Terms and Conditions
These Terms and Conditions (the “Terms”) govern the supply of office administrative services, virtual office and executive administrative support, workflow optimisation and business process management, records management and document processing, facilities and office operations support, corporate back-office outsourcing, and billing, bookkeeping and administrative coordination by VIAVO LTD to business clients. They form a services contract for administrative and outsourcing engagement. They do not govern mere browsing of the public website at https://viavo.design, which is addressed by the separate Terms of Service. They are not a privacy notice; processing of personal data is also described in the Privacy Policy and, where VIAVO LTD acts as a processor, in any data processing schedule.
VIAVO LTD is a private limited company established in the United Kingdom and operating from 24 St. Davids Drive, Connah's Quay, Deeside, CH5 4SR United Kingdom, in Flintshire, Wales. Correspondence may be sent to that address, by telephone to +44 7911 123456, or by email to executive@viavo.design. These Terms are written in formal British English and are governed by the law of England and Wales. VIAVO LTD provides administrative management and office support. It is not a licensed insolvency practitioner, statutory auditor, or regulated investment firm.
By signing a statement of work, letter of engagement, order form or other written acceptance that incorporates these Terms, or by instructing VIAVO LTD to commence paid administrative work after receiving these Terms, the Client agrees to be bound by them. If the Client does not agree, it must not instruct VIAVO LTD and must not supply Client Materials for processing. Where the Client is a consumer within the meaning of the Consumer Rights Act 2015, mandatory consumer rights are not excluded. These Terms are drafted primarily for business-to-business engagements.
1. Parties and interpretation
1.1 The parties to the Agreement are:
(a) VIAVO LTD, of 24 St. Davids Drive, Connah's Quay, Deeside, CH5 4SR United Kingdom (“VIAVO”, “we”, “us” or “our”); and
(b) the organisation identified as the client in the Statement of Work, letter of engagement or order form (the “Client”).
1.2 Each party warrants that it has capacity and authority to enter into the Agreement. The individual who signs or otherwise accepts for the Client warrants that he or she is duly authorised to bind the Client. If that warranty is untrue, the individual shall be jointly and severally liable with the Client for the Client’s obligations until a duly authorised officer of the Client ratifies the Agreement in writing.
1.3 In these Terms, unless the context otherwise requires, the following expressions have the following meanings.
“Affiliate” means, in relation to a party, any person that directly or indirectly Controls, is Controlled by, or is under common Control with that party, where “Control” has the meaning in section 1124 of the Corporation Tax Act 2010.
“Agreement” means the contract between VIAVO and the Client comprising these Terms, the Statement of Work, any Change Control Note that has been signed by both parties, any data processing schedule, and any other document expressly incorporated in writing.
“Authorised Person” means an individual named in the Statement of Work, or later nominated in accordance with clause 11, who may give instructions, approve Deliverables, approve Changes and receive notices on behalf of the Client.
“Background IPR” means Intellectual Property Rights owned by or licensed to a party independently of the Agreement, or created otherwise than in the course of providing the Services, including methodologies, templates, checklists, process maps of general application, software tools, house styles and know-how of VIAVO.
“Business Day” means a day other than a Saturday, Sunday or public holiday in England and Wales, on which clearing banks in the City of London are open for sterling business. A bank holiday observed in Wales or in England is a public holiday where it applies at VIAVO’s Flintshire establishment or at the Location in the Statement of Work.
“Change” means any alteration to the scope, volume, method, timetable, Location, Fees, service levels, systems, data categories or personnel model of the Services, whether initiated by the Client or proposed by VIAVO.
“Change Control Note” means a written record of a Change in the form reasonably specified by VIAVO, identifying the nature of the Change, its effect on Fees, timetable and risk, and the date from which it takes effect.
“Charges” means the Fees, Expenses and any other sums payable by the Client under the Agreement, exclusive of VAT unless otherwise stated.
“Client Materials” means documents, data, records, templates, branding, correspondence, credentials, hardware (if any is loaned), and other materials supplied by or on behalf of the Client for use in the Services, including materials held in Client Systems to which VIAVO is granted access.
“Client Personal Data” means personal data in respect of which the Client is the controller (or a processor for a third-party controller) and which VIAVO processes as a processor in the course of the Services.
“Client Systems” means information systems, accounts, shared drives, accounting packages, email tenants, calendars, ticketing tools, telephony, printer networks, facilities booking tools and similar platforms owned, licensed or controlled by the Client to which VIAVO is granted access for the Services.
“Commencement Date” means the date specified in the Statement of Work or, if none is specified, the date on which VIAVO first performs billable Services after the Client’s written instruction to proceed.
“Confidential Information” means all information, in any form, disclosed by or on behalf of a party (the “Disclosing Party”) to the other (the “Receiving Party”) that is marked confidential or that a reasonable business person would understand to be confidential, including business plans, pricing, Client Materials, process maps unique to the Client, and the existence and terms of the Agreement, but excluding information that is in the public domain other than by breach, that the Receiving Party already lawfully possessed without duty of confidence, that is independently developed without use of the Disclosing Party’s information, or that is disclosed under a legal duty.
“Controller”, “processor”, “data subject”, “personal data”, “personal data breach”, “processing” and “supervisory authority” have the meanings in the UK GDPR.
“Data Protection Legislation” means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 so far as relevant to the Services, and any other United Kingdom statute regulating personal data that applies to a party in connection with the Agreement.
“Deliverable” means a document, file, pack, report, index, process map, calendar output, invoice batch, filing set or other work product expressly identified in the Statement of Work as something VIAVO is to produce, as distinct from ongoing effort Services.
“Expenses” means reasonable out-of-pocket costs incurred by VIAVO in performing the Services, including agreed travel from Deeside, postage, courier, certified copies, Companies House or similar filing fees paid on the Client’s behalf, and licensed software seats purchased solely for the Client, in each case in accordance with clause 13.
“Fees” means the professional fees for the Services as set out in the Statement of Work, as varied by Change Control Notes or by the indexation and rate-review mechanisms in clause 13.
“Force Majeure Event” has the meaning in clause 25.
“Foreground IPR” means Intellectual Property Rights in Deliverables created by VIAVO specifically for the Client in the course of the Services, excluding Background IPR and excluding third-party materials.
“Good Industry Practice” means the skill, care, prudence and timeliness reasonably expected from a competent United Kingdom provider of office administrative and back-office support services of similar scale, having regard to VIAVO’s role as an administrative provider and not as a statutory auditor, solicitor or tax adviser.
“Initial Term” means the period specified in the Statement of Work beginning on the Commencement Date, or if none is specified, twelve months.
“Insolvency Event” means, in relation to a party, inability to pay debts within section 123 of the Insolvency Act 1986, a petition, notice, resolution or order for winding up or administration (other than a solvent reconstruction), appointment of a receiver or administrator, a company voluntary arrangement or moratorium, ceasing or threatening to cease business, or any analogous event.
“Intellectual Property Rights” means patents, copyright, moral rights, trade marks, domain names, design rights, database rights, rights in software, know-how, trade secrets and all similar rights, registered or unregistered, including applications, anywhere in the world.
“Location” means the place or places at which Services are to be performed, which may include VIAVO’s premises at 24 St. Davids Drive, Connah's Quay, Deeside, remote working in the United Kingdom, and any Client site identified in the Statement of Work.
“Losses” means losses, damages, liabilities, costs, claims, demands and reasonable professional expenses (including legal costs assessed on a standard basis).
“Personnel” means directors, officers, employees, workers, contractors and temporary staff of VIAVO who are assigned to perform the Services, and, where the context requires, equivalent persons of a permitted Subcontractor.
“Records” means documents and data, whether paper or electronic, that the Client asks VIAVO to receive, classify, index, store, retrieve, scan, redact under instruction, circulate, archive or prepare for destruction.
“Renewal Term” means each successive period of twelve months, or such other period as the Statement of Work specifies, following the Initial Term, unless notice of non-renewal is given in accordance with clause 27.
“Services” means the administrative and support services described in clause 3 and in the Statement of Work, as varied by Change Control Notes.
“Statement of Work” or “SOW” means the written document, letter of engagement, proposal countersigned by the Client, or order form that identifies the Client, describes the Services, Fees, service levels and any special terms, and incorporates these Terms.
“Subcontractor” means a third party engaged by VIAVO to perform any part of the Services, excluding providers of commodity utilities, ordinary office software, banking, postage and similar facilities that are not client-specific.
“Term” means the Initial Term together with any Renewal Term, until the Agreement ends in accordance with clause 27.
“TUPE” means the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended.
“UK GDPR” means the General Data Protection Regulation as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018, as amended.
“VAT” means value added tax chargeable under the Value Added Tax Act 1994 and any similar tax.
“Virtual Office Services” means the executive and office administration functions described in clause 4, including telephone answering as an administrative message-taking service, diary management, correspondence handling and nominated business-address administration, and does not include the grant of a lease or exclusive occupation unless the SOW expressly so provides.
“Working Hours” means 09:00 to 17:00 on Business Days, United Kingdom time, unless the Statement of Work specifies different hours.
1.4 In these Terms: (a) clause headings are for convenience only and do not affect interpretation; (b) a person includes a natural person, corporate or unincorporated body; (c) a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time, and includes subordinate legislation; (d) “including” is deemed to be followed by “without limitation”; (e) words in the singular include the plural and vice versa; (f) a reference to writing includes email to the addresses specified for notices, but does not include instant messaging, social media or website contact forms unless the parties agree otherwise in a Change Control Note; (g) if there is conflict between figures expressed in words and in numerals, the words prevail; and (h) the English language version of the Agreement prevails over any translation.
1.5 Nothing in the Agreement constitutes VIAVO as the Client’s agent with power to bind the Client to third parties, except to the limited extent an Authorised Person gives a specific written instruction to send a named communication or to place a named low-value administrative order within a limit stated in the SOW. These Terms apply to the exclusion of any terms that the Client seeks to impose, including purchase-order small print, save for terms implied by law that cannot be excluded. Commencement of Services is not acceptance of the Client’s terms. Time is not of the essence unless a particular date is stated in the SOW to be of the essence.
2. Structure of the Agreement, statements of work and order of precedence
2.1 The Agreement is a framework for one or more Statements of Work. Each SOW is a separate statement of the Services to be performed under these Terms, but does not create a separate governing-law regime. If the parties sign more than one SOW, they may run concurrently. Default under one SOW is default under the Agreement as a whole unless VIAVO agrees in writing to confine a remedy to that SOW.
2.2 A Statement of Work shall, so far as practicable, specify: (a) the Client’s legal name, registered number if any, and billing address; (b) the Authorised Persons and their contact details; (c) a description of the Services and any expressly excluded activities; (d) Locations and whether work is remote, at Deeside, or on the Client’s site; (e) the Commencement Date, Initial Term and any trial or mobilisation period; (f) Fees, charging units (hourly, daily, monthly retainer, or per pack), Expenses rules and invoicing frequency; (g) Working Hours and any out-of-hours arrangement; (h) service levels or turnaround targets that are intended to be contractual rather than aspirational; (i) Client Systems and the access method; (j) categories of Records and Client Personal Data; (k) any Subcontractor known at the outset; (l) insurance levels if different from clause 24; (m) any special retention or handover requirements; and (n) any documents attached as schedules.
2.3 If a matter is not specified in the SOW, the default positions in these Terms apply. Silence in an SOW is not an agreement to unlimited volume, twenty-four-hour cover, unlimited revisions, or statutory-audit work.
2.4 In the event of conflict, the following order of precedence applies, the first-listed prevailing over the later: (a) a Change Control Note, but only as to the Change it records; (b) the Statement of Work, including its schedules, but not including the Client’s pre-printed terms; (c) any data processing schedule; (d) these Terms; (e) documents merely referred to for information, such as a pitch deck or website page. A Client purchase order is an administrative document for the Client’s internal payment process only and its terms do not prevail.
2.5 A quotation, estimate or proposal by VIAVO is not an offer capable of acceptance unless it is stated to be an offer open for a specified period. Ordinary proposals expire after thirty days unless otherwise stated. The version of these Terms current on the Commencement Date applies to that SOW, subject to clause 39 as to later variations. Work performed at the Client’s request outside an SOW, including urgent administrative tasks requested by telephone to +44 7911 123456 or by email to executive@viavo.design, is deemed performed under these Terms at VIAVO’s then-current rates unless the parties agree otherwise in writing within five Business Days.
2.6 Framework volumes stated as estimates are planning figures. If actual volume exceeds the estimate by more than fifteen per cent in any calendar month, VIAVO may treat the excess as a Change and may invoice additional Fees at the rates then in force after notice to an Authorised Person. The Client may then reduce volume or agree a revised retainer.
3. Scope of administrative and support services
3.1 VIAVO provides office administrative services and administrative and support services as a professional back-office provider. The Services exist to assist the Client’s own management of correspondence, diaries, records, office routines, billing packs, supplier coordination and similar operational tasks. The Services do not transfer to VIAVO the Client’s legal, tax, employment, health-and-safety or fiduciary responsibilities, except to the extent a particular task is described in the SOW and can lawfully be performed by an unregulated administrative contractor.
3.2 Unless the SOW expressly includes them, the following are out of scope: (a) statutory audit or independent examination of accounts; (b) acting as a solicitor, barrister, licensed conveyancer, or immigration adviser; (c) reserved legal activities under the Legal Services Act 2007; (d) acting as a company director, company secretary (unless a named administrative company-secretarial support task is listed, which does not of itself appoint VIAVO as statutory secretary), or person with significant control; (e) payroll bureau operation as the Client’s employer of record; (f) regulated consumer-credit, insurance distribution or investment activity; (g) architectural, engineering or construction-management services; (h) facilities maintenance trades such as electrical, gas or water work, which if coordinated are coordinated only administratively with the Client’s own contractors; (i) cleaning, catering or waste-carrier operations as principal; and (j) any activity that would require VIAVO to hold a licence it does not hold.
3.3 Within scope, subject to the SOW, VIAVO may: (a) receive, sort, scan, name, file and retrieve business correspondence and Records; (b) draft routine business letters, emails, minutes of internal meetings (from notes supplied or from attendance as an administrative note-taker, not as a legal secretary to a board with fiduciary duties), agendas, packs and checklists; (c) maintain diaries, book meeting rooms and coordinate diaries of Client personnel who have authorised that coordination; (d) prepare purchase-order logs, invoice packs, expense packs and bookkeeping folders for the Client or the Client’s accountant; (e) maintain supplier contact lists and chase routine administrative information; (f) support onboarding checklists for the Client’s own staff as a paperwork exercise, without becoming the employer; (g) operate a virtual office message-taking and correspondence service; (h) map and document workflows; (i) coordinate facilities contractors by telephone and email; and (j) perform other administrative tasks of a similar nature that an Authorised Person instructs in writing and that VIAVO accepts.
4. Virtual office and executive administrative support
4.1 Where the SOW includes Virtual Office Services, VIAVO shall provide executive administrative support as an overflow or retained desk for the Client. Typical tasks include diary management, travel-itinerary collation (booking only where the Client’s own travel accounts and policies are used, and only on written instruction), preparation of meeting packs from papers supplied, minute-taking of an administrative character, message-taking, and coordination of the Client’s correspondence.
4.2 Telephone answering, if included, is a message-taking and routing service. VIAVO will take a caller’s name, organisation, number and a short message, and will pass that message to the nominated Client contact within the turnaround in the SOW, or if none is stated, by the end of the next Working Hour period on a Business Day. VIAVO is not a call-centre emergency service, not a healthcare helpline, and not a complaints-handling function for regulated consumer contracts unless the SOW builds a defined script and escalation path. VIAVO may refuse to continue a call that is abusive to Personnel.
4.3 Use of VIAVO’s postal address at 24 St. Davids Drive, Connah's Quay, Deeside, CH5 4SR United Kingdom as a correspondence address is permitted only if the SOW expressly so provides. Unless the SOW states otherwise: (a) the arrangement is a mail-handling service, not a lease or a right of occupation; (b) the Client shall not represent the address as its registered office unless a separate registered-office arrangement is documented and Companies House requirements are met by the Client; (c) VIAVO will photograph or scan exteriors of envelopes marked as expected, or will forward post at the Client’s Expense, as the SOW specifies; (d) VIAVO may refuse items that appear to be dangerous, illegal, perishable, or of high bulk beyond the agreed volume; (e) recorded-delivery items requiring a signature may be signed for as agent for the limited purpose of receipt, which does not constitute acceptance of contractual terms inside the envelope; and (f) the Client remains responsible for statutory service of documents at its registered office and for telling counterparties where to serve notices.
5. Workflow optimisation and business process management
5.1 Where the SOW includes workflow optimisation or business process management, VIAVO shall examine the Client’s described administrative processes, document current-state steps, identify duplication, delays, re-keying and unclear ownership, and propose a future-state process that the Client may accept, reject or modify. The output is typically a process map, a RACI-style responsibility chart of an administrative character, a checklist, and a recommended filing or ticketing structure.
5.2 VIAVO’s workflow work is advisory and documentary. Implementation in the Client’s organisation, including telling the Client’s staff that a process has changed, amending employment duties, and configuring Client Systems beyond ordinary administrative settings that Personnel are authorised to change, remains the Client’s responsibility unless the SOW includes a defined implementation workstream.
6. Records management and document processing
6.1 Records management Services may include receiving Records, creating an inventory, classifying by type and date, scanning to an agreed resolution, applying naming conventions, storing electronic copies in a designated repository, retrieving on request, preparing boxes for off-site storage with the Client’s storage contractor, and preparing Records for destruction on written instruction.
6.2 The Client remains the owner of Records (subject to third-party rights in materials the Client did not own) and the controller of personal data in Records. VIAVO acts as custodian and processor, not as a records authority and not as the Client’s data protection officer unless separately appointed in a written instrument that VIAVO is willing to consider (ordinary SOWs do not appoint a DPO).
6.3 The Client shall not send original deeds, share certificates, wills, unique artwork, negotiable instruments, or items of special value to VIAVO unless the SOW expressly accepts custody of named items and the Client has insured them. VIAVO’s ordinary insurance is not fine-art or valuables cover. VIAVO may refuse custody of such items and return them at the Client’s Expense.
6.4 Destruction of Records will occur only on written instruction of an Authorised Person identifying the Records with reasonable specificity, or pursuant to a retention schedule the Client has approved in writing. VIAVO shall not destroy Records merely because a retention period in the Client’s policy has elapsed, unless the SOW incorporates that policy and the Client confirms an annual destruction run. VIAVO will not destroy Records that it has been told are subject to a legal hold, audit or litigation.
7. Facilities and office operations support
7.1 Facilities and office operations support means administrative coordination of the Client’s workplace routines: contractor diaries, visitor lists supplied by the Client, room bookings, stationery ordering within an agreed budget, logging of maintenance requests to the Client’s landlords or trades, and similar desk-based estate administration. VIAVO does not itself perform construction, gas work, electrical installation, water treatment, or cleaning as principal.
7.2 VIAVO may telephone and email the Client’s existing contractors to request attendance windows and to pass on the Client’s description of a fault. VIAVO does not supervise quality of trade work, does not sign off CDM principal-contractor duties, and does not assume occupation of the Client’s premises. Health-and-safety duties under the Health and Safety at Work etc. Act 1974 remain with the Client as employer and occupier, save that VIAVO remains responsible for its own Personnel as their employer or engager.
7.3 If Personnel attend a Client site, the Client shall provide a safe working environment, a suitable desk or equivalent, induction to fire and first-aid arrangements, and welfare facilities. The Client shall notify VIAVO of any known risks relevant to office work, including asbestos management information so far as it affects office areas Personnel will use. Personnel may leave a site they reasonably consider unsafe. Time lost is chargeable if the unsafety is not caused by VIAVO.
8. Corporate back-office outsourcing
8.1 Corporate back-office outsourcing is the combination of administrative functions that the Client elects to place with VIAVO rather than resource internally, which may include elements of clauses 3 to 7 and 9. It is a services engagement, not a transfer of the Client’s undertaking unless TUPE applies as a matter of law as described in clause 29.
8.2 The Client remains the public face of its business. Third parties may not assume that VIAVO can bind the Client. Outsourced administration is performed under the Client’s policies so far as those policies have been given to VIAVO in writing and are not inconsistent with these Terms. If a Client policy would require VIAVO to breach the law or these Terms, these Terms and the law prevail, and VIAVO will seek a Change.
9. Billing, bookkeeping and administrative coordination
9.1 Where the SOW includes billing, bookkeeping support or administrative coordination of finance packs, VIAVO shall collate, check for completeness against a written checklist, format, code to a chart of accounts the Client or its accountant supplies, and pass materials to the Client or to a named professional adviser. Typical tasks include preparing sales-invoice batches from data the Client approves, matching purchase invoices to purchase orders or goods-received notes where those documents exist, assembling expense claims, maintaining a simple cashbook or spreadsheet if the SOW so provides, and chasing missing paperwork from the Client’s staff or suppliers as an administrative chaser, not as a debt-collection agency.
9.2 VIAVO is not engaged as a statutory auditor, independent examiner, or chartered accountant merely by performing these tasks. The Client remains solely responsible for the accuracy of its books of account, for corporation tax, PAYE, National Insurance, VAT returns and Making Tax Digital filings, for Companies House accounts, and for any confirmation statement. VIAVO will not submit a return to HMRC or Companies House in the Client’s name unless the SOW expressly includes a filing-support task and an Authorised Person has approved the final return in writing. Even then, the Client remains the taxpayer and the filing entity.
9.3 Bank payments: VIAVO shall not hold Client money in VIAVO’s own bank account. If the SOW requires preparation of payment runs, VIAVO will assemble a schedule from Client Systems. Release of funds must be authorised by the Client on the Client’s own banking platform. VIAVO will not accept dual-authority banking tokens that would allow Personnel to complete a payment without a Client approver, unless a specific treasury protocol is agreed in a Change Control Note and is limited to de minimis amounts. VIAVO is not a payment service provider.
10. Client obligations and instructions
10.1 The Client shall at all times: (a) cooperate reasonably with VIAVO; (b) provide timely, complete and accurate instructions, Client Materials and access to Client Systems; (c) ensure Authorised Persons are available during Working Hours to answer queries that block progress; (d) obtain all consents, licences and notices required for VIAVO to perform, including informing the Client’s staff and customers where an outsourcing provider will see their data; (e) maintain its own licences for Client Systems; (f) check Deliverables that will be relied on by third parties before they are issued, unless the SOW assigns a defined checking role to VIAVO; (g) pay Charges when due; (h) not require Personnel to work in a manner that is unlawful or unsafe; and (i) keep VIAVO informed of deadlines, legal holds, regulatory visits and other events that affect Records or priorities.
10.2 Instructions shall be given by an Authorised Person in writing, save that routine tasking within an agreed channel (a shared inbox or ticketing tool named in the SOW) may be given by persons the Authorised Person has permitted in that channel. Oral instructions on a recorded or noted call may be acted upon if confirmed by VIAVO by email; if the Client does not correct the confirmation within one Business Day, the confirmation is deemed accurate.
11. Authorised persons
11.1 The Client shall keep a current list of Authorised Persons, with email addresses and telephone numbers, in the SOW or in a subsequent written notice. There shall be at least one Authorised Person at all times. If the last Authorised Person leaves the Client’s organisation, the Client shall nominate a replacement within five Business Days. Until it does, VIAVO may rely on the most senior person who has previously given instructions, or may suspend Services under clause 26.
11.3 Financial instructions, including approval of payment runs, approval of VIAVO’s own invoices if a special process is agreed, and instructions to destroy Records, require an Authorised Person. The Client may designate a lower-tier “tasker” who may raise routine tickets but may not expand scope, approve Changes, or terminate the Agreement.
12. Service levels and hours of business
12.1 Unless the SOW states otherwise, Services are performed during Working Hours, 09:00 to 17:00 United Kingdom time on Business Days. Messages received after 17:00 or on a day that is not a Business Day are treated as received at 09:00 on the next Business Day.
12.3 Where a contractual turnaround is stated in Business Days, the clock starts when VIAVO has received the complete pack and any clarification reasonably requested within one Business Day of receipt. Incomplete packs reset the clock.
13. Fees, expenses, invoices, VAT and late payment
13.1 The Client shall pay the Fees set out in the SOW. Retainers are payable in advance unless the SOW states otherwise. Time-and-materials work is payable monthly in arrears, based on time recorded in not less than six-minute units or such other unit as the SOW states. Daily rates assume Working Hours; additional hours in the same day may be charged pro rata or at an overtime rate if specified.
13.2 VIAVO may increase Fees: (a) on each anniversary of the Commencement Date by a percentage equal to the increase in the Consumer Prices Index including owner occupiers’ housing costs (CPIH) published by the Office for National Statistics over the preceding twelve months, or three per cent, whichever is higher; (b) at any time on thirty days’ notice if the scope or volume has increased otherwise than through a signed Change but has been requested in practice; (c) if a Change Control Note so provides; or (d) if a tax or regulatory cost specific to the Services is imposed. If the Client objects to an anniversary increase other than CPIH or three per cent, it may give notice to terminate under clause 27 at the end of the notice period, provided it pays Fees at the old rate until termination and does not continue to take Services thereafter.
13.3 Expenses will be recharged at cost, plus VAT if applicable, where they have been approved in the SOW or subsequently in writing, or where they are under a de minimis threshold of fifty pounds sterling per item and are reasonably necessary. Travel from Deeside will be by standard class rail or by car at HMRC’s prevailing advisory mileage rate unless the Client authorises otherwise. Overnight stays require prior approval. VIAVO shall provide receipts on request for items over twenty-five pounds.
13.4 Disbursements paid to third parties on the Client’s behalf, such as Companies House fees, courier charges, or a software seat purchased solely for the Client, are payable in advance if VIAVO so requests, or on invoice. VIAVO is not obliged to fund the Client’s disbursements from its own cash.
13.5 Invoices will be issued to the billing address in the SOW, by email to the Authorised Person or accounts payable contact. Each invoice will state the Services, the period, and VAT. The Client shall raise genuine disputes in writing within ten Business Days of invoice date, specifying the lines disputed and paying the undisputed amount when due. Silence is deemed acceptance of the invoice as a debt, without prejudice to later bona fide error correction.
13.6 Unless the SOW states otherwise, invoices are payable within fourteen days of the invoice date, in pounds sterling, by bank transfer to the account on the invoice, without set-off, counterclaim or deduction except as required by law. If the Client requires a purchase-order number on invoices, it shall issue purchase orders in good time. Absence of a purchase-order number is not a ground to withhold payment for Services duly performed.
13.7 VAT will be added at the prevailing rate where chargeable. The Client shall provide its VAT number if it wishes it to appear. VIAVO will charge UK VAT where it reasonably believes UK VAT applies to administrative services supplied from the United Kingdom to a UK Client.
13.8 If a sum is not paid when due, VIAVO may charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 at the statutory rate, together with the fixed compensation provided by that Act and any reasonable costs of recovering the debt. Interest runs both before and after judgment. VIAVO may also suspend Services under clause 26 and apply payments to the oldest debt first.
14. Change control
14.1 Either party may propose a Change. VIAVO is not obliged to perform a Change until a Change Control Note is signed by both parties, except as clauses 2.5 and 2.6 provide for urgent tasks and volume variation.
14.2 A Change Control Note shall describe the Change, any additional or reduced Fees, any effect on timetable and service levels, any new Client Systems or data categories, and any impact on TUPE, insurance or subcontracting. VIAVO shall prepare the note within a reasonable time of a written request, and may charge for substantial scoping effort if the Client then elects not to proceed.
14.4 Changes required by a change in law applicable to VIAVO’s performance will be implemented as a Change. If the change in law makes a Service illegal or impracticable at the current Fees, either party may terminate that Service line on notice without being in breach, subject to payment for work done and to handover under clause 28.
15. Subcontracting
15.1 VIAVO may subcontract administrative tasks to carefully selected Subcontractors, provided VIAVO remains responsible to the Client for the Subcontractor’s performance as for its own, subject to the caps and exclusions in clause 22. Commodity providers of email, hosting, accounting software, couriers and similar utilities are not Subcontractors for the purpose of prior-approval rights.
15.2 Where Client Personal Data will be processed by a Subcontractor as a further processor, clause 18 applies and the Client’s authorisation model in the data processing schedule, or if none, a general written authorisation with a right to object on reasonable grounds, applies.
15.4 VIAVO shall impose confidentiality and data-protection obligations on Subcontractors no less protective in substance than those in these Terms, so far as applicable to the subcontracted task.
16. Personnel
16.1 VIAVO shall assign Personnel who are, in its reasonable judgement, competent for the administrative tasks in the SOW. VIAVO may replace individuals on reasonable notice, and immediately if an individual is ill, leaves, or is unsuitable. VIAVO shall use reasonable endeavours to provide an orderly handover between Personnel.
16.2 Personnel are not dedicated to the Client unless the SOW purchases named-person exclusivity. A retainer buys capacity, not a named individual’s entire diary, unless so specified. Multi-client working is the default, with logical separation of files and a duty of confidentiality as to each client.
16.3 The Client shall not direct Personnel as if they were the Client’s employees, save for lawful instructions as to the content of administrative output and site rules when on a Client site. Appraisals, discipline, holiday approval and pay of Personnel remain VIAVO’s.
16.4 Personnel will treat the Client’s staff courteously. The Client shall ensure its staff treat Personnel courteously and in accordance with the Equality Act 2010. VIAVO may remove Personnel from a Client site and suspend on-site Services if they are harassed, and that is not a VIAVO breach. Holiday and short sickness of a named person is not a breach if VIAVO arranges cover or catch-up within a reasonable time.
17. Confidentiality
17.1 Each Receiving Party shall keep the Disclosing Party’s Confidential Information secret, shall use it only to perform the Agreement or to exercise rights under it, and shall disclose it only to Personnel, professional advisers and permitted Subcontractors who need to know and who are bound by confidentiality. The Receiving Party shall protect Confidential Information with at least the same degree of care it uses for its own comparable information, and in any event with reasonable care.
17.2 Obligations in this clause continue for five years after the end of the Term, and indefinitely as to trade secrets so long as they remain trade secrets, and as to personal data for so long as Data Protection Legislation requires.
17.3 A Receiving Party may disclose Confidential Information to the extent required by law, a court of competent jurisdiction, or a regulator, provided that, to the extent legally permitted, it gives the Disclosing Party prior notice and reasonable cooperation in seeking a protective order. VIAVO may disclose to its insurers and insurance brokers on a confidential basis.
18. Data protection
18.1 Each party shall comply with Data Protection Legislation insofar as it applies to that party. This clause is intended to meet Article 28 of the UK GDPR where VIAVO acts as a processor. It does not replace the Client’s duty to provide fair processing information to data subjects. The Privacy Policy on viavo.design describes VIAVO’s controller activities and does not convert VIAVO into a controller of Client Personal Data.
18.2 The Client is the controller of Client Personal Data. VIAVO is the processor. The subject matter is administrative and support processing of records, correspondence, diaries, facilities logs, billing packs and similar operational data. The duration is the Term plus the handover and retention periods in clauses 28 and 47. The nature and purpose are the performance of the Services. The types of personal data and categories of data subjects shall be described in the SOW or a processing schedule; in default they are those reasonably necessary for the described Services, typically identity and contact data of the Client’s staff, customers, suppliers and visitors, and financial administrative data of those persons so far as it appears in packs. Special category data are not in scope unless expressly listed.
18.3 VIAVO shall: (a) process Client Personal Data only on documented instructions from the Client, including with regard to transfers, unless United Kingdom law requires processing, in which case VIAVO shall inform the Client before processing where the law allows; (b) ensure that persons authorised to process Client Personal Data are under confidentiality duties; (c) take measures required by Article 32 UK GDPR appropriate to the risk, having regard to VIAVO’s size and the nature of administrative processing; (d) respect the conditions in Articles 28(2) and 28(4) UK GDPR for further processors, including imposing equivalent data-protection obligations; (e) taking into account the nature of the processing, assist the Client by appropriate technical and organisational measures, insofar as possible, to respond to data-subject requests; (f) assist the Client in ensuring compliance with Articles 32 to 36 UK GDPR, taking into account the nature of processing and information available to VIAVO; (g) at the Client’s choice, delete or return Client Personal Data at the end of the provision of processing services, and delete existing copies unless United Kingdom law requires storage; and (h) make available to the Client information necessary to demonstrate compliance with Article 28 and allow for and contribute to audits on reasonable notice not more than once in any twelve months, without accessing other clients’ data.
18.4 The Client shall ensure that instructions are lawful, that there is a lawful basis and, where relevant, an Article 9 condition and a DPA 2018 Schedule 1 condition, and that data subjects have been informed. The Client shall not instruct VIAVO to process in a manner that is obviously unlawful. VIAVO may refuse such an instruction without breach.
18.5 International transfers of Client Personal Data by VIAVO will not occur except: (a) to a country covered by UK adequacy regulations; (b) under a UK International Data Transfer Agreement or UK Addendum to EU standard contractual clauses and a transfer risk assessment; or (c) as the Client instructs, including where the Client requires use of a Client System hosted outside the United Kingdom. If the Client instructs use of such a Client System, the Client is responsible for the transfer arrangement as between the Client and the system provider. VIAVO’s personnel ordinarily work in the United Kingdom.
18.6 VIAVO shall notify the Client without undue delay after becoming aware of a personal data breach affecting Client Personal Data, with such information as VIAVO can reasonably provide to help the Client meet Article 33 duties. VIAVO shall not notify the Information Commissioner’s Office as if it were the controller, unless legally required. The Client remains responsible for assessing risk to data subjects and for notifying the Commissioner and data subjects where required. VIAVO shall not use Client Personal Data to market VIAVO’s services to the Client’s customers or staff, shall not combine one client’s personal data with another’s for profiling, and shall not sell Client Personal Data.
19. Intellectual property
19.1 Each party retains its Background IPR. The Client retains all rights in Client Materials. VIAVO retains all rights in its methodologies, templates, generic process libraries, software tools, house style and know-how, including improvements to them that do not embed the Client’s Confidential Information.
19.2 Upon payment of Fees due for the relevant Deliverable, VIAVO assigns to the Client the Foreground IPR in that Deliverable, excluding Background IPR and third-party materials. To the extent Background IPR is embedded in a Deliverable, VIAVO grants the Client a non-exclusive, perpetual, royalty-free licence to use that Background IPR solely as part of the Deliverable for the Client’s internal business purposes. The Client shall not extract VIAVO’s templates for resale as an administration product competing with VIAVO.
19.3 The Client grants VIAVO a non-exclusive licence during the Term to use Client Materials and the Client’s name and logo solely to perform the Services. VIAVO shall not use the Client’s marks in marketing except as clause 33 permits.
19.4 The Client warrants that Client Materials and instructions will not infringe third-party Intellectual Property Rights. VIAVO warrants that Foreground IPR, excluding Client Materials and third-party materials the Client requires VIAVO to use, will not knowingly infringe UK Intellectual Property Rights. VIAVO’s obligation for a proven infringement of that warranty is to modify or replace the Deliverable or to refund Fees paid for that Deliverable, which is the Client’s exclusive remedy for IP infringement by VIAVO, subject to clause 22.1 (liabilities that cannot be limited).
20. Non-solicitation
20.1 During the Term and for twelve months after it ends, the Client shall not, without VIAVO’s prior written consent, solicit, employ or engage, or attempt to do so, any member of Personnel who has performed Services for the Client in the preceding twelve months, whether as employee, worker or contractor. This restriction does not apply to a response to a bona fide public advertisement that is not targeted at that individual.
20.2 If the Client breaches clause 20.1, it shall pay VIAVO a sum equal to thirty per cent of the individual’s annualised remuneration (or, if higher, thirty per cent of the Fees billed in respect of that individual’s work for the Client in the preceding twelve months). The parties agree that this sum is a genuine pre-estimate of recruitment, training and lost-margin loss, or alternatively a reasonable liquidated amount, and not a penalty. VIAVO may seek an injunction in addition if damage would be inadequate.
21. Warranties
21.1 Each party warrants that it has power and authority to enter into the Agreement and that entering into it does not breach any other agreement binding on it in a way that would prevent performance.
21.2 VIAVO warrants that: (a) the Services will be performed with reasonable care and skill and in accordance with Good Industry Practice; (b) Personnel assigned will be reasonably competent for the administrative tasks described; and (c) it will comply with United Kingdom law applicable to it as a provider of administrative services.
21.3 VIAVO does not warrant that Services will be uninterrupted, that administrative judgement will match a later preference of the Client, that a third party will accept a pack, that a deadline the Client has missed internally can be recovered, or that software the Client specifies will be suitable. All other warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by the Unfair Contract Terms Act 1977 and other applicable law, except the implied term of reasonable care and skill so far as it cannot be excluded, and except any implied term as to title.
21.4 The Client warrants that: (a) information it supplies is accurate in all material respects; (b) it has all rights and consents needed to provide Client Materials and access to Client Systems; (c) it is not entering the Agreement in reliance on any representation other than those set out in the Agreement, save that nothing excludes liability for fraud; and (d) it is a business acting in the course of business, unless it has told VIAVO in writing that it is a consumer.
22. Liability and caps
22.1 Nothing in the Agreement limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot be limited under the law of England and Wales, including under the Unfair Contract Terms Act 1977 to the extent it applies.
22.2 Subject to clause 22.1, VIAVO’s total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, shall not exceed the greater of: (a) one hundred per cent of the Fees paid or payable by the Client under the relevant SOW in the twelve months immediately preceding the date of the event giving rise to the claim (or, if the event occurs before twelve months of Fees have accrued, the Fees paid or payable in that shorter period, annualised); and (b) five thousand pounds sterling (GBP 5,000). If more than one SOW is in force, the cap is calculated per SOW unless the same act or omission gives rise to claims under several SOWs, in which case the highest of those SOW caps applies once, not cumulatively, unless the SOWs expressly state independent caps for independent workstreams.
22.3 Subject to clause 22.1, VIAVO shall not be liable for: (a) loss of profits, revenue, anticipated savings, business, contracts, or goodwill; (b) loss or corruption of data or Records, except to the extent caused by VIAVO’s failure to take reasonable care of copies actually in its possession, and even then only for the reasonable cost of reconstituting those copies from the Client’s other sources where available, not for consequential business interruption; (c) loss arising from the Client’s failure to back up Client Systems or to review Deliverables before sending them to a third party; (d) loss arising from Client Systems, third-party software, landlords, couriers, HMRC, Companies House, or the Client’s other professional advisers; (e) indirect or consequential loss; or (f) loss arising from the Client’s unlawful instructions or from special category or children’s data that the Client placed in ordinary administrative channels without flagging them in the SOW.
22.4 The parties agree that the Fees reflect the allocation of risk in this clause 22. Unlimited professional-indemnity cover for unlimited administrative volume would require different pricing. The Client may request a higher cap as a Change, subject to insurance availability and an additional Fee.
22.5 VIAVO shall have no liability for a claim unless the Client gives written notice of the claim, with reasonable detail, within twelve months of the date the Client became, or ought reasonably to have become, aware of the facts, and in any event within eighteen months of the act or omission alleged. The Client shall take reasonable steps to mitigate loss. The Client’s liability to pay Charges is not limited by this clause 22.
23. Indemnities
23.1 The Client shall indemnify and keep indemnified VIAVO and its directors, officers and Personnel against Losses arising out of or in connection with: (a) Client Materials, including third-party claims that those materials infringe Intellectual Property Rights or confidentiality, or are defamatory or unlawful; (b) the Client’s instructions, including instructions to send correspondence or to file documents in the Client’s name; (c) the Client’s breach of Data Protection Legislation as controller, or of clause 18; (d) injury to Personnel on a Client site caused by the Client’s breach of health-and-safety duties, except to the extent caused by the injured person’s own negligence; (e) tax, employment or regulatory claims by a third party asserting that VIAVO is the Client’s employer, agent or shadow director by reason of the Client’s conduct; and (f) the Client’s breach of sanctions, anti-bribery or modern-slavery obligations in clauses 30 and 31.
23.2 VIAVO shall indemnify the Client against third-party claims that Foreground IPR created by VIAVO (excluding Client Materials and third-party materials) infringes UK copyright, subject to the exclusive remedy and cap in clauses 19.4 and 22, and subject to the Client: (a) giving prompt notice; (b) not admitting liability; (c) allowing VIAVO to conduct the defence; and (d) providing reasonable cooperation at VIAVO’s expense for that defence.
24. Insurance
24.1 During the Term and for twelve months afterwards, VIAVO shall maintain, with a reputable insurer authorised to write UK business: (a) public liability insurance of not less than two million pounds sterling; and (b) professional indemnity insurance of not less than two hundred and fifty thousand pounds sterling, or such other amounts as the SOW states. Evidence of cover will be provided on reasonable request. Insurers’ terms, excesses and exclusions apply. Insurance does not increase the liability cap except as clause 22.1 requires.
24.2 The Client shall maintain such insurance as a prudent business in its sector would maintain, including employer’s liability where it has employees, and shall insure original Records of special value that it insists on lodging with VIAVO contrary to clause 6.3.
25. Force majeure
25.1 A “Force Majeure Event” is an event beyond a party’s reasonable control, including fire, flood, storm, epidemic, pandemic, strike (excluding a strike of that party’s own Personnel only, unless part of a national dispute), failure of utility supply, failure of a national telecommunications or payment network, act of government, change of law that forbids performance, war, terrorism, riot, and unavailability of a Client System that is not caused by VIAVO. Shortage of labour caused by VIAVO’s own poor planning is not force majeure. Illness of a single named person is not force majeure if VIAVO has a duty to provide fungible cover, but widespread disease affecting a substantial part of Personnel may be.
25.2 The affected party shall give notice as soon as reasonably practicable, shall use reasonable endeavours to mitigate, and shall not be in breach for delay or non-performance caused by the Force Majeure Event to the extent so caused. Payment of Charges already incurred remains due. If a retainer cannot be performed at all for more than thirty consecutive days, either party may terminate the affected Service line on written notice, with a pro-rata refund of unused prepaid Fees for the period after termination, less Expenses already committed.
26. Suspension
26.1 VIAVO may suspend all or part of the Services, without liability for the period of suspension, if: (a) any Charges are overdue and remain unpaid seven days after a written reminder; (b) the Client is in material breach and has not cured within the period in clause 27 where a cure period applies; (c) VIAVO reasonably believes that continuing would breach law, sanctions, or Data Protection Legislation; (d) there is no Authorised Person; (e) Client Systems access has been withdrawn or is unsafe to use; (f) Personnel are at material health-and-safety risk on a Client site; or (g) an Insolvency Event occurs in relation to the Client.
26.2 Suspension does not waive VIAVO’s right to terminate, to charge interest, or to recover unpaid Charges. Time lost is not added to the Term unless the parties agree. Retainers continue to accrue during a suspension caused by Client default. During a suspension caused solely by clause 26.1(c) where the Client is not at fault, retainers shall be paused after five Business Days of suspension.
27. Term and termination
27.1 The Agreement begins on the Commencement Date and continues for the Initial Term and any Renewal Term until terminated in accordance with this clause. If the SOW is for a defined project rather than a retainer, it ends when the project Deliverables are complete and paid, without automatic renewal, unless the parties agree a follow-on SOW.
27.2 Either party may terminate the Agreement or an SOW for convenience by giving not less than thirty days’ written notice, to expire on or after the end of the Initial Term, or during a Renewal Term on the same notice. If the SOW specifies a longer notice, that longer notice applies. Termination for convenience does not entitle the Client to a refund of prepaid Fees except for whole unused months after the effective date of termination, less committed Expenses, unless the SOW states that retainers are non-refundable (in which case that statement prevails for convenience termination only).
27.3 Either party may terminate immediately by written notice if the other: (a) commits a material breach that is not remediable; (b) commits a remediable material breach and fails to remedy it within fourteen days of written notice specifying the breach and requiring remedy; (c) suffers an Insolvency Event; or (d) ceases to carry on business. Persistent late payment, being two or more invoices overdue at once, is a material breach. Breach of clauses 17, 18, 30 or 31 is presumptively material.
27.4 VIAVO may terminate immediately if continued performance would, in its reasonable opinion, require it to participate in a criminal offence, a sanctions breach, or a serious data-protection infringement, or if the Client’s conduct towards Personnel amounts to harassment.
27.5 The Client may terminate if VIAVO has failed to provide any Services at all for twenty consecutive Business Days other than by reason of force majeure, Client default, or agreed closure, and has not agreed a recovery plan.
27.6 Notice of termination must comply with clause 35. Email to executive@viavo.design may give notice of termination if the Client also posts a copy to 24 St. Davids Drive, Connah's Quay, Deeside, CH5 4SR United Kingdom on the same day. On termination, all unpaid Charges become immediately due, including Fees for work in progress calculated at the rates in the SOW, and Expenses incurred. Clauses which by their nature should survive, including 1, 13 (as to unpaid sums), 17 to 24, 28 to 40, and 47, survive termination.
28. Consequences of termination and handover of records
28.1 Upon termination or expiry, VIAVO shall, within a reasonable handover period not exceeding twenty Business Days unless a longer paid handover is agreed: (a) stop using Client Systems except for handover; (b) return or make available Client Materials and Records in a commonly used electronic format, or by making boxes available for collection from Deeside during Working Hours; (c) at the Client’s written election, delete Client Personal Data from live systems except as clause 28.3 allows; and (d) provide a short index of what is being returned if an index already exists.
28.3 VIAVO may retain copies of: (a) contracts, invoices, time records and correspondence about the engagement, as controller of its own business records; (b) any document it is legally required to keep; and (c) documents reasonably necessary to defend an actual or reasonably anticipated claim, until the claim is resolved or time-barred. Such copies remain subject to confidentiality.
29. TUPE awareness
29.1 The parties intend that the commencement of the Services should not, of itself, amount to a relevant transfer under TUPE. The Services are ordinarily a professional administrative engagement performed by VIAVO’s existing undertaking, not a transfer of an organised grouping of the Client’s employees. Nonetheless, TUPE is a matter of law, not of labelling. If an organised grouping of employees in an organised grouping of resources whose principal purpose is the relevant activity transfers, TUPE may apply on entry, exit, or a change of contractor.
29.2 The Client shall notify VIAVO before the Commencement Date if the Services replace work currently performed by the Client’s employees or by another contractor’s employees dedicated to that work, and shall provide such information as regulation 11 of TUPE requires, in good time. Failure to disclose is a material breach. The Client shall indemnify VIAVO against Losses arising from a TUPE transfer in, including employment liabilities, tribunal awards, and failure of the Client or the outgoing contractor to inform and consult, except to the extent caused by VIAVO’s own failure to inform and consult its own Personnel where VIAVO is the transferee and has received the necessary information in time.
29.3 If TUPE applies on entry, the parties shall meet in good faith to discuss Fees, because employment costs may differ from a contractor model. VIAVO may terminate the affected Service line on notice if it never agreed to take transferring employees and the Client still requires the Service on a TUPE-in basis. VIAVO is an administrative services company, not a staff-supply business, and is not obliged to accept a transfer that would make it the employer of a large grouping it did not price.
30. Anti-bribery, modern slavery and prevention of tax evasion
30.1 Each party shall comply with the Bribery Act 2010 and shall not offer, promise, give, request or accept a bribe. VIAVO maintains procedures it considers proportionate to its size as a small administrative firm. The Client shall not request Personnel to make facilitation payments. Modest corporate hospitality of a reasonable UK business kind is not, of itself, a breach if recorded and not intended to induce improper performance.
30.2 Each party shall comply with the Modern Slavery Act 2015 so far as it applies to it. VIAVO does not use forced labour and expects the Client not to do so. If either party becomes aware of modern slavery in a supply chain connected with the Services, it shall notify the other and cooperate with lawful investigation. VIAVO’s turnover may be below the threshold for a published slavery statement; that does not reduce the prohibition on slavery in the performance of the Agreement.
30.3 Each party shall comply with Part 3 of the Criminal Finances Act 2017 (failure to prevent facilitation of tax evasion). The Client shall not instruct VIAVO to conceal income, to create false invoices, to backdate documents in order to evade tax, or to pay workers cash in hand in a manner that evades PAYE. VIAVO shall not facilitate tax evasion by the Client or by a third party. VIAVO may refuse a task it reasonably suspects would facilitate evasion, and shall not be in breach for that refusal.
31. Sanctions
31.1 Each party warrants that it is not, and is not owned or controlled by, a person designated under the Sanctions and Anti-Money Laundering Act 2018, UK sanctions regulations, or other sanctions applicable in the United Kingdom. The Client warrants that it will not instruct VIAVO to deal with a designated person or to make funds or economic resources available in breach of UK sanctions.
31.3 If a party becomes designated, or performance becomes prohibited, the other may terminate immediately. VIAVO may freeze affected Records pending lawful guidance. Fees for lawful work already done remain payable. VIAVO shall not be obliged to perform in a manner that would breach UK sanctions even if the Client’s foreign law would require it.
32. Conflicts of interest
32.1 VIAVO serves multiple clients in administrative and support markets. That fact is not, of itself, a conflict. VIAVO shall not use one client’s Confidential Information for another’s benefit. Logical separation of files and need-to-know access are the principal safeguards.
32.2 If VIAVO becomes aware of a conflict that would materially impair its ability to perform for the Client with integrity, it shall disclose the conflict in general terms (without breaching another client’s confidence) and the parties shall discuss whether a screen, a different team, or a cessation of a workstream is appropriate. VIAVO may decline a new instruction that would create a direct conflict, for example preparing both sides of the same disputed invoice pack in a way that would require VIAVO to prefer one client’s version of the facts.
33. Publicity
33.1 Neither party shall issue a press release about the Agreement without the other’s prior written consent. VIAVO may include the Client’s trading name in a confidential pitch list of experience, and may describe the type of administrative work in generic terms, unless the Client has notified VIAVO in writing that the relationship itself is confidential.
33.2 Use of the Client’s logo on viavo.design or in marketing requires prior written consent. Testimonials will be used only with consent or another lawful basis. The Client may state, factually, that it uses VIAVO for administrative support, without implying a partnership or endorsement of the Client’s products by VIAVO.
34. Assignment
34.1 The Client shall not assign, novate, charge or otherwise dispose of its rights or obligations under the Agreement without VIAVO’s prior written consent, not to be unreasonably withheld where the assignee is an Affiliate of equivalent covenant strength that agrees in writing to be bound, and where data-protection and confidentiality risk is not increased.
34.2 VIAVO may assign or novate the Agreement to an Affiliate, or to a purchaser of all or substantially all of its administrative-services business, provided the assignee assumes the obligations. VIAVO may assign the right to receive Charges to a financier without the Client’s consent, giving notice of the account to which payment should be made.
35. Notices
35.1 Formal notices under the Agreement (including termination, breach, indemnified claims, and change of Authorised Persons) shall be in writing in English and delivered by hand, by pre-paid first-class post or other next-working-day delivery service, or by email, to the addresses below, or to such other address as a party notifies for this purpose.
35.2 Notices to VIAVO shall be sent to VIAVO LTD, 24 St. Davids Drive, Connah's Quay, Deeside, CH5 4SR United Kingdom, and by email to executive@viavo.design, marked for the attention of the Directors. Telephone to +44 7911 123456 is not formal notice, though VIAVO may acknowledge operational issues by telephone.
35.3 Notices to the Client shall be sent to the address and email of the primary Authorised Person in the SOW, with a copy to the Client’s registered office if different and if known to VIAVO.
35.4 A notice is deemed received: (a) if delivered by hand, at the time of delivery, or if that is not a Working Hour, at 09:00 on the next Business Day; (b) if sent by pre-paid first-class post to a UK address, at 09:00 on the second Business Day after posting; (c) if sent by a signed-for next-working-day service, at the time recorded by the delivery service; (d) if sent by email, at the time of transmission if sent during Working Hours, otherwise at 09:00 on the next Business Day, provided no bounce-back is received and, for termination or legal claims, a postal copy is also sent. Website contact forms, instant messages and social media are not notice.
36. Dispute resolution, mediation and courts of England and Wales
36.1 If a dispute arises, the parties shall first attempt in good faith to resolve it through the Authorised Person and VIAVO’s nominated manager, by a written summary of issues and a meeting (which may be by video) within ten Business Days of a written request. If unresolved, either party may escalate to a director of VIAVO and a director or equivalent of the Client for a further ten Business Days.
36.2 If the dispute remains unresolved, either party may refer it to mediation. The mediator shall be agreed, or in default nominated by the Centre for Effective Dispute Resolution (CEDR) in London. Mediation shall take place in England or Wales, or by video if both agree. Each party shall bear its own costs and half the mediator’s fees. Mediation is without prejudice and confidential. Neither party is obliged to settle. This clause 36.2 does not prevent an application for interim injunctive relief, or the protection of Intellectual Property Rights or Confidential Information, or a claim for unpaid invoices that are not genuinely disputed in detail.
36.3 Subject to clauses 36.1 and 36.2, which are not intended to be a condition precedent to a claim for unpaid Fees or to injunctive relief, the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation, including non-contractual claims. The Client submits to that jurisdiction and waives any objection based on forum non conveniens, without prejudice to VIAVO’s right to enforce a judgment elsewhere.
37. Third party rights
37.1 Except as provided in clause 37.2, a person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. The consent of a third party is not required to vary or terminate the Agreement.
37.2 Personnel may enforce clause 16.4 (courtesy and non-harassment) and the health-and-safety cooperation duties so far as they confer a practical protection, but VIAVO may vary those clauses without the consent of Personnel. Directors of VIAVO named in an indemnity may benefit from clause 23.1, but VIAVO may compromise that indemnity without their consent. Data subjects do not acquire CRTPA rights by this clause; their rights arise under Data Protection Legislation.
37.3 Affiliates of the Client named in an SOW as recipients of Services may receive the benefit of performance, but only the Client may enforce the Agreement, and the Client remains liable as if the acts of those Affiliates were its own.
38. Severance, waiver and entire agreement
38.1 If a provision is held invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary to make it valid, or if modification is not possible, severed. The remaining provisions continue in full force. If the invalidity is so fundamental that it defeats the commercial purpose, the parties shall negotiate in good faith an alternative.
38.3 The Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior negotiations, representations and agreements relating to that subject matter. Each party agrees that it has no claim for innocent or negligent misrepresentation based on any statement not set out in the Agreement. Nothing excludes liability for fraud. Website Terms of Service, the Privacy Policy and the Cookie Policy govern website use and VIAVO’s own controller processing notices; they do not reduce the Client’s contractual obligations in these Terms, and in a conflict about paid Services these Terms prevail.
39. Variations
39.1 No variation of the Agreement is effective unless it is in writing and signed by or on behalf of each party, or is a Change Control Note executed as clause 14 provides, or is an email exchange in which an Authorised Person and a director of VIAVO both expressly agree that a named clause is varied. A course of dealing does not vary these Terms.
39.2 VIAVO may update the published text of these Terms on viavo.design for future engagements. An update does not vary an existing Agreement unless the parties agree under clause 39.1 or unless the update is required by law and VIAVO gives notice describing the change. The version current on the Commencement Date applies to that SOW.
40. Governing law
40.1 The Agreement, 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.
40.2 VIAVO operates from Flintshire, Wales. Welsh law as part of the law of England and Wales, including legislation of Senedd Cymru that applies to the engagement, shall be respected. Choice of English and Welsh law is not a refusal to comply with Welsh-specific statutory duties that bind a party. Clause 49 addresses operational matters arising from the Deeside establishment.
41. Schedule: document handling
41.1 Client documents will be handled only for the purpose of the Services. Personnel shall not take original Records home except as clause 48 (remote working) allows for copies, and shall not leave papers unattended in public. Paper waste containing Confidential Information will be shredded or placed in a confidential-waste stream, not in ordinary recycling, when VIAVO disposes of it.
41.2 File naming shall follow the Client’s protocol if supplied, otherwise a date-ISO, description, and version convention. Version control of Deliverables will use successive numbered files or the versioning of the Client System. The Client should treat the Client System as the system of record unless the SOW designates a VIAVO-held repository.
42. Schedule: access credentials
42.1 The Client shall issue credentials to named Personnel, preferably unique per person, and shall revoke them when an individual leaves the account. Shared generic logins are discouraged. If the Client insists on a shared login, the Client accepts the audit and attribution risk, and VIAVO’s ability to investigate misuse is reduced.
42.2 Personnel shall not write passwords on sticky notes, shall not reuse VIAVO’s own internal passwords on Client Systems, and shall not store Client passwords in an unapproved consumer notebook. A password manager the SOW names is acceptable. VIAVO shall not require the Client to disclose passwords to a personal email account of an employee of the Client without that employee’s knowledge.
43. Schedule: Client Systems
43.1 VIAVO will use Client Systems only to perform the Services. Personnel shall not browse unrelated mailboxes, shall not alter system settings except as needed for ordinary filing, and shall not introduce unapproved macros that change financial postings without an Authorised Person’s instruction.
43.2 Availability, licensing, backup and vendor support of Client Systems are the Client’s responsibility. VIAVO is not in breach if a vendor outage prevents performance. VIAVO will tell the Authorised Person if an outage is apparent to Personnel.
44. Schedule: quality review
44.1 VIAVO may apply an internal second check to a sample of Deliverables, or to all Deliverables if the SOW purchases a quality gate. Sampling is consistent with Good Industry Practice for volume administration and is not a full audit.
44.3 Errors reported within ten Business Days of the Client becoming aware of them will be corrected without additional Fees if they are VIAVO’s failure of reasonable care. Changes of mind, new data, and style preferences after approval are chargeable.
45. Schedule: complaints
45.1 Complaints about the Services should be sent in writing to executive@viavo.design or to 24 St. Davids Drive, Connah's Quay, Deeside, CH5 4SR United Kingdom, marked “Complaint”, with a description of the issue, dates, and the remedy sought. VIAVO shall acknowledge within five Business Days and shall provide a substantive response within twenty Business Days, or an explanation of why more time is needed.
45.2 A complaint is not a notice of claim under clause 22.5 unless it states that it is a formal claim and describes loss. Raising a complaint does not entitle the Client to withhold undisputed Charges.
46. Schedule: business continuity
46.1 VIAVO’s ordinary continuity measures for a small administrative practice include the ability of Personnel to work remotely in the United Kingdom under clause 48, use of reputable cloud productivity tools for VIAVO’s own files, and an alternative contact path via +44 7911 123456 and executive@viavo.design. These measures are proportionate, not a certified ISO continuity programme, unless the SOW purchases a specified continuity service level.
46.2 If 24 St. Davids Drive, Connah's Quay is unavailable, VIAVO shall, where practicable, divert mail handling and continue remote administration. Physical Records stored only at that address may be temporarily inaccessible; the Client should not store unique title documents there contrary to clause 6.3.
47. Schedule: records retention after exit
47.1 After handover under clause 28, VIAVO’s live working copies of Client operational Records will be deleted from readily accessible systems within thirty days of completing handover, except for the categories in clause 28.3. Backup media will expire on their ordinary cycle, typically within ninety days, unless a longer backup is inherent in a provider’s service that VIAVO cannot shorten, in which case confidentiality continues until expiry.
47.2 VIAVO’s own contractual file, including the SOW, these Terms, invoices, and notices, will ordinarily be retained for six years from the end of the Term, reflecting limitation and tax record-keeping practice, or longer if a claim is afoot. Authorised Person contact details on those invoices are retained as VIAVO’s controller data.
48. Schedule: remote working
48.1 Personnel may perform Services from United Kingdom locations other than 24 St. Davids Drive, including a home office, provided confidentiality and data-protection measures appropriate to administrative work are maintained: a screen not ordinarily overlooked by the public, locking of devices, and use of authenticated connections to Client Systems. The Client consents to United Kingdom remote working unless the SOW requires presence at a named site.
48.2 Remote working outside the United Kingdom is not permitted without a Change, because of data-protection, tax and confidentiality risk. A Personnel holiday abroad does not authorise performance from that country.
49. Schedule: Welsh and United Kingdom operations from Deeside
49.1 VIAVO LTD operates from 24 St. Davids Drive, Connah's Quay, Deeside, CH5 4SR United Kingdom, in Flintshire, Wales, close to the border with England. Services are supplied from the United Kingdom. Personnel may deal with Clients in Wales, England, Scotland, Northern Ireland and, where lawful, overseas, but the performing establishment for these Terms is the Flintshire office and United Kingdom remote working attached to it.
49.2 Correspondence, invoices and these Terms are issued in English. If the Client requests Welsh-language administrative output, VIAVO will consider that request as a Change. VIAVO respects the official status of the Welsh language in Wales. Standard Fees do not include certified bilingual drafting. A Client that is a Welsh public body should state any Welsh-language scheme duties in the SOW so that VIAVO can price compliance support of an administrative kind; VIAVO does not become the public body.
49.3 VAT, company law and data-protection supervision are United Kingdom-wide as they apply to VIAVO. The Information Commissioner’s Office is the supervisory authority. Courts of England and Wales include the courts sitting in Wales. Nothing in the Deeside location creates a separate governing law of “Wales only” to the exclusion of English law; the law of England and Wales is a single choice in clause 40, which includes statutes that apply only in Wales where they apply to a party.
50. Independent contractor status, set-off and further general provisions
50.1 VIAVO is an independent contractor. The Client shall not hold out Personnel as the Client’s employees. The Client shall not include Personnel in its employee benefit plans. VIAVO is responsible for tax and National Insurance on amounts it pays its own Personnel. The Client is responsible for its own workers. Off-payroll working (IR35) status of any individual contractor the Client supplies to work alongside VIAVO is the Client’s concern. VIAVO’s own Personnel are supplied as part of VIAVO’s business undertaking.
50.2 VIAVO may set off any liability of the Client against any liability of VIAVO to the Client. The Client may not set off disputed claims against Charges except as clause 13.5 provides for specified invoice lines. Statutory set-off that cannot be excluded remains available to the extent the law requires.
50.3 These Terms, together with the SOW, are the commercial services contract for administrative and outsourcing engagement. Website browsing is governed by the Terms of Service, cookies by the Cookie Policy, and VIAVO’s own privacy notice by the Privacy Policy. For contract administration write to VIAVO LTD, 24 St. Davids Drive, Connah's Quay, Deeside, CH5 4SR United Kingdom. Email: executive@viavo.design. Telephone: +44 7911 123456. Website: https://viavo.design.