Conditions for Viva La Visa Limited
Terms and Conditions of Business
The following terms and conditions of business are the contractual terms under which all customers are engaging our services. If you require any additional information relating to these terms and conditions please contact our Chief Operating Officer who will be able to provide clarification. Engagement of our services constitutes acceptance of these terms. Please contact us if you require a written copy of this agreement.
Contents
Definitions and Interpretation
Terms
Price
Payment
Taxes and duties
Interest
Provision of the Services
Supplier's obligations
Customer’s obligations
Failure of or delay in performance
Exclusion and limitation of liability
Force Majeure
Confidential Information
Termination
General Data Protection Regulations: Compliance and Further Information
This Agreement sets out the terms and conditions for the supply of services from us to you. Our aim is to offer all our clients quality visa and immigration services supplied in a straightforward and professional manner under the terms of this contract agreement.
All clients engaging our services are doing so under the following terms and conditions of this customer contract and acknowledge that these terms and conditions stipulate the manner under which our services are provided. If you are unsure of any of the information contained in this contract please contact us for clarification.
These terms and conditions will continue to operate during the supply of our services to you and express the terms and conditions of the services as set out here.
the provision of services TO THE CUSTOMER
By Viva La Visa Limited, Laffitts Hall, Framsden Road, Pettaugh, Stowmarket, Suffolk, IP14 6DT, a company incorporated in [England and Wales] under number 08269991 whose registered office is at Battle House, 1 East Barnet Road, New Barnet, Hertfordshire, EN4 8RR (Supplier); to the customer,
The Customer being any individual or other entity or Corporate or organisational body or authority engaging us in the supply of the services (Customer);
(each of the Supplier and the Customer being a Party and together the Supplier and the Customer are the Parties)
Recitals:
By the Customer’s engagement of the Supplier the Parties thereby enter this Agreement to set out the terms and conditions that will apply in respect of the services to be provided by the Supplier to the Customer.
THE PARTIES AGREE:
Definitions and Interpretation
In this Agreement, unless otherwise provided:
Affiliate
means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;
Background IPR
means the Intellectual Property Rights owned by the Supplier and used by it in performing the Services and which forms part of the Deliverables or the results of the Services;
Business Day
means a day, other than a Saturday, Sunday or public holiday, on which clearing banks are open for non-automated commercial business in the City of London;
Commencement Date
means the date the Customer engages the services of the Supplier
Confidential Information
means (a) the terms of this Agreement; (b) any information relating to the customers, suppliers, associates, partners, methods, products, plans, finances, trade secrets or otherwise to the business or affairs of either Party and (c) all non-public information (whether in oral, written or electronic form) given by one Party to the other or otherwise obtained by one Party relating to the other's circumstances, business, finance or technology, know-how, intellectual property (including Intellectual Property Rights), assets, strategy, products and customers, suppliers and partners including information relating to management, financial, marketing, technical and other arrangements or operations of any Affiliate, person, firm, or organisation associated with that Party;
Control
means that a person owns directly or indirectly more than 50% of the shares or securities of the other person representing the right to vote on all or substantially all matters including the election of directors and Controls and Controlled shall be interpreted accordingly;
Customer Materials
means all data and documents (and the media on which they are recorded), equipment and materials supplied by the Customer to the Supplier;
Deliverables
means all documents, products and materials produced by the Supplier or other organisations, bodies or entities in relation to the Services and to be supplied to the Customer.
Force Majeure Event
means any of the following events, without limitation, war, the threat of war, revolution, terrorism, riot or civil commotion, or precautions against any such; strikes, lock outs or other industrial action, whether of the affected Party's own employees or others; blockage or embargo; acts of or restrictions imposed by government or other official immigration control or public authority; failures of supply of water, power, fuels, transport, equipment or other Deliverables or services; explosion, fire, corrosion, ionising radiation, radioactive contamination; flood, natural disaster, or adverse weather conditions; malicious or negligent act or accident, and breakdown or failure of equipment, whether of the affected Party or others, but does not include, without limitation, inability to pay, mechanical difficulties, shortage or increase of price of raw materials, over-commitment or market or other circumstances which may make the terms of this Agreement unattractive to the customer;
Intellectual Property Rights
means copyright, rights in physical objects that hold, fix, or embody a work of physical or digital music, tape, film, CD, statue, play, or printed sheet music, rights in sound recordings or any audio recording including the sound accompanying motion pictures, patents, rights in inventions, rights in confidential information, Know-how, trade secrets, trade marks, service marks, trade names, design rights, rights in get-up, database rights, rights in data, semi-conductor chip topography rights, mask works, utility models, domain names, rights in computer software and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing;
Know-how
means inventions, discoveries, improvements, processes, formulae, techniques, specifications, technical information, methods, tests, reports, component lists, manuals, instructions, drawings and information relating to customers and suppliers (whether written or in any other form and whether confidential or not);
Order
means the Customer's order, on the terms of this Agreement, for the Services set out in the communications between the Customer and us the Supplier.
Services
means the services requested by the Customer as set out in the communications between the Customer and us, to be supplied by the Supplier Viva La Visa Limited to the Customer;
Specification
means, in relation to the Services, the description or specification set out in the communications between the Customer and us.
Supply Location
means the address specified in the communications relating to this.
Unless the context otherwise requires:
each gender includes the others and the singular includes the plural and vice versa;
references to clauses or Schedules are to clauses, schedules or appendices of this Agreement;
references to communications between the Customer and the Supplier shall mean
references to this Agreement include its Schedule;
'including' means including without limitation.
words and phrases defined in communications sent between the Supplier and the Customer have the same meaning as stated in this Agreement;
references to persons include individuals, unincorporated bodies, government entities, companies and corporations;
clause headings do not affect their interpretation;
a reference to a statute or a statutory provision is a reference to it as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under this Agreement;
these terms and conditions of engagement contract document is the agreed terms of the service supplied to the customer whether or not signed by the Parties;
all times, dates and periods in this Agreement will be calculated by reference to the Gregorian calendar;
'in writing' means communication by letter or email and written shall be interpreted accordingly;
references to books, records or other information include paper, electronically or magnetically stored data, film, microfilm, and information in any other form; and
reference to any English action, remedy, method of judicial proceeding, court, legal document, legal concept, legal status, legal doctrine or thing shall in respect of any jurisdiction other than England be deemed to include what most nearly approximates in that jurisdiction to the English equivalent.
Terms
An Order will be deemed to be an offer to purchase Services on the terms of this Agreement.
Orders are not binding until accepted by the Supplier by active communication of acceptance or the commencement of performance of the order if occurring first.
Quotations issued by the Supplier are valid for the number of Business Days from issue that has been indicated by the Supplier in the quote. They do not constitute an offer to sell or supply. If the Customer wishes to purchase Services which are the subject of a quotation, it will need to place an Order.
Marketing and other descriptive matter relating to the Services are illustrative only, and do not form part of this Agreement. The Customer agrees that, in placing an Order, it has not relied on any representation or statement by the Supplier not set out in this Agreement or referred to by this agreement.
This Agreement alone will apply to the supply of the Services by the Supplier to the Customer. All other terms, including any:
which the Customer seeks to incorporate; or
implied by course of dealing or by custom or practice;
will not apply.
Price
The price for the Deliverables will be indicated in the initial communications from the Supplier to the Customer, or otherwise will be calculated in accordance with the Supplier’s standard scale of charges in force on the Commencement Date.
The price includes everything stated in the communications between the Supplier and the Customer but is limited by the terms of this agreement in force on the Commencement Date.
The price does not include any peripheral or additional services supplied (which will be charged in addition) and will be payable at the date agreed in the communications between the parties, or if no payment date has been stated, on the usual timeframe for payments previously experienced, or otherwise as soon as possible after delivery of the invoice by the Supplier, and in any event within 30 Business Days of the date of the invoice or final delivery of the service.
The price excludes any expenses incurred by the Supplier for additional expenses or ancillary but necessary services which may arise as when purchasing the provision of the services as stated in the terms of this agreement which will be invoiced either during mid performance of the service or at intervals or on final performance and are due for payment within the timeframe indicated on the invoice.
Payment
The Customer will pay all invoices in full, without deduction or set-off other than as required by law, in cleared funds either prior to fulfilment of the service or as on fulfilment of the service unless otherwise specifically agreed between the parties and paid to the Supplier’s nominated bank account. Time of payment is of the essence. Where sums due under this Agreement are not paid in full by the due date the Supplier may, without limiting its other rights, charge interest in accordance with Clause 6.
Taxes and duties
All amounts due under this Agreement will be advised separately and indicated in communications between the parties and may be indicated as inclusive or exclusive of taxes, VAT and charges. Provision of the service on one occasion as inclusive or exclusive of taxes and duties is not an obligation on the service provider that further subsequent orders are quoted on the same inclusive.
Additional taxes and duties may arise from time in respect of changes to administration and processing charges of the relevant aspect of provision by the Supplier of these services. Any additional taxes will be advised to you separately at the relevant time.
Interest
Where sums due under this Agreement are not paid in full by the due date, the payee may, without limiting its other rights, charge interest on such sums at the statutory interest rate (as defined by the Late Payment of Commercial Debts (Interest) Act 1998).
Interest will:
accrue on a daily basis; and
apply from the due date for payment until actual payment in full, whether before or after judgment.
Provision of the Services
The Supplier will provide the Services to the Customer in accordance with this Agreement, in particular the Specification indicated in communications between the parties.
The Services will begin on the Commencement Date and be performed until provision is complete (subject to the limitations set out in this agreement) save where there is any lawful earlier termination of this Agreement.
Whilst the Supplier will use reasonable endeavours to meet any milestone dates set out in the in communications between the parties, such dates are approximate only due to necessary reliance on government agencies and immigration and visa bodies, national or international regulatory bodies that oversee licensing or immigration services necessary for the performance of the service and time of performance is accordingly not of the essence.
The Supplier will not be liable for any delay in or failure of performance of the Services (including any failure to achieve any milestone or other date) so far as caused by any external agency (whether specified above or not) reasonably necessary for the performance of the services offered, a Force Majeure Event or the Customer’s failure to perform its obligations under this Agreement.
The Supplier may make any changes to the Services:
needed to comply with applicable law or safety requirements; or
which do not materially affect the nature or quality of the Services;
and will notify the Customer in advance of such changes where possible.
Supplier's obligations
The Supplier will:
perform the Services: (i) using reasonable care and skill; and (ii) in accordance with good practice for services of that type;
use sufficient personnel who have appropriate skills and experience for their duties;
co-operate with the Customer and comply with the Customer’s reasonable instructions;
provide and use sufficient and appropriate equipment and materials required to provide the Services;
obtain and maintain all licences, permits and other consents required for its performance of the Services;
comply with all applicable laws and regulations;
observe all rules and regulations notified to the Supplier and in force at the Supply Location; and
hold all Customer Materials safely and return them if agreed, in good condition on completion of the Services or earlier termination hereof (fair wear and tear excepted).
Customer’s obligations
The Customer will pay the price for the Services in accordance with this Agreement.
The Customer will:
provide the Supplier with the documents, papers, identification and all other information required to perform the supply of the Services;
afford the Supplier access to the Customer personnel (where required); and
provide the Supplier information and assistance (ensuring that information is complete and accurate);
in each case as reasonably required to allow the Supplier to perform the Services.
The Customer will also:
co-operate fully with the Supplier and follow the Supplier’s reasonable instructions in relation to the performance of the Services;
obtain and maintain all necessary licences and consents for the performance of the Services;
Failure of or delay in performance
If the Supplier is prevented or delayed in performing the Services by any cause attributable to any government agencies and immigration and visa bodies, national or international regulatory body that oversees licensing or immigration services necessary for the performance of the service, the Supplier (without prejudice to its other rights):
May, where reasonably necessary, suspend performance of the Services until the supplier is able to continue to perform the services stated;
May apply supplementary charges to agreed pricing where reasonable.
If the Supplier is prevented or delayed in performing the Services by any cause attributable to the Customer, the Supplier (without prejudice to its other rights):
may suspend performance of the Services until the Customer remedies its default;
will not be liable for any costs or losses sustained by the Customer as a result of such suspension; and
may charge the Customer (and the Customer will pay in accordance with this Agreement) costs or losses incurred by the Supplier arising from the Customer's default, subject to clause 11.
Exclusion and limitation of liability
Except as expressly stated in this Agreement, all warranties and conditions whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law.
Neither Party limits its liability for:
death or personal injury caused by its negligence, or that of its employees, agents or sub-contractors (as applicable); or
fraud or fraudulent misrepresentation by it or its employees.
Nothing in this clause 11 shall limit or restrict the either Party's liability for:
damage caused wholly or partly by a defect in any product supplied by that Party under this Agreement, under Part 1 of the Consumer Protection Act 1987;
breach of any of the safety regulations made under section 11 of the Consumer Protection Act 1987;
breach of any obligation as to title implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982.
Subject to clauses 11.2 and 11.3, the Supplier's total aggregate liability in respect of all other claims, losses or damages, whether arising from contract, tort (including negligence) or otherwise under or in connection with this Agreement shall in no event exceed the amount quoted or charged by the Supplier for the services.
Subject to clauses 11.2, neither Party will be liable to the other Party for:
any indirect, special or consequential loss or damage; or
any loss of profits, turnover, data, business opportunities, anticipated savings or damage to goodwill (whether direct or indirect).
Force Majeure
A Party will not be liable if delayed in or prevented from performing its obligations under this Agreement due to a Force Majeure Event, provided that it:
promptly notifies the other of the Force Majeure Event and its expected duration, and
uses reasonable endeavours to minimise the effects of that event.
Confidential Information
Each Party undertakes that it shall keep any Confidential Information confidential and that it shall not use or disclose the other Party’s Confidential Information to any person, except as permitted by clause 13.2.
A Party may:
disclose any Confidential Information to any of its employees, officers, representatives, advisers (Representatives) or agents who need to know the relevant Confidential Information for the purposes of the performance of any obligations under this Agreement, provided that such Party must ensure that each of its Representatives to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause 2 as if it were a Party;
disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including, without limitation, any securities exchange) or any other authority of competent jurisdiction to be disclosed; and
use Confidential Information only to perform any obligations under this Agreement.
A reasonable number of copies of Confidential Information may be made and used subject to this clause 13.2.3
Termination
Either Party may without prejudice to its other rights and remedies by notice in writing to the other Party immediately terminate this Agreement if the other:
is in material or persistent breach of any of its obligations under this Agreement and if that breach is capable of remedy and the other has failed to remedy that breach within 30 Business Days after receiving written notice requiring it to remedy that breach; or
is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction.
Either Party may without prejudice to its other rights and remedies by notice in writing to the other immediately terminate this Agreement:
if the other Party ceases or threatens to cease carrying on business; or
In the event of termination of this Agreement for any reason, the Customer shall:
Upon demand make payment to the Supplier for the value of the services provided up to that point in time (bearing in mind that the provision of the services by the Supplier may not be evenly spread in time and value on consistent application throughout the duration to that time; i.e. the entire value of the service may have already been performed within the early period despite final delivery of the service result not having been effected to the Customer), including additional charges or expenses incurred in line with the terms of this agreement, and;
Receive an explanation or outline of the provision of the services already provided (whether yet delivered or not) and the cost of them, in addition to the invoice they receive. This clause does not infer any right on the Customer to challenge the Suppliers charges nor enter negotiations on any final amount charged to the Customer.
Termination of this Agreement for whatever reason shall not operate to affect any provisions that expressly or by implication survive termination.
General Data Protection Regulations: Compliance and Further Information
Compliance with law
Each Party shall comply and shall (at its own expense unless expressly agreed otherwise) ensure that in the performance of its duties under this Agreement, its employees, agents and representatives will comply with all applicable laws and regulations, provided that neither Party shall be liable for any breach to the extent that such breach is directly caused or contributed to by any act or default of the other Party or its employees, agents and representatives.
No partnership or agency
The Parties are independent businesses or persons and are not partners, principal and agent or employer and employee and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the Parties shall have, or will represent that it has, any authority to make any commitments on the other Party’s behalf.
Survival
Any clauses in this Agreement that are expressly stated, or by implication intended, to apply after termination of this Agreement shall continue in full force and effect after such termination.
Variation
No variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and duly signed or executed (as the case may be) by, or on behalf of, each Party.
Severance
If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.
If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion, the Parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision in place of the provision so deleted.
Waiver
No failure, delay or omission by either Party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.
Notices
Any notice given by a Party under this Agreement shall:
be in writing and in English;
be signed by, or on behalf of, the Party giving it; and
be sent to the relevant Party at their last known address.
Notices may be given, and are deemed received:
by hand: on delivery;
by pre-paid first-class post: on the second Business day after posting;
by pre-paid airmail: on the seventh Business day after posting; and
by facsimile: on receipt of a transmission report from the correct number confirming uninterrupted and error-free transmission; and
by email provided confirmation is sent by pre-paid first class post, airmail post: on receipt of a delivery email from the correct address 24 hours from delivery if sent to the correct email address and no notice of delivery failure is received.
All references to time are to the local time at the place of deemed receipt.
This clause does not apply to notice given in legal proceedings, arbitration or other dispute resolution proceedings.
Assignment and subcontracting
The Supplier may sub-contract in any manner any or all of its obligations under this Agreement.
Non-solicitation
Without the other's prior written consent, the Customer will not, during or for six months from expiry of this Agreement, directly or indirectly:
approach, employ or solicit, or
enter into an agreement for the provision of services, on a self-employed basis, with,
any person who has, during the previous 12 months, been an employee of or supplier of the services to the Customer.
If the Customer breaches this clause, it will pay to the Supplier a referral fee equal to the gross payment contracted under the new contract between such Party and the person or supplier concerned. The Parties acknowledge that this represents a genuine pre-estimate of the loss likely to be suffered through breach of this clause.
If the periods stated under clauses 15.9.1 or 15.9.2 (or both) are held by a court or tribunal of competent jurisdiction to be void or unenforceable, but would be valid and enforceable if certain words were deleted or the length of the period reduced, such provisions will apply with such modification as required to make them valid and enforceable.
Rights of third parties
A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Agreement.
Handling and Processing of your Information, Data and Sensitive Personal Data
Consent
By entering into this contract for the supply of services you are providing your informed consent for us to undertake all necessary processing of your information, data and sensitive personal data including data consisting of information as to racial or ethnic origin, political opinions, religious beliefs or other beliefs of a similar nature, membership of a trade union (within the meaning of the Trade Union and Labour Relations (Consolidation) Act 1992), physical or mental health or condition, details relating to sexual life, details relating to the commission or alleged commission of any offence, or details of any proceedings for any offence committed or alleged to have been committed, the disposal of such proceedings or the sentence of any court in such proceedings.
Payment for services in the event of revocation of consent
This consent is necessary in order to undertake the services provided by us as stipulated in this contract. You are free to revoke your consent to the processing of your Information, Data and Sensitive Personal Data at any time. However, in those circumstances we may be unable to continue to provide the services we have been engaged to provide you with. In such circumstances, where any amount of partial, significant or full performance has been undertaken at the time of revocation of your permission, you are liable to pay for the proportion of work undertaken on your account and service (including costs and expenses incurred). For the avoidance of doubt, full work (and therefore cost) may already have been undertaken on your relevant visa, immigration, second passport or petition service or other agreed service provision, despite not having fulfilled the final action first requested by you. This reflects the disparate initial or front loading of work inherent in the provision of our service.
Examples of the type of data handling and processing we undertake in the provision of our services to you;
Transferring your personal data to countries or territories outside of the European Economic Area (EEA).
We may transfer your personal data to authorities or processors in countries or territories outside of the European Economic Area (EEA) in providing our services to you. However, such exchanges of your data will only be in provision of the requested services and be to official state and public bodies, agencies or carefully selected professional service providers or intermediaries.
Purpose: Use of your data will only be undertaken within the remit of and for the original purpose(s) for which it was collected unless the new purpose is compatible.
Retention of your information, data and sensitive personal data upon conclusion of our services to you.
We may, on the conclusion or agreed partial provision of our services to you, unless previously agreed with you in writing, retain all or some of your information and data including sensitive personal data, in line with our information and data retention policies and accompanying procedures. Retaining your data and information is to help us streamline our services to you in the case of repeat business from you in the future. We reserve the right to amend these from time to time in line with legislative obligations or commercial requirements.
We will not sell your personal information and data for any purpose. We will not pass on your personal information and data to any third parties for any purpose other than the remit under which can be reasonably expected by you in engaging us to provide the services to you.
In engaging our services you specifically agree to be bound by these policies on the understanding that these are guided by the commercial realities as well as the legislative obligations of the Company.