The Terms of Working With Us
“The Proposal” means a separate document giving details of the Services to be provided by the Company to the Client and their mutual obligations.
“The Project” means the Services and all other activities to be undertaken by the Company on behalf of the Client.
“The Contract” means an agreed and signed copy of the Proposal together with these Terms and Conditions.
“The Company” means Visionary Hub Space, a trading style of The BKR Group Ltd of Unit 2, Enterprise Way, Bessingby Industrial Estate, Bridlington, YO16 4SF.
“The Client” means the company or individual to whom the Company is contracted to provide the Services.
“The Services” means the work and other activities to be undertaken by the Company during the period in which the Company is contracted to provide services to the Client, including any Recurring Services.
“Recurring Services” means any services provided on an ongoing, retained or subscription basis, including but not limited to care packages, support packages, paid media management, hosting, and the licensing or operation of competition and prize draw platforms.
“Intellectual Property” means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information including know how and trade secrets, and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world, as at the date of the Contract or in the future.
“Data Protection Legislation” means the UK General Data Protection Regulation, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003, and any other laws relating to the processing of personal data and privacy that apply to a party, in each case as amended or replaced from time to time.
“Personal Data”, “Controller”, “Processor”, “Data Subject” and “processing” have the meanings given to them in the Data Protection Legislation.
By accepting a Proposal, making use of the Services, or making payment of an invoice for the Services supplied, the Client acknowledges that it has read, understood, and agreed to these Terms and Conditions.
Unless the context otherwise requires, words importing one gender shall include all other genders, and words importing the singular shall include the plural and the reverse. Reference to any statutory provision in this Contract shall include any statutory provision which amends or replaces it.
This document sets out the Terms and Conditions agreed between the parties for the design, development, or supply of a Project or Service to be undertaken by the Company for the Client, including any technical and design details.
The order of precedence of the Contract documentation is, first, the Proposal, and second, these Terms and Conditions. Where there is a conflict, the Proposal prevails.
These Terms and Conditions apply to the Contract to the exclusion of any other terms that the Client may seek to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.
The Client is deemed to have accepted the Contract on the earliest of the following:
a. signing the Proposal, including by electronic signature or by confirming acceptance through any digital signing service;
b. confirming acceptance of the Proposal in writing, including by email;
c. paying any deposit or invoice issued in connection with the Project; or
d. instructing the Company in writing to commence the Services.
No Proposal constitutes an offer capable of acceptance until issued by the Company, and the Company may withdraw or amend a Proposal at any time before it is accepted.
The parties have agreed a detailed Project specification as set out in the Proposal.
Any amendments to the Project specification must be made in writing and delivered to the other party. No changes to the Services will take place unless agreed by both parties, and such agreement shall not be unreasonably withheld.
Any updates which the Company has agreed to undertake in the Proposal, including but not limited to text, image, and video changes, will be carried out for a maximum of 5 working days unless expressly stated otherwise in the Proposal, after which they become chargeable at the Company’s usual hourly rate.
If proposed amendments incur additional expense, the Company is entitled to seek further payment to cover that expense. Where a change materially affects the scope, timeline, or cost of the Project, the Company will provide a written change request for the Client to approve before the work proceeds.
It is the Client’s responsibility to carry out any market research as to the viability and profitability of any Project before accepting a Quotation or Proposal. The Company will not be held liable for anything deemed not commercially viable after the work has begun.
5.1 The Client will pay the agreed fees to the Company on delivery of the Project, or in accordance with any payment schedule set out in the Proposal or Project specification. The Company will invoice the Client, and the Client will pay at the prevailing rate.
5.2 Where the Project involves considerable design and development time, the Company will require payment on the completion of development milestones. Such milestones and the payment due for each shall be set out in the Proposal, or where not specified, agreed in writing by the parties before commencement.
5.3 If the Client fails to provide the necessary content and as a result the Project is not completed within a 6 month period, the Company will require full payment of the agreed Project amount. The Project will resume only once the Company receives all content required to complete it.
5.4 If the Company does not receive all content within a reasonable period of 12 months from the start of the Project, it reserves the right to redevelop aspects of the Project which it considers obsolete. Any costs incurred will be chargeable to the Client.
5.5 Payment may be made by BACS, debit or credit card, cash, or cheque, or for overseas Clients by Pound Sterling International Money Order or previously agreed electronic funds transfer. The Company reserves the right to charge the Client any fees incurred as a result of such transfer.
5.6 Payment shall, unless otherwise agreed in writing, be made in full without deduction or set off within 30 days of the date of the invoice, except for Cash on Delivery or Pro forma invoices, where immediate payment is required.
5.7 If a deposit is required as set out in the Proposal, it must be received and cleared before the Project commences. Any credit provided to the Client may be changed or withdrawn at any time.
5.8 Returned cheques will incur an additional fee of £50.00 per returned cheque, and the Company reserves the right to consider the account overdue.
5.9 Without prejudice to any other right or remedy, the Company reserves the right to charge interest on overdue sums under the Late Payment of Commercial Debts (Interest) Act 1998, together with the fixed sum compensation and reasonable recovery costs provided for under that Act.
5.10 Where recovery action is required to collect an overdue debt, the Client agrees to pay the Company’s reasonable legal expenses, court fees, and third party collection agency costs actually incurred. Should an account become overdue, the Client’s contact details may be passed to a third party collection agent or solicitor for recovery action.
5.11 The Company shall be entitled to remove the Company’s or the Client’s material from any computer systems until the amount due has been paid in full. This includes any unpaid sums due for Services, including but not limited to hosting, domain registration, design, maintenance, subcontractors, printers, photographers, and libraries. Removal does not relieve the Client of the obligation to pay the amount due.
5.12 The Company reserves the right to decline further work on a Project where invoices remain outstanding.
5.13 The Company reserves the right to alter prices at any time without prior notice. A Quotation or Proposal at an original price is valid for 30 days and thereafter for the life of the current commission. Additional work may be charged using the updated pricing structure. All Projects are subject to a minimum charge.
5.14 If the Client ceases communication for more than 45 days with no written notice or explanation, the Company reserves the right to charge a re engagement fee of 15% of the total Project value. If there is no communication by email, call, or otherwise within 60 days, the Company reserves the right to cancel the Project in full and to issue a refund, if applicable, at its discretion in accordance with clause 6.
6.1 The Client may cancel the Project before completion by giving written notice to the Company.
6.2 The deposit of 50% of the total Project value, payable on acceptance of the Proposal, secures the Client’s place in the Company’s schedule and reserves capacity that the Company would otherwise make available to other clients. This deposit is non refundable in the event of cancellation by the Client.
6.3 The cancellation charge payable by the Client depends on the stage the Project has reached, as follows:
a. where the Client cancels after acceptance of the Proposal but before the Company has presented the project visuals for acceptance, the 50% deposit is retained in full and no further fee is due, save for any costs payable under clause 6.4;
b. where the Client cancels after acceptance of the project visuals, the full Project value becomes immediately due and payable, being the retained deposit together with the balance, to reflect that the design and creative phase has been completed and signed off in accordance with clause 19.
6.4 In every case the Client shall also pay any third party, subcontractor, software, or licensing costs which the Company has reasonably incurred or irrevocably committed to, where these are genuine external costs in addition to the Company’s own fees.
6.5 The deposit and any cancellation charge under this clause reflect the capacity the Company reserves for the Project, the work the Company turns away on the basis of its availability, and the opportunity foregone in declining or deferring other work. They represent a genuine pre estimate of the Company’s loss and protect a legitimate business interest, and in no case will the total charged exceed the total Project value.
6.6 Where the Proposal sets out a different payment schedule or different milestones, the cancellation points in clause 6.3 apply to those milestones instead. Occasional agreed variations to the timing of payment do not affect the operation of this clause.
6.7 Where, on cancellation, the sums already paid by the Client exceed the amount due under this clause, the Company may at its discretion offer a refund of the balance, having regard to the value of completed work, unrecoverable costs, and development time already allocated. A full refund is not guaranteed, and any refund is subject to agreement in writing.
6.8 This clause does not apply to consumers exercising their statutory right to cancel under clause 25.
Where the Proposal provides for Recurring Services, the following terms apply in addition to the rest of this Contract.
7.1 Recurring Services are billed in advance in accordance with the schedule set out in the Proposal, unless otherwise agreed in writing. Fees are due whether or not the Client makes use of the Services in any given period.
7.2 Unless the Proposal states a fixed minimum term, either party may terminate a Recurring Service by giving 30 days written notice, expiring no earlier than the end of any minimum term. Where a minimum term applies, charges for the remainder of that term become payable on early termination.
7.3 Recurring Services renew automatically for successive periods equal to the original term unless cancelled in accordance with clause 7.2. The Company will give reasonable notice before any renewal where required by law.
7.4 The Company may review and adjust the fees for Recurring Services on renewal, or annually, by giving the Client at least 30 days written notice. If the Client does not accept a fee change, it may terminate the affected Service before the change takes effect.
7.5 The Company may suspend Recurring Services in accordance with clause 24 where payment is overdue or the Client is in breach. Suspension does not relieve the Client of its payment obligations for the period of suspension.
7.6 Work carried out under a Recurring Service does not transfer ownership of any underlying platform, code, or licensed component except as expressly stated in the Proposal. Access to platforms and licensed components ceases on termination of the relevant Service unless otherwise agreed in writing.
The Client will pay the expenses incurred by the Company during the Project, including travel to the Client’s offices where required, the purchase of consumables required for the Project, and other reasonable expenses directly related to the Project.
The Company will inform the Client in writing in advance of any significant expenses not covered above that need to be incurred during the Project.
The Company will use reasonable endeavours to ensure that the completed Project is delivered to the Client as set out in the Proposal or Project specification.
If the Client requires the completed Project to be loaded onto a file server using File Transfer Protocol, the Company is entitled to make a reasonable additional charge. The Client is responsible for ensuring that the intended server or disk space is properly configured.
The Company will not load the completed Project onto a publicly available file server until full payment has been made to the Company. The Client may only use or publish the completed Project once full payment has been made.
Risk in the Project transfers on delivery. Ownership transfers only on payment of all sums due. At Project acceptance the Company may provide an estimated completion date, but cannot guarantee this as a final date.
The Company reserves the right to refuse to provide a Proposal or to construct a Project which it judges unfit due to content or otherwise.
The Client undertakes to deliver all content and materials required for the Project, in the formats requested, before commencement or at the milestones set out in the Proposal.
Where this is not possible, the Client will deliver outstanding content and materials within 30 days of the start of the Project or milestone. The Client will notify the Company in writing as soon as practicable of any delay, and provide a revised timetable.
The Company will not be responsible for any delays, missed milestones, or additional expenses incurred due to the late delivery or non delivery of content and materials by the Client.
As standard practice, the Company works with modern open source frameworks, such as WordPress and Laravel, for the majority of developments. The Company reserves the right to use premium themes, plugins, or external open source applications to enhance functionality and support completion of the Project.
The Client acknowledges and agrees that:
a. any third party plugins or extensions used are developed and maintained by external providers;
b. such plugins may be subject to independent updates, limitations, or withdrawal of support at any time without notice;
c. the Company is not responsible for maintaining, updating, or ensuring the long term compatibility of any plugin unless this forms part of an agreed care package or is agreed in writing;
d. support for these tools may rely on third party vendors or communities outside the Company’s control, which can affect timelines or functionality; and
e. any additional development work required due to plugin conflicts, discontinued functionality, or plugin updates will be quoted and billed separately.
The Company may engage subcontractors, freelancers, agencies, or other third party providers to perform any part of the Services. The Company shall remain responsible for Services performed by them as if performed by the Company.
Where any subcontractor processes Personal Data on the Client’s behalf, the Company will ensure they are engaged under terms consistent with clause 13.
13.1 Each party shall comply with its obligations under the Data Protection Legislation. This clause is in addition to, and does not relieve, remove, or replace, those obligations.
13.2 The parties acknowledge that, for the purposes of the Data Protection Legislation, the Client is the Controller and the Company is the Processor in respect of any Personal Data the Company processes on the Client’s behalf in providing the Services. This includes, where applicable, Personal Data of entrants, customers, and users collected through any website or competition platform built or operated by the Company.
13.3 The Client warrants that it has a lawful basis for the processing of all Personal Data it provides to, or instructs the Company to process, and that it has provided all necessary notices and obtained all necessary consents.
13.4 Where the Company acts as Processor, it shall:
a. process the Personal Data only on the documented instructions of the Client, unless required to do otherwise by law;
b. ensure that persons authorised to process the Personal Data are subject to a duty of confidentiality;
c. implement appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, or damage;
d. assist the Client, so far as reasonably possible, in responding to requests from Data Subjects and in meeting its obligations relating to security, breach notification, and data protection impact assessments;
e. notify the Client without undue delay on becoming aware of a Personal Data breach;
f. Not engage a sub processor without the Client’s general or specific authorisation, and shall impose data protection terms on any sub processor no less protective than those in this clause; and
g. at the Client’s choice, delete or return all Personal Data on termination of the relevant Services, unless retention is required by law.
13. 5 The parties will, where required, enter into a separate Data Processing Agreement setting out the subject matter, duration, nature, and purpose of the processing, the types of Personal Data, and the categories of Data Subject. Where such an agreement is in place, it shall take precedence over this clause to the extent of any conflict.
13. 6 The Client shall indemnify the Company against all losses, claims, and costs arising from the Client’s breach of the Data Protection Legislation or of this clause.
14. 1 Where the Company designs, builds, hosts, or operates a competition, prize draw, or instant win platform for the Client, it does so as a provider of technical and creative services only. The Company does not provide legal, regulatory, or gambling law advice, and nothing supplied by the Company constitutes such advice.
14.2 The Client is solely responsible for the lawfulness of its competitions and prize draws, including but not limited to the design and operation of any element of skill, free entry route, or element of chance, compliance with the Gambling Act 2005 and any guidance issued by the Gambling Commission, compliance with advertising and consumer protection law including the CAP Code and the rulings of the Advertising Standards Authority, the drafting and publication of its own promotion terms and conditions, the conduct of draws, and the fulfilment and delivery of prizes.
14.3 The Client warrants that its competitions and prize draws comply, and will continue to comply, with all applicable laws and regulations, and that it holds any licence or authorisation required to operate them.
14.4 The Client shall indemnify the Company against all claims, demands, losses, damages, costs, and expenses, including regulatory fines and legal costs, arising from or in connection with the operation, promotion, or conduct of the Client’s competitions or prize draws, or any allegation that they are unlawful.
14.5 The Company may decline to build, or may suspend or withdraw, any platform or service where it reasonably believes that the Client’s operation is, or may be, unlawful, or where required to do so by a regulator, payment provider, or other authority. The Company is not obliged to verify the lawfulness of the Client’s operation.
14.6 The Company’s Visionary Competition Suite (the “Suite”) is proprietary software owned by the Company. It is provided to the Client under licence and is not sold. The Suite is operated and hosted by the Company and is not made available for self hosting or as a standalone plugin, for security and commercial reasons. The Suite is provided and identified at all times as the Visionary Competition Suite. The Client is not given access to the Suite’s plugin or source files, and shall not rename, remove, or obscure the Suite’s branding.
14.7 Subject to payment of the applicable fees and to the Client’s compliance with this Contract, the Company grants the Client a non exclusive, non transferable, non sublicensable, revocable licence to access and use the Suite for the duration of the relevant Services, solely for the operation of the Client’s own competitions and prize draws. Where the Client holds a care plan with the Company, the Suite licence is included within that care plan. Where the Client does not hold a care plan, a licence fee of £50 per month is payable. The Suite licence is a Recurring Service under clause 7.
14. 8 The Client shall not, and shall not permit any third party to: copy, modify, adapt, translate, or create derivative works from the Suite; reverse engineer, decompile, or disassemble the Suite, or attempt to derive its source code, except to the extent this restriction cannot lawfully be excluded; remove, relocate, extract, or attempt to host any part of the Suite outside the Company’s hosting environment; rent, lend, resell, sublicense, or otherwise make the Suite available to any third party; or use the Suite, or any knowledge gained from it, to build or assist in building a competing product.
14.9 All Intellectual Property in the Suite, including all updates, configurations, enhancements, and associated documentation, remains the exclusive property of the Company at all times. Nothing in this Contract transfers any ownership of the Suite to the Client. For the avoidance of doubt, the transfer of ownership on payment described in clause 18, and the licence of underlying code described in clause 20, do not apply to the Suite, and to the extent of any conflict this clause prevails.
14.10 The Company is responsible for maintaining, updating, and securing the Suite, and may modify or enhance its features from time to time, provided that it will not materially reduce the core functionality made available to the Client during the term without reasonable notice.
14.11 The Suite licence is co-terminous with the Client’s care plan or hosting and ends automatically on the termination or expiry of that plan, or on suspension for non payment, in accordance with clauses 7 and 24. On termination, and provided the Client’s account is paid in full and up to date, the Client will be given access to its own website files, any third party plugins the Client itself licenses, its customer and entrant data, and its associated brand assets. The Client will not receive the Suite or any other plugin or software licensed through the Company, which remain the property of the Company and are removed on termination. The Client acknowledges that removal of the Suite will leave gaps in the site’s functionality, and that any remedial work required to integrate the site with alternative solutions is chargeable. The Company may withhold the Client’s files and data until all sums due have been paid in full.
14.12 Where the Client does not wish to use the Suite, the Client should notify the Company, as alternative third party platforms or plugins may be available. Any such alternative will be subject to separate terms and fees and to the third party provisions of clause 11, and the Client accepts that the functionality, security, support, and pricing of any alternative may differ from those of the Suite.
Any notice given under this Contract shall be served on the other party, addressed to that party’s signatory, by email, personal delivery, pre paid recorded delivery, or first class post. Notice shall be deemed effectively served as follows: in the case of pre paid recorded delivery or first class post, 48 hours after posting; and in the case of email, on the next working day.
Both parties shall keep confidential the specific terms of the Project and not disclose them except to such employees or contractors as need to know the relevant information for the purposes of performing the Project.
The parties agree that all information marked “Confidential”, or which it is reasonable to judge as confidential, shall not be disclosed during the Project or for a minimum of 2 years after its completion, except where disclosure is required by law or by order of a court in the jurisdiction of England.
All information marked as a “Trade Secret”, and reasonably judged to constitute a Trade Secret, shall not be disclosed at any time during or after the expiry of this Contract, except where required by law or court order. Confidential information and Trade Secrets consist of, but are not limited to, technical, commercial, financial, operational, marketing, or promotional information or data.
Subject to clause 16, the Client may refer to its working relationship with the Company for press and publicity purposes after receiving the Company’s written approval of the content of any such material.
The Client agrees to allow the Company to feature websites and other designs, together with a link to the Client’s site, on the Company’s own website for demonstration purposes, and to use such designs in its own publicity.
The Client undertakes to secure all copyright, licences, clearances, or consents required for the content and materials to be incorporated into the Project by the Company.
The Client grants the Company, for the term of the Project, a non exclusive, revocable, royalty free licence to use its Intellectual Property for the purpose of creating the Project.
Neither party shall make any claim to the other party’s content, materials, or services during or after the expiry of this Contract. Neither party shall make any claim to the other party’s trade marks, register or apply for a materially similar trade mark or imitation, or register a company name materially similar to that of the other party.
Copyright in all material provided by the Company, such as source code, graphics, photographs, video, animation, and text, remains the property of the Company until payment has been made in full, at which point it becomes the property of the Client.
This clause does not transfer ownership of the Company’s Visionary Competition Suite or any other proprietary software or platform that the Company operates under licence, which is dealt with in clause 14 and remains the property of the Company at all times.
Where a choice of design is presented, only one solution is deemed to fulfil the Contract. All other designs remain the property of the Company unless agreed otherwise in writing.
Once you have signed off your design, we will not deviate from it during or after the build. Any changes requested after sign off are chargeable at our hourly rate.
Please make sure you are completely happy when signing off your design and have asked any questions you may have.
The Company cannot guarantee the availability of any domain name. Where the Company registers a domain on the Client’s behalf, it will endeavour to do so, but the Client should not assume a successful registration.
Neither party shall register a domain name materially similar to that of the other party, except where the Client specifically requests that the Company register similar domains on its behalf in order to prevent their registration by third parties. In that case all reasonable fees and expenses are payable by the Client as part of the Project cost.
The Client agrees that a web page built from a graphic design may not exactly match the original design, because of the difference between display in design software and the rendering of code by browser software. The Company will endeavour to match the design as closely as possible.
The Company will make every effort to ensure sites are designed to be viewed by the majority of visitors, across current stable releases of major browsers including Microsoft Edge, Mozilla Firefox, Safari, and Google Chrome. The Client understands that the Company cannot guarantee correct functionality or design across all browsers, devices, and operating systems. Where the Client requires testing with older browsers, this must be specified before work commences.
The Company will link from the Client’s completed homepage to the Company’s homepage by way of a logo, image, or text hyperlink in the form “Website Design by Visionary Hub Space” or similar, at the foot of the pages. Removal of this link is charged at £250 plus VAT.
Once development is complete, the Company will provide the Client with the opportunity to review the work. The Company will make one set of minor changes at no extra cost within 14 days. This does not include changes to images, colour schemes, or navigation features, and any such changes are chargeable. Minor changes may be notified by email.
The Client undertakes not to materially alter or diminish the design and function of the Project website without the Company’s prior written consent.
The Company reserves the right to choose the best development platform for the Client and the Company, ranging from bespoke design and build to open source web builders. If the Client has a preferred platform not disclosed at the point of sale, or does not disclose all desired functionality, and as a result the Company selects a platform unable to achieve the required functionality, the Client agrees that any development cost required to modify or change the platform will be billed to the Client.
After completion, the Client may wish to edit the site through its Content Management System, where included in the Proposal. In doing so the Client assumes full responsibility for any issues that arise. If the Client or a third party of its choosing edits the site and this causes functionality errors or display issues, the Company reserves the right to quote for repair work.
The Company grants the Client a non exclusive licence to use the underlying code used to create the Project. The Client shall not alter the coding with a view to creating a separate website, or license the Project website to a third party, without the Company’s prior written consent.
The Company may from time to time recommend that updates are made to the site to comply with new or revised legislation, software releases, or web standards, and reserves the right to quote for such updates as separate work. The Client agrees that the Company is not liable for any failure to inform of or implement such updates, and shall indemnify and hold the Company harmless from any demands, liabilities, costs, losses, and claims arising from any omission to do so.
Where the Company undertakes Search Engine Optimisation, the Client understands that, due to the many considerations search engines use to determine ranking, the Company cannot guarantee any particular placement or the timing of acceptance or appearance in search results.
Any website hosting offered by the Company is subject to the Company’s Website Hosting Contract Terms and Conditions, available on the Company’s website.
The Company provides 5 business days of support from the launch date as standard with all Projects developed. This support covers problems arising after completion where the original specification has not been met or the Project is not functioning as agreed.
This support does not cover fundamental changes or deviation from the original specification, including image edits, changes in functionality, and text changes. If the Client has caused issues through misuse of its CMS during the support period, the Company reserves the right to charge for support at its discretion and usual hourly rate.
After the support period expires, support is chargeable, including any errors and issues which take developer time to investigate. The Company will charge a standard 1 hour fee at the standard rate to investigate the issue before providing the Client with an estimate. The Client is not obliged to proceed with any charges.
22.1 The Company warrants that it will provide the Services with reasonable skill and care. Except as expressly set out in the Contract, and to the fullest extent permitted by law, all other warranties, conditions, and terms, whether express or implied by statute, common law, or otherwise, are excluded.
22.2 The Client confirms and warrants that, to the best of its knowledge and belief, the content and materials it supplies for the Project are not blasphemous, defamatory, or obscene, and do not breach any applicable law or regulation.
22.3 The Client is responsible for sourcing its own terms and conditions and privacy policies, and for complying with any regulations, rules, or commissions, including the Gambling Commission, that apply to the nature of its business. The Company reserves the right to accept or decline a Client where it believes the Client has made false claims of compliance. The Company is under no obligation to check whether the Client is compliant.
22.4 Where the Client intends to resell the outcomes of the Project, and the Company agrees to such a transaction, the Client warrants that these Terms and Conditions will apply to that transaction to the exclusion of all others.
22.5 Both parties and their signatories warrant that they are authorised to enter into the Contract and have obtained all necessary permissions and approvals, and that they are not aware of anything within their reasonable control which might adversely affect their ability to fulfil their obligations.
23. 1 Nothing in this Contract excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.
23. 2 Subject to clause 23.1, neither party shall be liable to the other, whether in contract, tort including negligence, breach of statutory duty, pre contract or other representations other than fraudulent or negligent misrepresentation, or otherwise, for any loss of business, contracts, profits, or anticipated savings, or for any indirect or consequential loss whatsoever.
23.3 Subject to clause 23.1, the Company’s total aggregate liability arising under or in connection with this Contract shall not exceed the total fees paid by the Client under the Contract in the 12 months preceding the event giving rise to the claim, or where the Contract is for a one off Project, the total fees payable for that Project.
23.4 The Client agrees to indemnify the Company against any claims, damages, losses, costs, and expenses which the Company may sustain in relation to any content and materials the Client provides, including any breach of applicable law or regulation or any infringement of intellectual property rights. The Client acknowledges that it is for the Client to ensure that the resulting Project does not infringe the laws of any jurisdiction in which it is actively promoted.
23.5 The Company agrees to indemnify the Client against any claims, damages, losses, costs, and expenses which the Client may sustain in relation to breaches of the confidentiality and intellectual property clauses of this Contract committed knowingly by the Company.
24.1 Either party may terminate this Contract immediately where the other party commits a serious or material breach, or persistent breaches, including non performance, default, or neglect of its duties under this Contract, and that breach remains unremedied for 30 days from written notice specifying it and requiring its remedy, or that breach is not capable of remedy.
24.2 This Contract may also be terminated where the other party is unable to pay its debts within the meaning of the Insolvency Act 1986, becomes subject to an administration order or goes into liquidation other than for amalgamation or reconstruction, has a receiver appointed over its property, makes a voluntary arrangement or compromise with its creditors, or fails to make payment in accordance with this Contract.
24.3 The Company may suspend all or part of the Services immediately, without liability, where any payment is overdue or the Client is in breach of this Contract. Suspension does not relieve the Client of its payment obligations, and the Company may make a reasonable charge for reinstatement.
24.4 The Company may terminate any Recurring Service for convenience by giving the Client 30 days written notice. On such termination the Client remains liable for charges up to the end of the notice period.
24.5 On termination of this Contract, any completed parts of the Project already delivered, or test examples not already paid for, will be returned to the Company, and the Client shall not retain any copies. The following become immediately due: all outstanding invoices, all costs accrued up to the termination date not already invoiced, and any costs incurred by the Company on termination.
24.6 Termination shall be without prejudice to any rights accrued to either party in respect of any breach before termination, and to those provisions which by their nature are intended to survive termination, including the confidentiality, data protection, intellectual property, and liability clauses, and this clause.
These Terms and Conditions are intended for Clients acting in the course of a business. Where the Client is a consumer, meaning an individual acting wholly or mainly outside their trade, business, craft, or profession, certain statutory rights apply which cannot be excluded.
In particular, a consumer entering into a distance contract has a statutory right to cancel within 14 days under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, except where the consumer has asked for the Services to begin during the cancellation period and they are fully performed, or to the extent of Services already supplied. Consumers also benefit from rights under the Consumer Rights Act 2015, including that Services are provided with reasonable skill and care.
Nothing in these Terms affects a consumer’s non excludable statutory rights. Where there is any conflict between those rights and these Terms, the statutory rights prevail. The Company may require consumers to contract on separate consumer terms.
Neither party may assign or otherwise transfer this Contract, or any rights, duties, and obligations under it, without the prior written consent of the other party. This clause does not restrict the Company’s right to subcontract under clause 12.
Neither party shall be liable for delay or failure to perform any obligation under this Contract if the delay or failure is caused by circumstances beyond its reasonable control, including but not limited to acts of God, epidemic or pandemic, war, civil disorder, industrial dispute, or failure of utilities or telecommunications. If such delay or failure continues for at least 30 days, the party not subject to the force majeure may terminate this Contract by written notice.
Nothing in this Contract shall be construed as creating a partnership, joint venture, or agency relationship between the parties, and neither party shall have authority to bind the other, to contract in the name of the other, or to create a liability against the other.
The Client undertakes, during the Project development period and for 12 months after its completion, not to directly or indirectly solicit or induce any of the Company’s employees to leave the Company’s employment, whether to work on a freelance or consultancy basis or to be directly employed by the Client.
The Company may use artificial intelligence tools and other third party software in the course of providing the Services, and will take reasonable care in their use. The Client agrees not to submit to the Company any content it is not authorised to share, and acknowledges that the output of such tools may require review and refinement. The Company remains responsible for the Services delivered in accordance with this Contract.
The Client agrees to allow the Company all necessary access to computer systems, servers, and other locations, including read and write permissions, usernames, and passwords, as required to complete a Project and until all due funds are cleared, and to allow access required to remove material, data, or sites for failure to comply with these Terms and Conditions.
Failure by either party to enforce any accrued right under this Contract shall not be deemed a waiver of that right unless the waiving party acknowledges the waiver in writing. Each clause of this Contract shall be read and construed independently. Should any part be found invalid, it shall not affect the remaining provisions.
No addition to or modification of any clause shall be binding unless made by written instrument signed by the signatories or their duly authorised representatives. This Contract sets out the entire agreement and understanding of the parties and supersedes any previous written or oral agreements between them.
From time to time the Company may recommend third party providers or services. The Client acknowledges that the Company may receive a commission or referral fee as a result. This will not affect the cost to the Client nor influence the Company’s recommendation, which is made on the basis of suitability and experience.
This Contract shall be interpreted, construed, and enforced in accordance with the laws of England and Wales. Subject to clause 33, the parties irrevocably agree to submit to the exclusive jurisdiction of the courts of England over any claim or matter arising under or in connection with the Contract, its subject matter, or its formation, including non contractual disputes or claims.
33.1 If any dispute or difference arises as to the formation, meaning, operation, validity, or effect of the Contract, or the rights, duties, or liabilities of the parties under it, either party may give written notice to the other, and the matter shall be referred to a mutually agreed third party mediator within 14 days of such notice.
33.2 If mediation fails, the dispute shall be referred to arbitration by a single arbitrator agreed by the parties within 14 days of that failure, or in default of agreement nominated by the President of the Law Society of England and Wales, such arbitration to be conducted in accordance with the Arbitration Act 1996.
33.3 Nothing in this clause shall prevent either party from applying to a court of competent jurisdiction for the recovery of any undisputed sum due, or for an injunction or other interim or urgent relief, at any time.
A person who is not a party to the Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. The headings in these Terms and Conditions are for convenience only and have no legal effect.
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Visionary Hub Space is a trading name of The BKR Group Ltd
