business person relating to:
    • The business, affairs, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party;
    • The operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party;
    • Any information developed by the parties in the course of carrying out the Contract.
• Contract: The contract between VisionIQ and the Customer for the supply of Services comprising the Work Order and these Conditions.
• Controller: As defined in the Data Protection Legislation.
• Customer: The customer identified in the Work Order.
• Customer Materials: All documents, data, information, items and materials in any form, whether owned by the Customer or a third party, which are provided by the Customer to VisionIQ in connection with the Services.
• Data Protection Legislation: The General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426).
• Deliverables: The deliverables set out in the Work Order produced by VisionIQ for the Customer.
• Intellectual Property Rights: Patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition.

2. Commencement and Term

Once the Work Order has been signed by VisionIQ and the Customer, the Contract shall come into existence on the Commencement Date and shall continue, unless terminated earlier in accordance with these Conditions or extended by mutual written agreement, until the Termination Date upon which it will automatically terminated.

3. Supply of Services

• VisionIQ shall use reasonable care, skill and ability to supply the Services to the Customer in accordance with the Contract in all material respects.
• VisionIQ shall use reasonable endeavours to meet any performance dates or milestones specified in the Work Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
• VisionIQ shall comply with all applicable laws, including health and safety laws, in relation to the provision of the Services.

4. Customer’s Obligations

The Customer shall:

• Co-operate with VisionIQ in all matters relating to the Services and shall ensure that any information it provides is complete and accurate;
• Promptly (and in any event within 5 days of receipt of each Deliverable) notify VisionIQ in writing of its acceptance or rejection of each Deliverable;
• Provide VisionIQ in a timely manner with such documents, data, information, instructions and materials in any form as reasonably required;
• Ensure that any equipment, systems or facilities provided by the Customer are in good working order;
• Not disclose copies of any Deliverables (or the contents of the same) to any third party without VisionIQ’s prior written consent.

5. Charges, Expenses and Payment

• In consideration of the provision of the Services, the Customer shall pay the Charges.
• If VisionIQ carries out any work for the Customer which is outside the scope set out in the Work Order, VisionIQ shall charge for such work on a "time and materials" basis.
• VisionIQ reserves the right to increase the Charges at any time on giving written notice to the Customer in the event that costs increase as a result of circumstances outside of VisionIQ’s control.
• The Customer shall pay each invoice submitted by VisionIQ within 30 days of the date of the invoice.
• If the Customer fails to make a payment due to VisionIQ under the Contract by the due date, the Customer shall pay interest on the overdue sum at 4% a year above the Bank of England’s base rate.

6. Intellectual Property Rights

All Intellectual Property Rights in the Deliverables and otherwise arising out of or in connection with the Services (other than Intellectual Property Rights in any Customer Materials) shall be owned by VisionIQ or its licensors. VisionIQ grants to the Customer a fully paid-up, worldwide, non-transferable, royalty-free licence solely for the Customer to use the Deliverables in the course of its business.

7. Data Protection

Both parties will comply with all applicable requirements of the Data Protection Legislation. Each party is acting as a controller in its own right in the performance of the Contract. The Customer shall ensure that it is entitled under Data Protection Law to pass any personal data to VisionIQ.

8. Confidentiality

Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any Confidential Information concerning the business, affairs, customers, clients or consultants of the other party.

9. Limitation of Liability

Nothing in the Contract limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence, or fraud or fraudulent misrepresentation. Subject to this, VisionIQ shall not under any circumstances whatever be liable to the Customer for any loss of profit, sales, revenue, or business; loss of anticipated savings; or loss of use or corruption of software, data or information.

10. Termination

Without affecting any other right or remedy available to it, VisionIQ may terminate the Contract by giving the Customer not less than 30 days’ written notice. Either party may terminate with immediate effect if the other party commits a material breach of any term of the Contract which is irremediable or fails to remedy that breach within 14 days.

11. Consequences of Termination

On termination of the Contract, the Customer shall immediately pay to VisionIQ all outstanding unpaid invoices and interest. On request VisionIQ shall return, destroy or irretrievably delete any of the Customer Materials in its possession.

12. Marketing

The Customer agrees that VisionIQ may make public announcements concerning the existence of a contractual relationship between the parties; and shall have a non-exclusive, royalty-free, worldwide right to use the Customer’s name and logo in VisionIQ’s marketing.

13. Indemnification

Each party shall indemnify, defend and hold harmless the other party, its employees and agents from and against any third-party claims, including all related liabilities, losses, damages and expenses to the extent arising from the indemnifying party’s gross negligence or willful misconduct.

14. General

• Force majeure: Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations if such delay or failure result from events beyond its reasonable control.
• Assignment: The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations without prior written consent.
• Governing Law: The Contract, and any dispute or claim arising out of or in connection with it shall be governed by, and construed in accordance with the law of England and Wales.