Terms of Business - V2

This Agreement is made between HARTEC Technologies Limited (Company No. 10485747) with its registered office at Royal Quays Business Centre, Newcastle Upon Tyne, NE29 6DE, trading as VOVO Digital (the “Company”), and the party purchasing or using the services or products of the Company (the “Service User”).

1. Definitions and Interpretation

1.1. In this Agreement:
a) “Agreement” means these Terms of Business. Including any schedules or annexes.
b) “Service” and/or “Products” means those described in the quotation accepted by the Service User.
c) “Term” means the duration of this Agreement commencing on the date of acceptance of the quotation and continuing for the Minimum Term, and thereafter unless terminated in accordance with this Agreement.
d) “Minimum Term” means the minimum duration of the Services as specified in the accepted quotation.
e) “Fees” means all charges payable by the Service User to the Company as set out in the accepted quotation, including any additional or out -of -scope charges.
f) “Force Majeure Event” means any event beyond a party’s reasonable control, including but not limited to acts of God, flood, fire, war, terrorism, civil unrest, labour disputes, interruption to utilities or networks, or failure of third-party suppliers.
g) “Business Day” means any day other than a Saturday, Sunday or public holiday in England.
1.2. In this Agreement, references to a party include its successors and permitted assigns.
1.3. This Agreement shall continue for the minimum Term. Following expiry of the minimum Term, the Agreement shall automatically renew on a rolling basis unless terminated by giving notice of termination, no earlier than 180 days and no later than 90 days prior to expiry of the Term.

2. Service User Obligations

2.1. The Service User shall purchase the Services and/or Products in accordance with this Agreement.
2.2. The Service User shall:
a) Perform its obligations under this Agreement,
b) Comply with Company policies,
c) Cooperate fully with the Company,
d) Promptly inform the Company of all matters affecting the Services or Products,
e) Obtain and maintain all necessary licenses, consents and authorisations.
2.3. The Service User and its representatives shall communicate professionally with the Company.
2.4. The Service User shall keep confidential all quotations, pricing structures, and commercial terms provided by the Company, and shall not disclose them to any third party without prior written consent.
2.5. Any Services not expressly set out in the accepted quotation shall be chargeable at the Company’s prevailing rates. The Company shall have no obligation to perform any Services outside the agreed scope unless agreed in writing.
2.6. The Service User’s obligation to pay Fees is absolute and not conditional upon the performance of any third party or the achievement of any outcome.

3. Exclusivity

3.1. The Company shall be the exclusive provider of the relevant Services and/or Products to the Service User during the Term.
3.2. The Service User shall not obtain the same or similar services or products from any third party in respect of the same brand, or digital asset during the Term.
3.3. The Service User shall not, during the Term and for a period of 12 months thereafter, directly or indirectly engage, contract with or solicit any supplier, partner, or third party introduced by the Company without the Company’s prior written consent.
3.4. Any breach of this clause shall entitle the Company to terminate this Agreement immediately and recover all Fees that would have been payable for the remainder of the Term.
3.5. The Company may provide similar services or products to other customers.

4. Obligations of the Company

4.1. The Company shall use reasonable endeavours to perform the Services and/or provide the Products by any agreed dates, but time is not of the essence.
4.2. The Company shall not be liable for delay or failure caused by:
a) The Service User’s failure to provide adequate information or instructions,
b) Force Majeure,
c) Acts or omissions of third parties,
d) Events outside the Company’s reasonable control.
4.3. The Company may select suppliers or partners at its discretion.
4.4. The Company does not guarantee any specific commercial outcome, performance level, ranking or result from the provision of the Services.
4.5. The Company may suspend the provision of Services immediately where:
a) Any payment is overdue,
b) The Service User is in breach of this Agreement,
c) Continued provision of Services would expose the Company to legal, financial, or operational risk.
4.6. Suspension shall not relieve the Service User of its obligation to pay Fees.

5. Warranty

The Service User warrants that:
a) It has full authority to enter into this Agreement,
b) All documentation, credentials, and information provided are accurate, lawful, and non-infringing.

6. Payment

6.1. Payments to the Company are independent of third-party contracts.
6.2. The Company may issue invoices at any time.
6.3. The Service User shall pay all invoices:
a) Within 7 days of invoice date, in full and cleared funds,
b) By direct debit, unless otherwise agreed in writing. If payment is not made by direct debit, any discount linked to direct debits are forfeited.
6.4. Time of payment is of the essence. If payment is late:
a) Interest applies under the Late Payment of Commercial Debts (Interest) Act 1998,
b) Interest accrues daily from the due date until full payment.
6.5. Where quotations are calculated on the basis of a 20% Direct Debit discount, the Company may, at its sole discretion, withdraw that discount and invoice the Service User for the balance, should payment not be fulfilled via Direct Debit.
6.6. The Service User shall indemnify the Company for all costs incurred in recovering overdue sums including legal fees, debt collection costs, and administrative charges.

7. Fees

7.1. Fees are set out in the accepted quotation.
7.2. Fees are exclusive of VAT.
7.3. Fees are non-refundable.

8. Acceptance

8.1. Upon acceptance of a quotation, the Service User is liable to pay the Fees,
8.2. The Company does not guarantee acceptance by third party providers.

9. Limitation of Liability

9.1. The Company shall not be liable for any loss or damage except as expressly provided.
9.2. Nothing limits liability for:
a) Death or personal injury caused by negligence,
b) Fraud or wilful misconduct,
c) Any liability that cannot be excluded under law.
9.3. Subject to clause 9.2, the Company’s total aggregate liability shall not exceed the total Fees paid by the Service User in the 12 months preceding the event giving rise to the claim.
9.4. The Company shall not be liable for indirect or consequential losses, including loss of profit, data, contracts, or goodwill.

10. Termination

10.1. The Company may terminate this Agreement on 30 day’s written notice.
10.2. Either party may terminate immediately if the other:
a) Commits an irremediable material breach,
b) Fails to remedy a breach within 14 days of notice.
c) Becomes insolvent or subject to winding-up or administration.
10.3. The Company may terminate immediately if the Service User fails to pay within 10 Business Days of written demand.
10.4. If the Service User breaches this Agreement, the Company may suspend performance, recover all outstanding sums immediately, and claim reasonable costs for losses and enforcement (reasonable legal fees).
10.5. If this Agreement is terminated by the Company due to a material breach in this Agreement by the Service User, the Company shall be entitled to recover from the Service User:
a) any unpaid Fees or charges accrued up to the date of termination.
b) any costs reasonably incurred by the Company as a result of the early termination, including administrative, operational or third-party supplier cancellation fees.
c) a reasonable estimate, of loss of anticipated profits or revenue that the Company would have earned for the remainder of the minimum contract term, had the Agreement not been terminated early.
d) a reasonable estimate of loss of anticipated profit or revenue, that the Company would have earned during the remaining term of the Agreement, including any exclusive supply period set out in this Agreement, where such losses arise directly from the Service User’s breach.
10.6. The Company shall take reasonable steps to mitigate its losses and shall provide a breakdown of such charges upon request.
10.7. All Fees due for the remainder of the Term shall become immediately payable upon termination arising from the Service User’s breach.

11. Confidential Information
Each party shall keep the other’s confidential information secret and not disclose it, except as permitted by law. Breach may entitle the non-defaulting party to injunctive relief in addition to damages.

12. Intellectual Property

a) The Service User may only use the Service in a manner consistent with this Agreement. All intellectual property in the Service including that protected by, without limitation, copyright, design right, patents, trade secret and other laws, is and remains the property of the Company. Should the Service User make or suggest improvements or changes to the Service, the Service User agrees that any intellectual property in such suggestion is the property of the Company.
b) The Service User agrees that the Company may use the Service User’s company logo for activities including but not limited to:

i) publication on the Company’s website;
ii) use in sales pitch decks, presentations and/or events;
iii) use on social media; and
iv) use in internal documents
c) The Company may, subject to the Service User’s prior written consent and approval, engage in marketing activities that refer to the Service User. Such marketing activities may include but are not limited to:

i) a written and/or video case study;
ii) joint marketing and/or social activities;
iii) joint public relations activities; and
iv) external or internal event activities, (each a “Joint Marketing Activity”).
d) Subject to the above approval, the Company shall be entitled to use the material created during a Joint Marketing Activity in perpetuity anywhere in the world, in any media whether now known or developed in the future, for the purposes of promoting the Company’s goods or services.
e) The Service User acknowledges that the Company may wish to use the Service User’s Marks in connection with any Joint Marketing Activity. Where a Joint Marketing Activity is approved by the Service User in accordance with this Agreement, the Service User grants to the Company a non-exclusive, fully paid-up licence to use the Service User’s Marks in the Joint Marketing Activity and related promotional material.
f) For the avoidance of doubt, this licence will not automatically terminate upon termination of this Agreement, and the Company will be entitled to continue using the Service User’s Marks in the manner and for the purposes described herein unless otherwise instructed by the Service User, in writing, to cease use of the Service User’s Marks following termination of this Agreement. Upon receipt of such instruction, the Company will cease use of the Service User’s Marks.
g) Where the Company uses the Service User’s Marks, it will comply with all of the Service User’s reasonable guidelines and directions in relation to the form, manner and application of the Service User’s Marks.
h) Save for the Service User’s Marks and notwithstanding any contribution made by the Service User, each Party agrees that all intellectual property in the Joint Marketing Activity material including that protected by, without limitation, copyright, design right, patents, trade secret and other laws, is and remains the property of the Company, and that the Company may use such intellectual property as it sees fit, subject to the provisions of this section.

13. Entire Agreement

This Agreement is the entire agreement and supersedes all prior arrangements. Nothing excludes liability for fraud.

14. Notices

14.1. Notices must be in writing, in English, and signed.
14.2. Notices are deemed received:
a) By hand, on delivery with signature,
b) By email, when sent from the registered email address.
c) The Service User accepts that Company calls may be recorded.
14.3. The Company will not accept or act upon any request to amend or terminate the Agreement made by a Broker, Third-Party intermediary (TPI), or any other representative. All such requests must be submitted directly by the Service User, requested from the registered email address associated with the Service User’s account.

15. Force Majeure

15.1. In no event shall the Company be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Company shall use reasonable efforts to resume performance as soon as practicable under these circumstances.
15.2. The affected Party shall notify the other Party as soon as reasonably practicable of the occurrence of such event and shall use reasonable endeavours to mitigate its effects and resume performance as soon as reasonably practicable.
15.3. If such events continue for a period exceeding 60 days and materially affects the performance of the Services, either Party may terminate this Agreement by giving written notice to the other Party without liability, save for any Fees accrued prior to the date of termination.
15.4. For the avoidance of doubt, a Force Majeure Event shall not include any event affecting the Service User’s ability to make payment.

16. Data Protection

16.1. Each party shall comply with the Data Protection Act 2018 and UK GDPR. To the extent the Company processes personal data on behalf of the Service User, the Company shall act as a data processor and the Service User as data controller.
16.2. The Service User warrants that it has all necessary lawful bases, consents, and notices in place.
16.3. The Company shall not be liable for any data breach arising from:

a) inaccurate or incomplete instructions from the Service User,
b) third-party systems, or
c) the Service User’s failure to comply with applicable data protection laws.

16.4. The Company may monitor and record communications for training, compliance, and verification purposes.

17. Further Assurance

Each party shall do all acts and execute documents necessary to give effect to this Agreement.

18. Variation

18.1. The Company may vary this Agreement by providing 30 day’s written notice to reflect changes in law, regulatory requirements, or operational and commercial requirements.
18.2. Any variation will take effect from the date stated in the notice, and continued use of the Services after that date shall constitute acceptance of the updated terms.

19. Assignment and Sub-Contracting

19.1. The Company may assign or subcontract its rights by giving written notice.
19.2. The Service User may not assign or subcontract without the Company’s prior written consent.
19.3. The Company may immediately assign or transfer any debt or outstanding payment due under this Agreement without the Service User’s consent.

20. Set-Off

The Service User shall pay all sums due without set-off, deduction, or withholding, unless required by law.

21. No Partnership or Agency

The parties are independent contractors. This Agreement does not create any partnership, joint venture, or agency.

22. Severance

If any provision is invalid or unenforceable, the remainder shall continue in force.

23. Compliance with Law

Each party shall comply with all applicable laws in performing this Agreement.

24. Third-Party Rights

a) A person who is not a party to this Agreement has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999.
b) Affiliates of the Company may enforce its provisions.

25. Governing Law and Jurisdiction

This Agreement is governed by the laws of England and Wales.

Marketing and Publicity

Joint marketing activities require the Service User’s prior written consent. The Company may use such materials worldwide and in perpetuity for promotional purposes. The Service User agrees the Company may:
• Publicly identify the Service User as a client.
• Use the Service User’s logo for websites, sales, and social media.