Terms & Conditions

These terms and conditions apply to the Order prepared by Sphinx Technology Limited (registered in England with number 13204878) trading as Vetting.com ("Vetting.com", "us" or "we"), and the customer named in the Order ("Customer" or "you").

1. Interpretation

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

1.1 Definitions:

1.2 Interpretation:

1.2.1 Unless expressly provided otherwise in these Conditions, a reference to a legislation or a legislative provision:

1. is a reference to it as amended, extended or re-enacted from time to time; and
2. shall include all subordinate legislation made from time to time under that legislation or legislative provision.

1.2.2 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.2.3 A reference to writing or written includes email.

1.2.4 In the event of a conflict between the Conditions and the Order, the Order shall take precedence.

2. Basis of contract

2.1 The Order constitutes an offer by you to purchase the Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when we accept the returned Order, on which date the Services Agreement shall come into existence (Commencement Date).

2.3 Any samples, drawings, descriptive matter or advertising issued by us, and any descriptions or illustrations contained in our catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Services Agreement or have any contractual force.

2.4 This Services Agreement applies to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.5 Any quotation given by us shall not constitute an offer and is only valid for a period of 20 Business Days from its date of issue.

3. Supply of Services

3.1 We shall supply the Services to you in accordance with the Order in all material respects.

3.2 We shall use all reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3 We reserve the right to amend the Order if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and we shall notify you in any such event.

3.4 We warrant to you that the Services will be provided using reasonable care and skill.

4. Grant and scope of licence for Software

4.1 In consideration of payment by you of the Charges and your agreement to abide by these Conditions, we grant you a non-exclusive, non-transferable licence to use the Software and the Documentation on the terms of this Services Agreement.

4.2 You may use the Software and Documentation only for your internal business purposes.

4.3 Except as expressly set out in clause 4.2, you undertake to not (and not attempt to):

4.3.1 copy (except where to the extent copying is reasonably incidental to normal and proper use, back-up or operational security of the Software), modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software or the Documentation in any form or media or by any means; or attempt to copy, reverse-compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Documentation or attempt to gain unauthorised access to any part of the Software or the Documentation or any connected system (and you agree to use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software or the Documentation);

4.3.2 access all or any part of the Software or the Documentation in order to build a product or service which emulates or competes with any part of the Software or the Documentation;

4.3.3 use the Software or the Documentation to facilitate any illegal activity;

4.3.4 use the Software or the Documentation to provide any service to third parties;

4.3.5 to license, sell, rent, lease, transfer, assign, distribute, or otherwise make any part of the Software or the Documentation available to any third party without our prior written consent;

4.3.6 disclose any information which is confidential to us or to seek (whether directly or indirectly) to circumvent our interests or to deploy or use (or assist another to deploy or use) information or processes learned by you as result of your dealings with us or the Software or the Documentation otherwise than for your legitimate business purposes that are not in competition with or deleterious to us;

4.3.7 to make alterations to, or modifications of, the whole or any part of the Software or the Documentation nor permit the Software or the Documentation or any part of it to be combined with, or become incorporated in, any other programs or material, other than for the purpose of creating and maintaining necessary interfaces designed and maintained by us;

4.3.8 obscure any copyright or similar notice published by us; and/ or

4.3.9 permit use of the Services otherwise in accordance with this Services Agreement.

4.4 You undertake to:

4.4.1 include our copyright notice on all entire and partial copies you make of the Software or the Documentation on any medium.

5. Intellectual property rights

5.1 You acknowledge that all intellectual property rights in the Software and the Documentation anywhere in the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documentation other than the right to use them in accordance with this Services Agreement.

5.2 The integrity of the Software may be protected by technical protection measures (TPM) so that the intellectual property rights, including copyright, in the Software are not misappropriated. Whether TPM is in place or otherwise, you must not attempt in any way to remove or circumvent such TPM, nor to apply, manufacture, import, distribute, sell, let for hire, offer, expose or advertise for sale for hire or have in your possession for private or commercial purposes, any means whose sole reasonable purpose is to facilitate the unauthorised removal or circumvention of such TPM.

5.3 You acknowledge that you have no right to have access to the Software in source code form.

5.4 All copyright, rights in relation to databases, design rights, registered designs, patents, trade and service marks (registered and unregistered), know-how, rights in or relating to confidential information or any other intellectual property rights or industrial property rights or other rights of a similar nature anywhere in the world associated with any ideas, concepts, techniques, inventions, processes or works of authorship developed or created by us or our personnel or contractors during the course of providing the Services shall belong exclusively to us.

5.5 You grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Services Agreement for the purpose of providing the Services to you.

6. Registered Users

6.1 You may nominate a person who is employed by you or provides services to you to be a Registered User of the Software.

6.2 The number of Registered Users which you may nominate is subject to a maximum as set out in the Order. You may change Registered Users at any time, provided that the maximum number does not exceed the number set out in the Order.

6.3 We may agree to increase at your request the maximum number of Registered Users which you may nominate. Additional fees may be payable.

6.4 You are responsible for the acts, statements and omissions of your Registered Users and agree that if a Registered User breaches these Conditions then this constitutes a breach of the Services Agreement by you.

7. Contact Officer

7.1 You must nominate a person to act as Contact Officer for the purposes of this Services Agreement and another person to act as your Alternate Contact Officer, and promptly notify us of these nominations and any changes to these appointments during the Term.

7.2 The Contact Officer (or the Alternate Contact Officer, when the Contact Officer is not available or unable to perform his or her responsibilities under these Conditions) shall:

7.2.1 act as the official contact person of Client when communicating or otherwise dealing with us;

7.2.2 nominate persons under clause 6 to be Registered Users and maintain a list of current Registered Users;

7.2.3 create, manage, delete and otherwise deal with the user logins and the nomination for Registered Users and to promptly remove any Registered User that is no longer engaged by you;

7.2.4 ensure that Registered Users are aware of and comply with the Services Agreement; and

7.2.5 inform us of any actual or alleged breach of the Services Agreement by any of the Registered Users and to take action to establish and implement appropriate steps to remedy and/or prevent a breach of the Services Agreement by a Registered User.

8. Support Services

8.1 Subject to your paying the Charges we shall provide the Support Services to you.

8.2 You and we will agree mutually convenient times for the delivery of the Support Services. Where such dates are booked in advance, you understand that we are required to commit resources. You will remain liable to pay our costs if you cancel any advance bookings giving fewer than five (5) business days' notice of cancellation. We agree to deploy staff who have reasonable levels of skill to provide the Support Services.

9. Your obligations

9.1 You shall:

9.1.1 co-operate with us in all matters relating to the Services;

9.1.2 provide us, our employees, agents, consultants and subcontractors, with access to your premises, office accommodation and other facilities as reasonably required by us;

9.1.3 provide us with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

9.1.4 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are due to start; and

9.1.5 comply with any additional obligations as set out in the Services Agreement.

9.2 If our performance of any of our obligations under the Services Agreement is prevented or delayed by any act or omission by you or your representative or failure by you or your representatives to perform any relevant obligation (Customer Default):

9.2.1 without limiting or affecting any other right or remedy available to us, we shall have the right to suspend performance of the Services until you remedy the Customer Default;

9.2.2 we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations due to a Customer Default; and

9.2.3 you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Customer Default.

10. Charges and payment

10.1 We shall invoice you in accordance with the Order.

10.2 You shall pay each invoice submitted by us:

10.2.1 within 30 days of the date of the invoice; and

10.2.2 in full and in cleared funds to a bank account nominated in writing by us, and time for payment shall be of the essence.

10.3 All amounts payable by you under the Services Agreement are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Services Agreement by us to you, you shall, on receipt of a valid VAT invoice from the us, pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

10.4 We may change the amounts charged to you at any time, but we shall give you at least one month's written notice if we intend to change any of the amounts payable by you.

10.5 If you fail to make a payment due to us under the Services Agreement by the due date, then, without limiting our remedies, you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 10.5 will accrue each day at 8% a year above HSBC plc's base lending rate from time to time, but at 8% a year for any period when that base rate is below 0%. Interest will be payable on demand, together with any debt recovery costs which we incur.

10.6 All amounts due under the Services Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

10.7 We reserve the right to include mechanisms to inhibit, limit or prevent normal operation of the Software and to activate these or to suspend the delivery of Services until you have made all payments due to us.

10.8 You agree to abide by the further payment obligations set out in the Order.

11. Data protection

The parties shall comply with their data protection obligations as set out in the Privacy Policy.

12. Warranty

12.1 Following your review of the Functional Specification, you accept that we provide the Services to you on the basis that you have determined its fitness for your own specific needs.

12.2 We warrant that:

12.2.1 the Software will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the Functional Specification;

12.2.2 if you notify us in writing of any defect or fault in the Software as a result of which it fails to perform substantially in accordance with the Functional Specification, we will, at our sole option, either repair or replace the Software, provided that you make available all the information that may be necessary to assist us in resolving the defect or fault and access to all relevant premises, equipment and personnel, including sufficient information to enable us to understand and rectify the defect or fault. Save as provided in the previous sentence we have no further liability and all other warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.

13. Limitation of liability:

13.1 We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Conditions for:

13.1.1 loss of profits, sales, business, or revenue;

13.1.2 business interruption;

13.1.3 loss of anticipated savings;

13.1.4 loss or corruption of data or information;

13.1.5 loss of business opportunity, goodwill or reputation; whether or not any of the losses set out in clause 13.1.1 to clause 13.1.5 are direct or indirect or constitute any special, indirect or consequential loss, damage, charges or expenses.

13.2 Our maximum aggregate liability under or in connection with this Services Agreement whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the aggregate of the fees paid by you for under the Order in the twelve months prior to the relevant liability arising. This maximum cap does not apply to clause 13.3.

13.3 Nothing in this Licence shall limit or exclude our liability for:

13.3.1 death or personal injury resulting from our negligence;

13.3.2 fraud or fraudulent misrepresentation;

13.3.3 any other liability that cannot be excluded or limited by English law.

13.4 This Services Agreement set out the full extent of our obligations and liabilities in respect of the supply of the Services. Except as expressly stated in this Services Agreement, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Services which might otherwise be implied into, or incorporated in, these Conditions, whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

13.5 You agree that this clause 13 operates to limit the liability of the acts or omissions of our affiliates, employees, agents and sub-contractors.

14. Termination

14.1 Unless otherwise stated in the Order, without affecting any other right or remedy available to it, either party may terminate the Services Agreement by giving the other party 90 days' minimum written notice.

14.2 Without affecting any other right or remedy available to it, either party may terminate the Services Agreement with immediate effect by giving written notice to the other party if:

14.2.1 the other party commits a material or persistent or repeated breach of any term of the Services Agreement;

14.2.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

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

14.2.4 the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Services Agreement has been placed in jeopardy.

14.3 Without affecting any other right or remedy available to it, we may terminate the Services Agreement with immediate effect by giving written notice to you if:

14.3.1 you fail to pay any amount due under the Services Agreement within 14 days of being given written notice requiring payment to be made.

14.4 Without affecting any other right or remedy available to it, we may suspend the supply of Services under the Services Agreement or any other contract between you and us if:

14.4.1 you fail to pay any amount due under the Services Agreement on the due date for payment;

14.4.2 you become subject to any of the events listed in clauses 14.2.2 to 14.2.4, or we reasonably believe that you are about to become subject to any of them; and

14.4.3 we reasonably believe that you are about to become subject to any of the events listed in clauses 14.2.2 to 14.2.4.

14.5 You may terminate this Services Agreement by giving us at least one months' written notice within one month of our notifying you pursuant to clause 10.4 of a price increase (other than any "pass-through" increase) that is more than 2% above the increase in the Retail Prices Index published by the Office for National Statistics of the United Kingdom Government (calculated since the date of the last increase to our price).

15. Consequences of termination

15.1 On termination or expiry of the Services Agreement you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;

15.2 On the termination or expiry of Services Agreement you shall forfeit all rights granted to you under the Services Agreement and you agree that you shall immediately stop using all parts of the Services and, to the extent reasonably possible, delete or remove the Software from all computer equipment in your possession.

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

15.4 Any provision of the Services Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Services Agreement shall remain in full force and effect.

16. General

16.1 Where requested by you, acting reasonably, we shall enter into a three-party source code escrow agreement in respect of the Software with you and an escrow agent of our choice, any and all charges and fees associated with such arrangement being at your expense.

16.2 These Conditions are binding on you and us and on our respective successors and assigns.

16.3 Both parties shall comply with all applicable laws, statutes and regulations relating to anti- bribery and anti-corruption, including but not limited to the Bribery Act 2010.

16.4 Neither party shall (except with the prior written consent of the other) during the term of the Services Agreement, and for a period of one year after it has terminated, solicit the services of any senior staff of the other party who have been engaged in the management of the Services Agreement either as principal, agent, employee, independent contractor or in any other form of employment or engagement other than by means of a national advertising campaign open to all-comers and not specifically targeted at such staff of the other party.

16.5 Force majeure. Except for the failure to make payment, neither party shall be in breach of the Services Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Services Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.

16.6 Assignment and other dealings.

16.6.1 We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our rights and obligations under the Services Agreement.

16.6.2 You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of your rights and obligations under the Services Agreement.

16.7 Confidentiality.

16.7.1 Each party shall, during the term of this Services Agreement and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this licence) nor without the prior written consent of the other party disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority), information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its affiliates, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this licence, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information. This clause shall survive termination of this Services Agreement, however arising for a period of three years following expiration or termination of this Services Agreement.

16.7.2 No party shall make, or permit any person to make, any public announcement concerning this Services Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

16.7.3 You agree that we may use your name and logo on our website, other promotional material and customer reference lists that we may provide to potential customers, subject to your approval such approval not to be unreasonably withheld.

16.8 Entire agreement.

16.8.1 The Services Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

16.8.2 Each party acknowledges that in entering into the Services Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Services Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Services Agreement.

16.8.3 Nothing in this clause shall limit or exclude any liability for fraud.

16.9 Variation. No variation of the Services Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16.10 Waiver. A waiver of any right or remedy under the Services Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Services Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Services Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

16.11 Severance. If any provision or part-provision of the Services Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Services Agreement. If any provision or part-provision of this Services Agreement deleted under this clause the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

16.12 Notices.

16.12.1 Any notice or other communication given to a party under or in connection with the Services Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in the Services Agreement.

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

1. if delivered by hand, at the time the notice is left at the proper address; or
2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.

16.12.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

16.13 Third party rights. Unless it expressly states otherwise, the Services Agreement does not give rise to any rights under the Services Agreements (Rights of Third Parties) Act 1999 to enforce any term of the Services Agreement.

16.14 Governing law. The Services 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.

16.15 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Services Agreement or its subject matter or formation.

17. Schedule A - Support terms and conditions

17.1 Provision of Services

17.1.1 Upon receipt of a written support request from you identifying a fault in the Services, Vetting.com shall attempt to carry out diagnosis remotely by telephone and remote access link (where remote access is available) of the reported fault.

17.1.2 If the support request relates to interface with other software packages or environments, or similar issues where the fault cannot be diagnosed as being clearly caused by the supported Services, Vetting.com will use its reasonable endeavours to assist you in finding a resolution to the problem, subject to the acceptance by you of the additional charges to be levied, as outlined in paragraph 2 below.

17.2 Additional charges

17.2.1 Unless otherwise stated in the Quote, Vetting.com will levy additional charges for out of our usual business hours service at our current rates (currently an initial charge of £100 and then £100 per hour or part of an hour).

17.3 Variation

17.3.1 Vetting.com operates an online ordering system for existing customers and you agree to make use of the online ordering system so that quotes managed using the online system are subject to this Agreement. if you change the software licensed from us or the Services used the changes to support charges will take immediate effect, unless otherwise stated in the Quote related to the relevant software or Services.

18. Customer requirements

18.1 It is a condition of these terms and conditions that you report faults.

19. Limitations and exclusions

19.1 Vetting.com will use reasonable commercial endeavours to respond to calls from you for the Support Services and provide updates of status and possible remedies reasonably promptly.

19.2 Where required and as determined by Vetting.com as the appropriate response, a site visit will be arranged. No guarantee or warranty is given of any times for response or that Vetting.com will be able to rectify any problem within a particular time-scale. Any modification or error correction to software may be provided by secure FTP or email. if other delivery means, for example courier service, is required the delivery will be arranged at your cost.

19.3 Our obligation to provide the Support Services is conditional upon the proper use of the Software and Services and Vetting.com is not obliged to provide Support Services where the faults arise from any of the following: misuse, incorrect use of or damage to the Software from whatever cause, including failure or fluctuation of electrical power; failure to maintain the necessary environmental conditions for use of the Software; use of the Software in combination with any equipment or software not provided by Vetting.com or not designated by Vetting.com, or any fault in any such equipment or software; any breach of your obligations under this Agreement, any modification to the Software which is not expressly authorised by Vetting.com or operator error.

19.4 Unless otherwise agreed by us in writing these support terms shall apply to the most recent generally available Release or Version of the Software ("LV") as well as the immediately preceding Release or Version ("LV-1"). Customer understands and agrees that Vetting.com shall have no obligation to support any Release or Version of the Software that is older than LV- 1. for the purposes of this paragraph, the term "Release" shall be defined as a specific edition of the Software, designated by a number located to the left of the first decimal point (such as Release 1.x or Release 2.x), and the term "Version" shall be defined as a specific edition of the Software, designated by a number located to the right of the first decimal point (such as Version x.1 or Version x.2).

19.5 Our priority categorisations and target response times are as stated below:

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