Terms

T HE CUS T O M E R’ S A T T E NT I O N I S P ART I CUL ARL Y DRAWN TO THE PROVISIONS OF CLAUSE 8 (LIMITATION OF LIABILITY).
1. Interpretation

The following definitions and rules of

interpretation apply in these Conditions.

1.1 Definitions:
Additional Charges: charges for additional work not otherwise set out in the Quote.
Additional Services: other services not otherwise set out in the Quote.
Applicable Data Protection Laws: means:

a) To the extent the UK GDPR applies, the law of the United Kingdo m or of a part of the United Kingdom which relates to the protection of personal data.

b) To the extent the EU GDPR applies, the law of the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Cancellation: the Customer cancelling the Event or otherwise seeking to amend the date of the Event without the prior written consent of the Supplier.

Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5.
Commencement Date: has the meaning given in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 11.5.
Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly. Customer: the person or firm who purchases Services from the Supplier.

Customer Default: has the meaning set out in clause 4.2.
Customer’s Equipment: any equipment, including tools, systems, cabling or facilities, provided by the Customer, its agents, subcontractors or consultants which is used directly or indirectly in the supply or use of the Services

Deliverables: the deliverables set out in the Order produced by the Supplier for the Customer.
Event: the date or the event at which the Services are to be provided.

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, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights,

in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order: the Customer’s order for Services as set out in the Quote.
Quote: the written document or email setting out the Charges for the services from the Supplier to the Customer.

Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Specification.
Specification: the description or specification of the Services provided in writing by the Supplier to the Customer ordinarily set out in the Quote. Supplier: Virtual Approval Limited registered in England and Wales with company number 12574255.

Supplier Materials: has the meaning set out in

clause 4.1(h). 1.2 Interpretation:

(a) Unless expressly provided otherwise in this Contract, a reference to legislation or a legislative provision:

(i) is a reference to it as amended, extended or re- enacted from time to time;

and
(ii) shall include all subordinate

legislation made from time to time under that legislation or legislative provision.

  1. (b)  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.
  2. (c)  A reference to writing or written includes fax and email.

2. Basis of contract

  1. 2.1  The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
  2. 2.2  The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the

Contract shall come into existence (Commencement Date).

  1. 2.3  Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
  2. 2.4  These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course o f dealing.
  3. 2.5  Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

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3. Supply of Services

  1. 3.1  The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.
  2. 3.2  The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
  3. 3.3  The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
  4. 3.4  The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

4. Customer’s obligations

  1. 4.1  The Customer shall:
    1. (a)  ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
    2. (b)  co-operate with the Supplier in all matters relating to the Services;
    3. (c)  provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier;
    4. (d)  provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
    5. (e)  prepare the Customer’s premises, or any other property as instructed by the Customer, for the supply of the Services;
    6. (f)  ensure that all the Customer’s Equipment is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant United Kingdom standards or requirements.
    7. (g)  obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
    8. (h)  keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation; [and]
    9. (i)  comply with any additional obligations as set out in the Specification.
  2. 4.2  If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer

or failure by the Customer to perform any relevant obligation (Customer Default):

  1. (a)  without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
  2. (b)  the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
  3. (c)  the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

5. Charges and payment

  1. 5.1  The Charges for the Services are as set out in the Quote and shall be payable in accordance with Clause 5.3 unless otherwise agreed in the Quote. All Charges are payable in GBP (£ Sterling) unless otherwise agreed by the Supplier in writing.
  2. 5.2  Where the Customer instructs the Supplier to provide Additional Services, the Customer shall pay the Additional Charges for the Additional Services to be calculated on a time and materials basis:
    1. (a)  The Additional Charges shall be calculated at an hourly rate of £75 per hour unless otherwise stated in the Quote.
    2. (b)  the Supplier’s daily fee rates for each individual are calculated on the basis of an ten-hour day;
    3. (c)  the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials. Mileage shall be charged at £0.45 per mile.
  3. 5.3  The Charges and, where applicable the Additional Charges, shall be payable as follows:
    1. (a)  50% of the Charges (‘the Deposit’) shall be paid within 14 days of acceptance of the Quote. The Customer shall be deemed to have accepted the Quote where the Customer has confirmed in writing, verbally or otherwise indicated by conduct that they accept the Quote.
    2. (b)  The balance of the Charges shall be paid within 30 days of the date on which the services are provided or

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within 30 days of invoice, whichever is

the sooner.
(c) Any Additional Charges will be paid

within 30 days of invoice.

  1. 5.4  In the event of a Cancellation, the following provisions shall apply:
    1. (a)  If the Cancellation occurs more than 14 days before the Event, the Customer shall be liable to pay the Deposit. If the Deposit has not alread y been paid, the Customer shall pay 50% of the total Charges to the Supplier within 7 days of the Cancellation;
    2. (b)  Subject to Clause 5.4(c), if the Cancellation occurs 14 days or less before the Event, the Customer shall pay 70% of the total Charges to the Supplier within 7 days of the Cancellation, less any Deposit already paid.
    3. (c)  if the Cancellation occurs less than 72 hours before the Event, the Customer shall pay 100% of the total Charges to the Supplier within 7 days of the Cancellation, less any Deposit already paid.
  2. 5.5  The Customer shall pay each invoice submitted by the Supplier in full and in cleared funds to a bank account nominated in writing by the Supplier. The time for payment shall be of the essence of the Contract.
  1. 5.5  All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT), save for where the Supplier is permitted to supply the services without a charge for VAT due to the Customer being based in a geographic territory which is exempt from a charge for VAT. The Supplier shall absolute discretion to determine whether the Services are subject to a charge for VAT. Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
  2. 5.6  If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.6 will accrue each day at 5% a year above the Bank of England’s base rate from time to time, but at 5% a year for any period when that base rate is below 0%.
  3. 5.7  All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6. Intellectual property rights and Software Licensing

6.1 In relation to the Deliverables:
(a) the Supplier and its licensors shall

ret ai n o wners hi p o f al l Int el l ec t ual

6.2

6.3

Property Rights in the Deliverables,

excluding the Customer Materials;
(b) the Supplier grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of this agreement to copy and modify the Deliverables (excluding the Customer Materials) for the purpose of receiving and using the Services and the

Deliverables in its business; and
(c) the Customer shall not sub-license, assign or otherwise transfer the rights

granted in clause 6.1(b):
(i) to its Af f iliates and

customers.
In relation to the Customer Equipment, the

Customer:

  1. (a)  and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Equipment; and
  2. (b)  grants the Supplier a fully paid-up, non-exclusive, royalty-free, non- transferable licence to copy and modify the Customer Equipment for the term of this agreement for the purpose of providing the Services to the Customer.

The Supplier:

  1. (a)  warrants that the receipt, use of the Services and the Deliverables by the Customer shall not infringe any rights of third parties to the extent that infringement results from copying;
  2. (b)  shall, subject to Error! Bookmark not defined.8 (Limitation of liability), indemnify the Customer in full against

all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Customer arising out of or in connection with any claim brought against the Customer for actual or alleged infringement of a third party’s Intellectual Property Rights, to the extent that the infringement or alleged infringement resultsfromcopying,arisingoutof, or in connection with, the receipt, use or supply of the Services and the Deliverables; and

(c) shall not be in breach of the warranty at clause 6.3(a), and the Customer shall have no claim under the indemnity at clause 6.3(b), to the extent the infringement arises from:

(i) the use of the Customer Equipment in the development of, or the inclusion of the Customer

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Equipment Deliverable;

in any

(ii) any modification of the Deliverables or Services, other than by or on behalf of

the Supplier; and
(iii) compliance with the

Customer’s specifications or instructions.

6.4 The Customer:
(a) warrants that the receipt and use of

the Customer Equipment in the performance of this agreement by the Supplier, its agents, subcontractors or consultants shall not infringe the rights, including any Intellectual Property Rights, of any third party; and

(b) shall indemnify the Supplier in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with any claim brought against the Supplier, its agents, subcontractors or consultants for actual or alleged infringement of a third party’s Intellectual Property Rights, to the extent that the infringement or alleged infringement resultsfromcopying,arisingoutof, or in connection with, the receipt or use in the performance of this agreement of the Customer Materials.

6.5 Where the Supplier permits the Customer to use any software owned or licensed by the Supplier (the ‘Software’), such as, for example, the Supplier’s video conferencing accounts, the Customer undertakes to the Supplier that:

  1. (a)  the Customer may not use the Software other than in connection with the Services being provided by the Supplier, without the prior written consent of the Supplier, and the Customer acknowledges that additional fees may be payable on any change of use approved by the Supplier;
  2. (b)  the Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by the Customer, unless the Supplier is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the Customer shall request the Supplier to carry out

such action or to provide such information (and shall meet the Supplier’s reasonable costs in providing that information) before undertaking any such reduction;

(c) the Customer shall not allow any other individual, company or business access to the Software without the prior written consent of the Supplier;

(d) the Customer shall not use the Software or access the Software after completion of the Services.

6.6 If either party (the Indemnifying Party) is required to indemnify the other party (the Indemnified Party) under this clause 6, the Indemnified Party shall:

  1. (a)  notify the Indemnifying Party in writing of any claim against it in respect of which it wishes to rely on the indemnity at clause 6.3(b) or clause 6.4(b) (as applicable) (IPRs Claim);
  2. (b)  allow the Indemnifying Party, at its own cost, to conduct all negotiations and proceedings and to settle the IPRs Claim, always provided that the Indemnifying Party shall obtain the Indemnified Party’s prior approval of any settlement terms, such approval not to be unreasonably withheld;
  3. (c)  provide the Indemnifying Party with such reasonable assistance regarding the IPRs Claim as is required by the Indemnifying Party, subject to reimbursement by the Indemnifying Party of the Indemnified Party’s costs so incurred; and
  4. (d)  not, without prior consultation with the Indemnifying Party, make any admission relating to the IPRs Claim or attempt to settle it, provided that the Indemnifying Party considers and defends any IPRs Claim diligently, using competent counsel and in such a way as not to bring the reputation of the Indemnified Party into disrepute.

7. Data protection

  1. 7.1  For the purposes of this Error! Bookmark not defined.7, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.
  2. 7.2  Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. This Error! Bookmark not defined.7 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.
  3. 7.3  The Customer consents to, (and shall procure all required consents, from its personnel, representatives and agents, in respect of) all actions taken by the Supplier in connection with the processing of personal data provided these are in compliance with the then-current version of the Supplier’s privacy policy (‘Privacy Policy’). In the event of any inconsistency or conflict between the terms of the Privacy Policy and this agreement, the Privacy Policy will take precedence.
  4. 7.4  Without prejudice to clause 7.2, the Customer will ensure that it has all necessary appropriate

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consents and notices in place to enable lawful transfer of the personal data to the Supplier and lawful collection of the same by the Supplier for the duration and purposes of this agreement.

7.5 The Customer provides its prior, general authorisation for the Supplier to:

(a) appoint processors to process the Customer Personal Data, provided that the Supplier:

  1. (i)  shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on the Supplier in this Error! Bookmark not defined.7.
  2. (ii)  shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of the Supplier; and
  3. (iii)  shall inform the Customer of

any intended changes concerning the addition or replacement of the processors, thereby giving the Customer the opportunity to object to such changes provided that if the Customer objects to the

applicable certification scheme (which shall apply

when replaced by attachment to this agreement).

8. Limitation of liability: THE CUSTOMER’S ATTENTION IS P ARTICULARL Y DRAWN TO THIS CLAUSE.

  1. 8.1  References to liability in this clause 8 include every kind of liability arising under or in connectio n with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
  2. 8.2  Nothing in this clause 8 shall limit the Customer’s payment obligations under the Contract.
  3. 8.3  Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
    1. (a)  death or personal injury caused by negligence;
    2. (b)  fraud or fraudulent misrepresentation; and
    3. (c)  breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
  4. 8.4  Subject to Error! Bookmark not defined.8.3 (Liabilities which cannot legally be limited), the Supplier’s total liability to the Customer shall not exceed the amount of the Charges.
  5. 8.5  Nothing in this Clause 8 shall limit the Customers liability to pay the Charges.
  6. 8.6  Subject Error! Bookmark not defined.8.3 (No limitation in respect of deliberate default) and clause 8.4 (No limitation of customer’s payment obligations) this clause 8.6 sets out the types of loss that are wholly excluded:
    1. (a)  loss of profits.
    2. (b)  loss of sales or business.
    3. (c)  loss of agreements or contracts.
    4. (d)  loss of anticipated savings.
    5. (e)  loss of use or corruption of software, data or information.
    6. (f)  loss of or damage to goodwill; and
    7. (g)  indirect or consequential loss.
  7. 8.7  The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
  8. 8.8  Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
  9. 8.9  This clause 8 shall survive termination of the Contract.

9. Termination

  1. 9.1  Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 1 months’ written notice.
  2. 9.2  Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

changes and demonstrate,
Supplier’s
satisfaction,
objection is due to an actual or likely breach of Applicable Data Protection Law, the Customer shall indemnify the Supplier for any losses, damages, costs (including legal fees) and expenses suffered by the Supplier in accommodating the objection.

  1. 7.6  In relation to the Customer Personal Data, the Supplier shall process such data in accordance with the Supplier’s Privacy Policy. In particular, the Supplier shall process and retain the Customer Personal Data as follows:
    1. (a)  Any data relating to the Services, including data concerning a specific event, such as data on the attendees including contact information, event analytics, video or audio recordings o f the event, attendee feedback and other data specific to an event shall be stored for 90 days after the specific event;
    2. (b)  Any data held in connection with the Customer, this contract and the Deliverables shall be retained for 7 years.
  2. 7.7  Either party may, at any time on not less than 30 days’ notice, revise this Error! Bookmark not defined.7 (Data protection) by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an

cannot to the reasonable that the

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  1. (a)  the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 21 days of that party being notified in writing to do so;
  2. (b)  the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act

1986, b eing wo und up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

9.3 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

(a)

(b) there is a change of control of the Customer.

9.4 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if:

(a) (b)

(c)

(b)

payable by the Customer immediately on receipt and shall pay any sums payable under Clause 5.4;
the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paidfor.IftheCustomerfailstodoso, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

the Customer fails to pay any amount due under the Contract on the due

date for payment; or

the Customer fails to pay any amount due under the Contract on the due dateforpayment;
the Customer becomes subject to any of the events listed in clause 9.2(c) or clause 9.2(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them; and

the Supplier reasonably believes that the Customer is about to become subject to any of the events listed in clause 9.2(b).

10. Consequences of termination

10.1 On termination or expiry of the Contract:
(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be

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10.2

10.3

11. 11.1

11.2

11.3

Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect. 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 under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

Assignment and other dealings.

  1. (a)  The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
  2. (b)  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 under the Contract.

Confidentiality.

  1. (a)  Each party undertakes that it shall not at any time to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.3(b).
  2. (b)  Each party may disclose the other party’s confidential information:

(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information

comply with this clause 11.3; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory

authority.
(c) Neither party shall use the other

party’s confidential information for any purpose other than to perform its obligations under the Contract.

11.4 Entire agreement.

(a) The Contract constitutes the entire ag reement b etween the p arties and supersedes and extinguishes all

(b)

principal place of business (in any other case); or sent by fax to its main fax number or sent by email to the address specified in the Order.

Any notice or communication shall be deemed to have been received:

previous agreements,
assurances,
representations and understandings between them, whether written or oral, relating to its subject matter.

  1. (b)  Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
  2. (c)  Nothing in this clause shall limit or exclude any liability for fraud.
  1. 11.5  Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives) or by exchange of emails where each party agrees to the variation.
  2. 11.6  Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
  3. 11.7  Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part- provision of this Contract deleted under this clause 11.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
  4. 11.8  Notices.

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its

(i) (ii)

(iii)

if delivered by hand, at the time the notice is left at the proper address;

if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

if sent by fax or email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 11.8(b)(iii), business hours m eans 9. 00am t o 5. 00p m Monday to Friday GMT on a day that is not a public holiday in the place of receipt.

promises, warranties,

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11.9

11.10

11.11

Third party rights.

Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

Governing law. The Contract, 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.

Jurisdiction. 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.

Andy Griffiths

Executive Director at The Investor Forum CIC

“Virtual Approval helped us transform our annual meeting for over 150 senior business and investment leaders into an interactive webinar with keynote speakers, breakout discussions and a forum for feedback discussion. We couldn’t have asked for a better partner. Rachel ...

“Virtual Approval helped us transform our annual meeting for over 150 senior business and investment leaders into an interactive webinar with keynote speakers, breakout discussions and a forum for feedback discussion. We couldn’t have asked for a better partner. Rachel and the team created the perfect format, choreographed the discussion superbly and created an impactful series of post event videos for our website. The team at Virtual Approval is outstanding.”

Alex Stathis Tsao

Account Director, Taylor Partners, New York USA

“It’s a huge testament to all of you that we had such a strong showing and a highly engaged audience. Two media in attendance said it was the best virtual experience they have attended yet - WOW!”

“It’s a huge testament to all of you that we had such a strong showing and a highly engaged audience. Two media in attendance said it was the best virtual experience they have attended yet - WOW!”

John Brownhill

Co-Founder at food4heroes

“We used Virtual Approval to help us with our Online Auction for food4heroes, which raised a whopping £23,000. The Zoom show brought together presenters, performers, and video content over 1.5 hours [and] was flawless thanks to Rachel’s calm approach. If ...

“We used Virtual Approval to help us with our Online Auction for food4heroes, which raised a whopping £23,000. The Zoom show brought together presenters, performers, and video content over 1.5 hours [and] was flawless thanks to Rachel’s calm approach. If you are looking to run a live online event using Zoom, then look no further than Rachel if you want it to be a success.”

Bill Barton

Director at Barton Legal

"We engaged Virtual Approval to act in the role of administrator for the first-ever virtual trial in the Business and Property Courts. Rachel worked with us to organise, research, arrange and manage the secure registration of people to attend, the ...

"We engaged Virtual Approval to act in the role of administrator for the first-ever virtual trial in the Business and Property Courts. Rachel worked with us to organise, research, arrange and manage the secure registration of people to attend, the daily viewing and recording, and liaison with the transcription service. It is hard to overstate what a fantastic service Rachel and her company provided.”

Courteney Donnaldson, Managing Director

Christie & Co

"Rachel and her amazing team assisted us in facilitating a business networking dinner and they were truly exceptional. I would not hesitate in recommending Rachel and her colleagues. In the run up to the event nothing was too much trouble, ...

"Rachel and her amazing team assisted us in facilitating a business networking dinner and they were truly exceptional. I would not hesitate in recommending Rachel and her colleagues. In the run up to the event nothing was too much trouble, and they shared great ideas and suggestions based on their successes from previous event experiences. On the night, they were super organised, cool, calm, collected. The feedback we had from guests was first class. For all of our upcoming event needs, Rachel and her team will be my first port of call."

ToniMarie DiPietro, Event Coordinator

Covenant House New Jersey

"We have been working with the Virtual Approval team since 2020 and they are an amazing company to work with! Their team is comprised of professional, organized, talented, and extremely competent staff! They are extremely responsive and helpful in every ...

"We have been working with the Virtual Approval team since 2020 and they are an amazing company to work with! Their team is comprised of professional, organized, talented, and extremely competent staff! They are extremely responsive and helpful in every way. We host multiple virtual events a year and couldn't have done it without their expertise! I highly recommend Virtual Approval for all your virtual event needs!"

Paul Hayes, Director

Real Time Broadcast

"We have a fantastic partnership with the great team at Virtual Approval working on a number of successful virtual events together, They are always really organised, creative and really enjoyable to work with. The VA team also provide support for ...

"We have a fantastic partnership with the great team at Virtual Approval working on a number of successful virtual events together, They are always really organised, creative and really enjoyable to work with. The VA team also provide support for our Social Media helping us elevate our services, really capturing what we want to say. Couldn't recommend more!"

Solicitor

Clyde & Co

“We recently engaged Virtual Approval to provide virtual hearing management services for a virtual arbitration held via Zoom. Rachel provided comprehensive and invaluable support both during the build-up to the hearing and during the hearing itself. She was always available ...

“We recently engaged Virtual Approval to provide virtual hearing management services for a virtual arbitration held via Zoom. Rachel provided comprehensive and invaluable support both during the build-up to the hearing and during the hearing itself. She was always available to provide advice and support when needed.”

Xavier Garcia - Weibel

Leadership Coach, Human Centric Leaders, Switzerland

"Rachel’s fluency with virtual tools makes her the perfect companion of facilitated workshops. She is proactive, attentive to customer needs and helps you sort out difficulties in the moment where your mind as participant or as a facilitator needs to ...

"Rachel’s fluency with virtual tools makes her the perfect companion of facilitated workshops. She is proactive, attentive to customer needs and helps you sort out difficulties in the moment where your mind as participant or as a facilitator needs to be elsewhere. She is also eager to learn and improve, a great quality to hold in a fast moving business environment.”

Parvesh Patel

Client

"Saved our home and lives. 1st online High Court case (technology and construction) managed in a very professional manner without a glitch. if it was not for Rachel's input and management, the courts would not have been confident of the platform ...

"Saved our home and lives. 1st online High Court case (technology and construction) managed in a very professional manner without a glitch. if it was not for Rachel's input and management, the courts would not have been confident of the platform and our family would have been bullied and forced into bankruptcy by the council. Can't recommend the company highly enough. Thanks Rachel"

Jo Fife, Headmaster

Wandsworth Preparatory School

“Thank you for organising our first virtual event as a school. I was very impressed at your calm head in a stressful situation and your incredibly professional attitude throughout. The videos are looking fantastic.”

“Thank you for organising our first virtual event as a school. I was very impressed at your calm head in a stressful situation and your incredibly professional attitude throughout. The videos are looking fantastic.”

Rachel Buckler, Chair

Ofted Big Conversation North West & Early Years Hub

"I cannot recommend Rachel and her colleagues at Virtual Approval highly enough. Our event, the North West Ofsted Big Conversation, has twice now been hosted by Rachel and her team. Even though our future events might be able to take place ...

"I cannot recommend Rachel and her colleagues at Virtual Approval highly enough. Our event, the North West Ofsted Big Conversation, has twice now been hosted by Rachel and her team. Even though our future events might be able to take place again in a large venue we will still be asking Rachel to help us to manage the process again Possibly a hybrid option? Thanks Rachel and all of your amazing team."

Gareth Allen

Coach at Gareth Allen Performance Coach

“It was remarkable to learn that we had only been scratching the surface of what Zoom can do. There was so much more to it, and with your expert guidance, I now feel fully equipped to use Zoom to its ...

“It was remarkable to learn that we had only been scratching the surface of what Zoom can do. There was so much more to it, and with your expert guidance, I now feel fully equipped to use Zoom to its full potential.”

Duncan Bell

Director - Branchout Productions

"Cameron, I wanted to personally thank you so much for all your hard work, support and help. I know the project grew and grew and appreciate yours and Rachel's calm, professional and exceptional organisation to make this as smooth as ...

"Cameron, I wanted to personally thank you so much for all your hard work, support and help. I know the project grew and grew and appreciate yours and Rachel's calm, professional and exceptional organisation to make this as smooth as possible and come together. Look forward to working with you both much more in the future."

Phill Metcalfe, Commercial Manager

Protech Roofing

"Would highly recommend Virtual Approval to help your business take that extra step in getting you better Social Media and Marketing exposure to your working sectors. Please contact Rachel & her helpful team if you want your business to stand ...

"Would highly recommend Virtual Approval to help your business take that extra step in getting you better Social Media and Marketing exposure to your working sectors. Please contact Rachel & her helpful team if you want your business to stand out from the crowd!"

Lynn Mackay-Thomas, CEO

British Society for Heart Failure

"Virtual Approval did a great job working up to the event and on the day. They were professional, seamless and worked well together. Nothing was too much trouble and they tried to accommodate everything. "

"Virtual Approval did a great job working up to the event and on the day. They were professional, seamless and worked well together. Nothing was too much trouble and they tried to accommodate everything. "

Audrey H

VP of Operations, Learning Solutions USA

"Virtual Approval has made coordinating our virtual sessions a breeze!  I have worked with their team on the operations/logistics side, when we needed a broader team to support our virtual offerings.  Virtual Approval came in with a fully drawn-out process, ...

"Virtual Approval has made coordinating our virtual sessions a breeze!  I have worked with their team on the operations/logistics side, when we needed a broader team to support our virtual offerings.  Virtual Approval came in with a fully drawn-out process, they assigned multiple producers with time zone coverage across the world, helped us set up trainings with our facilitators, and then trained new team members on their own without our help once they knew the ropes.  They are transparent and reasonable with their rates, and are so easy to work with!"

Charlotte W

Operations Lead & Learning Solutions Manager

"Virtual Approval has become a true partner of ours in every sense of the word. Rachel and her team have been there to support our virtual and hybrid needs over the past 2 years, providing us not only with excellence ...

"Virtual Approval has become a true partner of ours in every sense of the word. Rachel and her team have been there to support our virtual and hybrid needs over the past 2 years, providing us not only with excellence service, but with support and guidance whenever we need it. We have collaborated to build a seamless working relationship with open and honest communication at the heart of it. They are organised, solution-focused and professional. No matter what the challenge is, the team has produced innovative solutions often with short notice. I couldn’t recommend Virtual Approval highly enough!"

Kate Burgess

Programme Manager, Learning & Development

"Virtual Approval are an extremely professional organisation.  Rachel, Chris and the team were very responsive to our initial enquiries, their documentation and contracting was simple and straightforward so made a stressful situation with difficult time constraints, easy to navigate.  Their ...

"Virtual Approval are an extremely professional organisation.  Rachel, Chris and the team were very responsive to our initial enquiries, their documentation and contracting was simple and straightforward so made a stressful situation with difficult time constraints, easy to navigate.  Their team of producers are all reliable, well-prepared and help above and beyond the requirements on paper, going the extra mile for the facilitators and client.  A delight to work with and asset to any team!"

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