Growth Master Services Agreement

GENERAL TERMS AND CONDITIONS

 

1. Engagement

1.1. VeUP Services. VeUP offers support for global growth through a uniquely curated suite of services, including Technical, Go-to-Market Recruitment, Cloud Resell, and other services (the “VeUP Services”).

1.2. Requesting VeUP Services. You may engage VeUP to provide any of the VeUP Services by following the process set out in clause 3.

1.3. Service-specific terms. The specific terms relating to the VeUP Services we provide to you are set out in separate signed agreements, order confirmations or statements of work agreed between you and VeUP (each an “Order Form”).

1.4. This Agreement will apply to each Order Form. This Agreement sets out the general terms and conditions that apply to each Order Form. Each Order Form will form part of this Agreement and will not form a separate contract between us.

3. Requesting VeUP Services

3.1. Making a request. You may request us to provide VeUP Services by contacting us by email or by submitting a request on our website.

3.2. Acknowledging receipt of your request. After you submit your request, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your request has been accepted. Our acceptance of your request will take place as described in clause 3.5.

3.3. If we need more information from you. You must provide us with all the information we reasonably request in order to consider your request. When we have received all the information we require, we will either:

3.3.1. accept your request as described in clause 3.5; or

3.3.2. provide you with a draft Order Form as described in clause 3.6; or

3.3.3. let you know if we are unable to provide the VeUP Services you have requested as described in clause 3.7.

3.4. Accuracy of information. Please check the details of your request carefully before submitting it. You are responsible for ensuring that any information provided by you is complete and accurate.

3.5. If we accept your request. If we accept your request under clause 3.3.1, we will send you an email to you confirming we accept it, at which point a binding contract between you and us will come into existence in relation to the VeUP Services on the terms set out in the order confirmation and the order confirmation will be an Order Form for the purposes of this Agreement.

3.6. If we provide you with a draft Order Form. If we provide you with a draft Order Form under clause 3.3.2, we will discuss and agree that draft Order Form with you and both parties will sign the Order Form when the terms are agreed. A binding contract between you and us will come into existence in relation to the VeUP Services set out in the Order Form when both parties have signed it.

3.7. If we cannot accept your request. If we are unable to provide the VeUP Services you have requested for any reason, we will inform you of this by email and we will not process your order. If you paid for the VeUP Services you requested when placing your order, we will refund you the full amount.

4.Our responsibilities

4.1. Providing the VeUP Services. We will use reasonable endeavours to provide the VeUP Services to you in accordance with an Order Form in all material respects. We will provide the VeUP Services using reasonable care and skill, in a professional and workmanlike manner, following industry standards, and in strict compliance with all applicable laws and regulations.

4.2. Time for performance. We will use reasonable endeavours to meet any performance dates and/or milestones specified in the Order Form, but any such dates are estimates only and time will not be of the essence of this Agreement or the Order Form.

5. Your responsibilities

5.1. Your responsibilities. It is your responsibility to cooperate with us in all matters relating to the VeUP Services and provide us with such information and materials we may reasonably require in order to provide the VeUP Services and ensure that they are complete and accurate.

5.2. Our rights if you do not fulfil your responsibilities. If our ability to perform the VeUP Services is affected by your failure to fulfil any obligation in clause 5, we will have the right to suspend performance of the VeUP Services until you remedy the default. We will not be responsible for any costs or losses you may incur arising directly or indirectly from our failure or delay to perform the VeUP Services.

6. Charges and payment

6.1. The fees and charges for the VeUP Services will be set out in the relevant Order Form or order confirmation (“Fees”). You agree to pay the Fees to us in consideration of us providing the VeUP Services to you.

6.2. We will invoice you for the Fees at the intervals specified in the relevant Order Form or order confirmation. If no intervals are specified, we will invoice you following delivery of the services.

6.3. You agree to pay each invoice within 30 days of receipt unless otherwise agreed in the relevant Order Form or order confirmation.

6.4. Without prejudice to any other right or remedy that we may have, if you fail to pay any sum due under this Agreement on the due date:

6.4.1. You will 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 will accrue each day at 1.5% per month (or the highest rate permitted by law, if less) on all late payments; and

6.4.2. VeUP may suspend part or all of the VeUP Services until payment has been made in full.

6.5. All sums payable by you under this agreement are exclusive of VAT which will be payable (where applicable) in addition to such sums on delivery of a VAT invoice.
 

7. Intellectual property rights

7.1. All intellectual property rights in or arising out of or in connection with the VeUP Services (other than intellectual property rights in any materials provided by you) will be owned by us.

7.2. We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence during the Contract Term to copy the deliverables specified in the Order Form (if any) for the purpose of receiving and using the VeUP Services and such deliverables in your business. You may not sub-license, assign or otherwise transfer the rights granted in this clause.

8. Personal data

8.1. We will use any personal information you provide to us to:

8.1.1. provide the VeUP Services;

8.1.2. process your payment for the VeUP Services; and

8.1.3. inform you about similar products or services that we provide, but you may unsubscribe from our email list at any time by contacting us.

8.2. We will process your personal information in accordance with our privacy policy available at https://veup.com/privacy, the terms of which are incorporated into this Agreement.

9. Confidentiality

9.1. Each party agrees that they will not at any time during the Contract Term, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 9.2.

9.2. We each may disclose the other's confidential information:

9.2.1. to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 9; and

9.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

9.3. The parties may only use each other's confidential information for the purpose of fulfilling their respective obligations under this Agreement.
 

10. Limitation of liability

10.1. Nothing in this clause 10 will limit the Client's payment obligations under this Agreement.

10.2. Nothing in this agreement limits any liability which cannot legally be limited, including liability for:

10.2.1. death or personal injury caused by negligence;

10.2.2. fraud or fraudulent misrepresentation; and

10.2.3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

10.3. Subject to clause 10.2 (liabilities which cannot legally be limited), our total liability to you for any claims relating to VeUP Services you have ordered in an Order Form will be limited to the total Fees you have paid under the relevant Order Form.

10.4. Subject to clause 10.2 (Liabilities which cannot legally be limited), this clause 10.4 specifies the types of losses that are excluded:

10.4.1.    loss of profits;

10.4.2.    loss of sales or business;

10.4.3.    loss of agreements or contracts;

10.4.4. loss of anticipated savings;

10.4.5. loss of use or corruption of software, data or information;

10.4.6. loss of or damage to goodwill; and

10.4.7. indirect or consequential loss.

10.5. Unless you notify us that you intend to make a claim in respect of an event within the notice period, we will have no liability for that event. The notice period for an event will start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and will expire six (6) months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

10.6. Nothing in this Agreement limits or affects the exclusions and limitations agreed and specified in any Order Form.

10.7. References to liability in this clause 10 (Limitation of liability) include every kind of liability arising under or in connection with this agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

10.8. This clause 10 (Limitation of liability) will continue to apply after termination of this Agreement or order confirmation.

11. Termination

11.1. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

11.1.1. the other party commits a material breach of any term of this agreement (including the Client’s obligation to pay the Fees) and fails to remedy that breach within a period of 14 days after being notified in writing to do so;

11.1.2. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986;

11.1.3. the other party applies to court for, or obtains, a moratorium under Part A1 of the IA 1986;

11.1.4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party;

11.1.5. an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party;

11.1.6. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.1.3 to clause 11.1.5 (inclusive); or

11.1.7. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

11.2. On termination or expiry of this agreement the Client will immediately pay to VeUP all of VeUP's outstanding unpaid invoices and interest and, in respect of the VeUP Services supplied but for which no invoice has been submitted, VeUP may submit an invoice, which will be payable immediately on receipt.

12. Events outside our control

12.1. Neither party will be liable or responsible for any failure or delay in the performance of their obligations that is caused by any act or event beyond their reasonable control (“Force Majeure Event”). If a Force Majeure Event takes place that affects the performance of the parties’ obligations:

12.1.1. the affected party will contact the other party as soon as reasonably possible to notify you; and

12.1.2. our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Force Majeure Event. We will arrange a new date for performance of the Services with you after the Force Majeure Event is over.

12.2. Either party may terminate this Agreement affected by a Force Majeure Event if it has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Force Majeure Event.
 

13. General

13.1. Assignment and transfer.

13.1.1. We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing if this happens.

13.1.2. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

13.2. Variation. Any variation of this Agreement or an Order Form only has effect if it is in writing and signed by you and us or our respective authorised representatives

13.3. Notices.

13.3.1. When we refer to "in writing" in these Terms, this includes email.

13.3.2. Any notice or other communication given under or in connection with this Agreement must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.

13.3.3. A notice or other communication is deemed to have been received:

13.3.3.1. if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;

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

13.3.3.3. if sent by email, at 9.00 am the next working day after transmission.

13.3.4. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

13.4. Waiver. If we do not insist that you perform any of your obligations under this Agreement or an Order Form, or we do not enforce our rights against you, or we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

13.5. Severance. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of this agreement.

13.6. Third party rights. Our agreement is between you and us. No other person has any rights to enforce any of its terms.

13.7. Governing law and jurisdiction. This Agreement and each Order Form is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with it to the exclusive jurisdiction of the English courts.