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Customer Terms and Conditions
Together Vision Technology Limited – Customer Terms and Conditions
Together Vision Technology Limited ("TVT") is a company which provides various technology-based services and software. These terms and conditions, together with the applicable Schedules, apply to all Software and/or Services supplied by TVT to the Customer. Each time the Customer purchases Software and/or Services through TVT, TVT shall agree with the Customer in writing a Proposal and/or a Change setting out the details of the Software and/or Services the Customer is to acquire. If the Customer proceeds with such purchase, the terms of this Agreement and the relevant Schedule(s) shall apply to the additional Software and/or Services the Customer has acquired. These terms and conditions, together with the applicable Schedules and the Proposal, Renewal Quotation or Change request, comprise the Agreement between the Customer and TVT for the supply of Software and/or Services.1. Definitions and Interpretation
1.1 The definitions and rules of interpretation in this clause apply throughout this Agreement.
Affiliate – in relation to a party, any entity controlling, controlled by or under common control with such party, and "control" shall have the meaning given to it in section 1124 of the Corporation Tax Act 2010.
Agreement – the contract made between the Customer and TVT for provision of Software and/or the Services, comprising these Conditions, the Schedule(s) relevant to the Software and/or Services purchased by the Customer from TVT, the Renewal Quotation(s), the Proposal(s) and, where applicable, any Change.
Change – any change the Customer requests to the Software and/or Services which both parties agree to make in writing, as set out in clause 5.
Conditions – these conditions and any Schedules applicable to the Software and/or Services purchased by the Customer and supplied by TVT.
Confidential Information – information belonging to or relating to a party's business affairs or activities which (i) has been labelled as such or identified as confidential information; or (ii) might reasonably be considered to be confidential given the circumstances of its disclosure or use, including (but not limited to) any documents TVT produces for the Customer as part of the Professional Services.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures – as defined in the Data Protection Legislation.
Customer Data – the data supplied by the Customer to TVT for the purpose of providing the Software and/or Services.
Customer – the customer whose details are contained in the Renewal Quotation, Proposal or Change, which may include the Customer's Affiliates where expressly specified.
Data Protection Legislation – means: (a) to the extent that the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; (b) to the extent that the EU GDPR applies, the law of the European Union or any member state of the European Union to which TVT or the Customer are subject which relates to the protection of personal data.
Deliverables – if applicable, the coding deliverables specifically written and developed for the Customer to enable the Customer to use the Software, excluding the TVT Software, as described in the Renewal Quotation, Proposal and/or any Change which TVT supplies to the Customer as part of the Professional Services.
EU GDPR – the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.
Enhancement Service – if applicable, the maintenance and update service provided to the Customer by TVT where the Customer has a perpetual licence to use the Microsoft Software and/or applicable Third Party Software. The Enhancement Service is included where the Customer purchases a subscription to use the Microsoft Software and/or applicable Third Party Software. Where the Customer has a perpetual licence, the Customer will be required to pay the Enhancement Fees in order to receive the Enhancement Service.
Enhancement Fees – where applicable, the fees payable by the Customer to TVT for the Enhancement Service.
Fees – the Professional Services Fees, the Subscription Fees, the Support Fees and/or the Enhancement Fees (as applicable) and any other fees agreed to be payable by the Customer to TVT for the Software and/or Services, as set out in the Renewal Quotation, Proposal and/or any Change.
Go Live Date – has the meaning given to it in paragraph 2.5 of Schedule 1.
Initial Annual Subscription Period – shall have the meaning given to it in paragraph 6.1.2 of Schedule 2.
Initial Subscription Period – shall have the meaning given to it in paragraph 6.1.1 of Schedule 2.
Intellectual Property Rights – all patents, copyright and related rights, trade marks, business names, rights in goodwill, the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of Confidential Information (including know-how) and all other intellectual property rights, registered or unregistered, which exist now or in the future in any part of the world.
Microsoft – Microsoft UK Limited.
Microsoft Software – the software products proprietary to Microsoft which TVT supply to the Customer, as an authorised Microsoft reseller partner, as agreed in writing between the Customer and TVT; and/or in respect of which the Customer already has an existing licence in place, which will be used as part of the System; subject always to the Customer agreeing to be bound by any applicable Microsoft Terms.
Microsoft Terms – the licence terms applicable to the Microsoft Software, which may be updated from time to time by Microsoft, a copy of which is available on request.
Professional Services – if applicable, any professional services which TVT provides to the Customer to supply the Software, Deliverables, System and/or Services pursuant to an applicable Renewal Quotation, Proposal or any Change, provided in accordance with these Conditions and the Professional Services Schedule below.
Professional Services Fees – the fees payable by the Customer to TVT for the Professional Services, as set out in the Renewal Quotation, Proposal and/or any Change.
Proposal – the proposal agreed by the parties in writing confirming the Services, Software, Deliverables and/or System to be supplied by TVT to the Customer, including the Fees payable for delivery thereof.
Renewal Period – where applicable, the period for which a Subscription and/or Service is to renew, as detailed in the relevant Schedule.
Renewal Quotation – the quotation sent to the Customer by TVT setting out the details for renewal of the Software and/or Services supplied by TVT to the Customer.
Services – the Professional Services and/or Support Services, as applicable.
Software – if applicable, the software applications which TVT supplies to the Customer, as detailed in the Renewal Quotation, Proposal or Change, which may include the TVT Software, Third Party Software and any other software applications listed in a Proposal and/or a Change, and as may be updated from time to time in writing.
Start Date – the date the Agreement starts, as detailed in the Proposal, or the date the Agreement renews, as detailed in the Renewal Quotation.
Subscription Fees – the fees payable by the Customer to TVT for the Subscriptions, and the Subscription Fees may include all or part of the Professional Services Fees where this is specifically set out in the Renewal Quotation, Proposal and/or any Change.
Subscription(s) – if applicable, the licences the Customer acquires through TVT for use of the Software on a subscription basis, as set out in the applicable Renewal Quotation, Proposal and/or any Change, and which shall be supplied subject to these Conditions and Schedule 2 below.
Support Fees – the fees payable by the Customer to TVT for the Support Services, as set out in the Renewal Quotation, Proposal and/or any Change.
Support Services – if applicable, the support services provided by TVT to the Customer under these Conditions and Schedule 3 below.
System – if applicable, the system provided by TVT to the Customer comprising the Software and the Deliverables.
TVT – Together Vision Technology Limited, company registration number 03896968.
TVT Software – any software proprietary to TVT which TVT licences to the Customer under this Agreement, including for the avoidance of doubt the software known as "Bevica".
Third Party Software – where applicable, any third party software applications which TVT supplies to the Customer pursuant to these Conditions, or in respect of which the Customer already has an existing licence in place which will be used on the System, subject always to the Customer and (where relevant) the Customer’s Affiliates agreeing to be bound by any Vendor Terms applicable to such third party software, which TVT shall notify to the Customer (where TVT arrange supply) or which the Customer has already agreed to (where the Customer has an existing licence in place). For the avoidance of doubt this includes the Microsoft Software.
UK GDPR – has the meaning given to it in Section 3(1) (as supplemented by Section 205(4)) of the Data Protection Act 2018.
Vendor Terms – the licence terms applicable to any Third Party Software, including the Microsoft Terms.
Working Day – a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
1.2 A reference to a statute or statutory provision is a reference to it as it is in force from time to time. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
2. Contract Information
A binding Agreement between TVT and the Customer shall be formed as follows.
New Customers
2.1 When a Customer requests TVT supply Software and/or Services to it, TVT shall prepare a Proposal or Change based on the Customer's requirements. Such Proposal or Change will be valid for 30 days from the date of issue.
2.2 By signing a Proposal or Change (as applicable), the Customer confirms it wishes to proceed with supply of the Software and/or Services subject to these Conditions including the applicable Schedules. When TVT acknowledge receipt of the Customer's signed Proposal or Change, such acknowledgement constitutes TVT's acceptance of the Proposal or Change, at which point a binding contract shall come into effect between TVT and the Customer in the form of the Agreement.
2.3 These Conditions shall apply to the Agreement to the exclusion of any other terms the Customer may seek to apply.
Renewing Customers
2.4 When a Customer is due to renew its Software and/or Services, TVT shall issue a Renewal Quotation to the Customer.
2.5 By either (a) confirming it wishes to proceed with the Renewal Quotation; and/or (b) paying the relevant Fees quoted in the Renewal Quotation, the Customer confirms it wishes to proceed with renewal of supply of the Software and/or Services subject to these Conditions including the applicable Schedules.
2.6 When TVT acknowledge receipt of the Customer's confirmation and/or renew supply of the Software and/or Services, a binding contract shall come into effect between TVT and the Customer in the form of the Agreement.
2.7 If there is any conflict between the documents forming the Agreement, the following order of priority shall apply:
2.8 Any Schedules which are relevant to the Deliverables, Software and/or Services TVT supplies to the Customer shall form part of the Agreement. If and when the Customer wishes to purchase additional Software and/or Services from TVT, the parties shall agree the detail of such supply in a Change and/or a Proposal. Once agreed and signed by the Customer, both parties shall be bound to supply/purchase the relevant Software/Services subject to this Agreement.
2.9 Each party's right to cancel the Software/Services is as detailed in the applicable Schedule. If a party cancels supply of any of the Software and/or Services in accordance with the terms of the relevant Schedule, that cancellation shall not operate to cancel any other Software/Services in place at that time, or operate to cancel this Agreement. However, if this Agreement is terminated by either party pursuant to clause 11, that termination will end this Agreement and all Deliverables/Software/Services supplied to the Customer shall cease unless specifically agreed otherwise by the parties in writing.
3. TVT Obligations
3.1 TVT will provide (as applicable) the Deliverables, Software, System and/or Services to the Customer subject to these Conditions and the applicable Schedules, and any applicable Change.
3.2 TVT shall use reasonable endeavours to meet any timings agreed in writing for delivery of the Deliverables, Software, System and/or Services, but such timings are not guaranteed.
3.3 The Services shall be supplied using reasonable skill and care and in a professional and diligent manner.
3.4 TVT reserves the right to alter the scope of the Software and/or Services to be supplied if this is necessary to comply with any changes in the law or regulatory requirements. However, if such alteration causes a material change to the Software and/or Services, TVT shall tell the Customer about the alteration in advance.
4. Customer Obligations
4.1 The Customer will:
4.1.1 co-operate with TVT and provide TVT with the documentation and information it reasonably requires to provide the System, Software and/or Services to the Customer;
4.1.2 if necessary, provide TVT and its employees and agents with access to the Customer premises and facilities where this is required by TVT to deliver the Software and/or Services, subject always to TVT complying with any health, safety and security policies and procedures notified to TVT in advance by the Customer;
4.1.3 obtain and maintain all necessary licences which may be required for operation of the Software and/or Services before the Start Date (excluding any licences which TVT is responsible for procuring on behalf of the Customer), and ensure it complies with the terms applicable to any such licences;
4.1.4 comply with all applicable laws.
4.2 If TVT cannot perform any of its contractual obligations because the Customer has not performed its contractual obligations (a Customer Default):
4.2.1 TVT may suspend supply of the Deliverables, Software, System and/or Services until the Customer remedies the Customer Default;
4.2.2 TVT will not be liable for any losses the Customer experiences because TVT has suspended supply; and
4.2.3 the Customer will reimburse TVT for any losses TVT experiences due to the Customer Default.
5. Changes
5.1 If the Customer wants to make a Change to the Deliverables, Software, System and/or Services, the Customer will inform TVT of its requirements in writing. TVT will consider the Customer's request and tell the Customer in writing if such Change can be achieved, including details of how the Change may impact the Fees, the timescales for delivery and any other relevant information.
5.2 The Customer shall promptly consider TVT's response and tell TVT in writing within 15 Working Days if it wants to proceed with the Change based on the details TVT have provided. If the Customer decides to proceed, TVT shall implement the Change.
6. Charges and Payment
6.1 The Fees shall be as specified in the relevant Renewal Quotation, Proposal and/or a Change or as otherwise agreed in writing by both parties, and shall be invoiced and payable as detailed in the relevant Schedule, the Renewal Quotation, Proposal and/or Change.
6.2 Invoices are payable within fifteen (15) days of the date of invoice. If an invoice is disputed, the Customer must promptly notify TVT before the invoice is due for payment.
6.3 Value added tax shall be added to invoices where applicable.
6.4 Unless the Customer has told TVT that it disputes an invoice, TVT may, where invoices are not paid on the due date, either:
6.4.1 suspend supply of the Deliverables, Software, System and/or Services by giving the Customer ten (10) Working Days' notice in writing, until payment of all outstanding invoices has been made; and
6.4.2 treat such non-payment as a material breach.
6.5 If payment of any undisputed invoice is overdue, TVT may, at its discretion, charge the Customer interest on such overdue sum under the Late Payment of Commercial Debts (Interest) Act 1998 from the due date of payment until the date of actual payment.
7. Confidentiality
7.1 Each party may be given access to Confidential Information by the other party to perform its obligations under the Agreement. A party's Confidential Information shall not be deemed to include information that:
7.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
7.1.2 was in the other party's lawful possession before the disclosure;
7.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; and/or
7.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence.
7.2 Subject to clauses 7.3 and 7.4, each party shall, for the duration of the Agreement and for five (5) years thereafter, hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of the Agreement.
7.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of this Agreement. Where applicable, so TVT can provide certain Services to the Customer which involve Third Party Software, TVT may need to share the Customer information and contact details with the Vendor(s) of third party software. The Customer hereby authorises such information sharing to the extent this is required.
7.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
7.5 TVT may publicise its involvement with the Customer.
7.6 TVT confirms that the Customer Data constitutes Confidential Information of the Customer.
8. Data Protection
8.1 The Customer shall own all right, title and interest in and to all of the Customer Data and will be responsible for ensuring it is accurate, correct, reliable and that legally the Customer is able to supply it to TVT so that TVT can provide the Software and Services.
8.2 Both parties will comply with Data Protection Legislation.
Processing Responsibilities
8.3 Both parties agree:
8.3.1 if TVT processes any personal data on the Customer's behalf when carrying out its obligations under the Agreement, the Customer is the controller and TVT is the processor of that personal data for the purposes of the Data Protection Legislation. The Annex below sets out the scope, nature and purpose of processing by TVT, the duration of the processing and the types of personal data and categories of data subject.
8.3.2 that where TVT is required to transfer or store the Customer’s personal data outside the EEA or the country where the Customer is located in order to provide the Software and/or Services under the Agreement, it will obtain the Customer’s written consent prior to any such transfer and will comply with the requirements of clause 8.5.2 when transferring such personal data. The third party processors referenced in the Proposal or Change are approved by the Customer for the purposes of this clause.
8.4 The Customer will ensure that it has all necessary appropriate consents and notices in place for the lawful transfer of personal data to TVT for the duration and purposes of the Agreement.
TVT processing obligations
8.5 When processing the Customer's personal data, TVT shall:
8.5.1 process that personal data in line with written instructions unless the laws of any member of the European Union and/or Domestic UK Law require TVT to process such personal data (Applicable Laws), in which case TVT shall tell the Customer before such processing unless those Applicable Laws prohibit TVT from doing so.
8.5.2 not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
(a) TVT have provided appropriate safeguards in relation to the transfer;
(b) the data subject has enforceable rights and effective legal remedies;
(c) TVT complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred;
(d) and TVT complies with the Customer's reasonable advance instructions when processing the Customer's personal data.
8.5.3 assist the Customer, at the Customer's cost, in responding to any request from a data subject and to enable the Customer to comply with its obligations under Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.
8.5.4 promptly notify the Customer if TVT becomes aware of a personal data breach affecting the Customer's personal data.
8.5.5 if requested in writing by the Customer, and on termination of the Agreement, delete or return the Customer’s personal data from TVT’s systems, to the extent technically possible, unless required by Applicable Law to store the personal data. In relation to the Microsoft Software, whilst the Customer has an active Subscription to use the Microsoft Software, the Customer can access, extract, or delete the Customer Data stored in the Microsoft Software. If the Customer’s Subscription to use the Microsoft Software ends or is terminated, the Customer Data stored in the Microsoft Software will be available to the Customer, in a limited-function account, for 90 days to enable the Customer to extract the Customer Data stored in the Microsoft Software. After the 90-day retention period ends, the Customer understands that Microsoft disables the Customer’s account and deletes the Customer Data. No more than 180 days after expiration or termination of the Customer’s Subscription to the Microsoft Software, Microsoft disables the account and deletes all Customer Data from the Customer’s Microsoft Software account. The Customer further acknowledges that once the maximum retention period for any data has elapsed, the data is rendered commercially unrecoverable, and the Customer will no longer be able to access the Customer Data; and
8.5.6 maintain records to demonstrate TVT has complied with its obligations under this clause 8 and tell the Customer promptly if, in TVT's opinion, the Customer's instructions relating to TVT's processing of the Customer's personal data infringe Data Protection Legislation.
8.6 The parties will each maintain in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, which are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage, having regard to the state of technological development and the cost of implementing any such measures.
8.7 The Customer consents to TVT appointing third-party processors of personal data under the Agreement. A list of such third party processors is available on request. TVT have entered or (as the case may be) will enter into a written contract with such third-party processors incorporating terms which are substantially similar to those set out in this clause. TVT shall remain fully liable for all acts or omissions of any third-party processor appointed by TVT pursuant to this clause.
9. Intellectual Property Rights
9.1 TVT and/or its licensors own all Intellectual Property Rights in the Software and/or any Deliverables supplied to the Customer.
9.2 TVT shall indemnify the Customer against any direct losses and/or liabilities the Customer incurs should a third party make a claim against the Customer alleging that the Customer's use of the TVT Software and/or the Deliverables infringes that third party's Intellectual Property Rights. If any third party makes such a claim (an IP Claim), the Customer must:
9.2.1 as soon as reasonably practicable, give TVT written notice of the IP Claim, providing reasonable details of the specifics of the IP Claim;
9.2.2 not admit any liability, or make any agreement or compromise in relation to the Claim without TVT's prior written consent;
9.2.3 give TVT and its professional advisers access to any relevant documents and records within the Customer's power or control, and/or access to its personnel, so as to enable TVT and its professional advisers to assess and defend the IP Claim;
9.2.4 and take such action as TVT may reasonably request to avoid, dispute, compromise or defend the Claim.
9.3 Nothing in this clause shall alter the Customer's general obligation under the law to mitigate any loss the Customer may suffer or incur in connection with a Claim.
9.4 The Customer understands and agrees that if it makes any suggestions or feedback in relation to the Software and/or System which TVT believes will be beneficial to and/or improve the operation of the Software, TVT may incorporate such suggestion and/or feedback into the Software and the Customer grants TVT a perpetual licence to use such suggestion or feedback in the Software on a royalty-free basis. The Customer confirms that it shall claim no rights over or claim any compensation in respect of TVT's use of the suggestion/feedback.
9.5 If an IP Claim arises, or TVT reasonably believes an IP Claim may arise, TVT reserves the right, at its discretion, to:
9.5.1 modify the Intellectual Property Rights which are the subject of the IP Claim to avoid an IP Claim, provided that the modified Intellectual Property Rights function in the same or substantially similar way as prior to the modification;
9.5.2 Replace the Intellectual Property Rights which are the subject of the IP Claim with equivalent functionality without charge to the Customer; and/or
9.5.3 Procure for the Customer a licence from the relevant claimant to continue using the relevant Intellectual Property Rights.
10. Limitation of Liability
10.1 Except as expressly and specifically provided in the Agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement.
10.2 Nothing in the Agreement excludes the liability of either party:
10.2.1 for death or personal injury caused by the other party's negligence;
10.2.2 or for fraud or fraudulent misrepresentation.
10.3 Subject to clauses 10.1 and 10.2:
10.3.1 neither party shall be liable to the other for any special, indirect or consequential losses suffered or incurred by the other due to a breach of the Agreement, which shall include (without limit) loss of profits, loss of business, damage to goodwill or loss or corruption of data; and
10.3.2 Except for the Customer's responsibility to pay undisputed Fees due to TVT, each party's total aggregate liability to the other for any claims arising in connection with the Agreement shall be limited to the Fees paid by the Customer during the 12 months immediately preceding the date on which the claim arose.
11. Term and Termination
11.1 The Agreement shall start or renew (as applicable) on the Start Date or the date the Proposal is acknowledged and accepted by TVT, whichever is earlier.
11.2 Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:
11.2.1 the other party commits a material breach of any other term of the Agreement and (if such breach is capable of remedy) fails to remedy that breach within thirty (30) days of being notified in writing to do so;
11.2.2 the other party suspends, or threatens to suspend, payment of its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; the other party enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation or reconstruction; a resolution is passed in connection with the winding up of the other party other than for the sole purpose of a scheme for a solvent amalgamation or reconstruction; an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given; the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; a creditor or encumbrancer of the other party attaches or takes possession of, or other such process is levied or enforced on or sued against, the other party's assets;
11.2.3 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 11.2.2; or
11.2.4 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
11.3 On termination of the Agreement for any reason:
11.3.1 TVT shall stop providing the Services to the Customer and invoice the Customer for all Fees due and/or incurred up to the termination date;
11.3.2 the Customer's right to use the Software shall end unless TVT agree specifically otherwise and unless a Vendor(s) notifies TVT in writing that they have arranged, directly or indirectly, for the Customer to continue accessing their Third Party Software;
11.3.3 TVT shall destroy the Customer Data in its possession; and
11.3.4 any rights, remedies, obligations or liabilities that have accrued up to the date of termination shall not be affected or prejudiced; and
11.3.5 any clauses which are intended to remain in effect after the date of termination or expiry shall remain in full force and effect.
12. Matters Beyond a Party's Control
If a matter arises which is outside the control of a party (such as a flood, fire, explosion etc.), that party will not be liable to the other if, as a result of the matter, it cannot meet its obligations under the Agreement. In such circumstances the party affected will tell the other what has happened, how long it is expected to last and what steps it is taking to resolve the problem.
13. Transfer of the Contract
Neither party can transfer its rights under this Agreement to another organisation without the prior consent of the other party (in writing), and consent will not be unreasonably withheld or delayed, except that either party may assign this Agreement, without the other's consent, to one of its Affiliates where such assignment takes place due to a reorganisation or restructure of that party's group of companies.
14. Anti-bribery and Modern Slavery
Each party shall:
14.1 comply with all applicable laws and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 and Modern Slavery Act 2015 (Ethics Laws); and
14.2 have and shall maintain in place throughout the term of the Agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010 and the Modern Slavery Act 2015, to ensure compliance with the Ethics Laws.
15. General
15.1 Each clause within this Agreement operates separately. If any court or relevant authority decides that a clause is unlawful, the remaining clauses will remain in full force and effect.
15.2 Waiver. If a party does not insist immediately that the other performs an action it is required to perform under this Agreement, or if a party delays in taking steps against the other where there has been a breach of this Agreement, such inaction will not mean that the party who has broken the Agreement can continue breaking the Agreement in the future, and it will not prevent that party taking steps against the other at a later date.
15.3 Rights of third parties. Unless the Agreement specifically states otherwise, any person or company which is not a party to the Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 (as may be amended in the future) to enforce any clause in the Agreement.
15.4 Entire Agreement. This Agreement and any other document referred to in it form the entire agreement between the parties. The Agreement replaces any earlier agreement, representation or discussion between the parties. A party is not liable to the other for any representation or statement unless it is contained in this Agreement.
15.5 Survival. If a clause is meant to continue to have effect after the Agreement has ended, such clause will continue to apply when the Agreement ends.
15.6 Changes. TVT may make changes, amendments or updates to the Agreement from time to time. Any such changes, amendments and/or updates shall take effect on the earlier of the parties agreeing to such change in writing or following renewal of the Software and/or Services by the Customer.
15.7 Mediation. If a dispute arises in relation to this Agreement, the parties will try to resolve it by discussion, negotiation and mediation before bringing a claim.
15.8 No Partnership or Agency. Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other.
16. Notices
All notices made pursuant to the Agreement must be made in writing (which shall include a notice given by email to a valid email address). Any written notice shall be sent postage prepaid by registered or recorded mail or reputable courier service, addressed to the other party's address stated above (as amended by written notice from time to time) and shall be marked for the attention of "The Directors". Unless otherwise provided in the Agreement, all notices shall be deemed as given two (2) Working Days after delivery, provided proof of sending can be supplied.
17. Governing Law and Jurisdiction
Any dispute or claim arising out of or in connection with this Agreement (including non-contractual disputes or claims) shall be governed by the laws of England and Wales and be subject to the exclusive jurisdiction of the courts in England and Wales.
Data Protection Annex – Processing, Personal Data and Data Subjects
1. Processing by TVT
The subject matter and duration of the processing of the personal data are set out in the Agreement and may include the provision of Deliverables, Software, the System and/or Services as required by the Customer. The processing shall continue for the duration of this Agreement. The nature of the processing will involve the storage of Personal Data, the processing of Personal Data in order to provide the Services and the ability to view Personal Data when remote access is granted for the purpose of providing the Services.
2. Types of Personal Data
This will be personal data held in the Customer systems which TVT are required to support, which may include:
Customer Information (Name, Address, Phone number(s), Email(s))
Vendor Information (Name, Address, Phone number(s), Email(s))
Prospect Information (Name, Address, Phone number(s), Email(s))
Employee Information (Name, Address, Phone number, Email, Birth date)
3. Categories of Data Subject
Customer
Vendor
Prospect
Employee
Schedule 1 – Professional Services Schedule
1. Professional Services
1.1 TVT shall supply the Professional Services to the Customer subject to the terms of the Proposal, this Schedule, the Conditions and any applicable Change.
1.2 TVT will endeavour to meet any timings requested by the Customer in writing (acting reasonably), but TVT do not guarantee any timings for delivery of the Professional Services.
1.3 Before TVT provide any Deliverables to the Customer, TVT will carry out appropriate tests on the Deliverables to ensure the Deliverables are in operable condition.
1.4 If the Customer wishes to cancel or postpone delivery of the Professional Services, the Customer needs to notify TVT at least 7 Working Days before the date TVT begin providing the relevant Professional Services. If the Customer does not give TVT the required notice, TVT will charge the Customer for the applicable Professional Services Fees.
2. Acceptance
2.1 Where applicable, promptly after the Deliverables and/or the System (or part thereof) have been provided to the Customer, the Customer shall carry out such acceptance tests as the Customer considers appropriate to verify that the Deliverables and/or System meet the Customer's requirements as set out in the Proposal and/or a Change (as applicable).
2.2 The Customer will confirm to TVT in writing once the Deliverables and/or System have passed the acceptance tests, at which point the Customer shall be deemed to have accepted the Deliverables and/or System. Notwithstanding this, the Customer will be deemed to have accepted the Deliverables and/or the System if:
2.2.1 the Customer uses the applicable Deliverable(s) and/or the System in a live operational environment;
2.2.2 the Deliverables and/or the System meet the acceptance criteria set out in the Proposal and/or a Change; or
2.2.3 the Customer fails to carry out the acceptance tests promptly (being within 10 Working Days of TVT making the Deliverables and/or System available to the Customer).
2.3 If any part of the Deliverables and/or System fail to meet the acceptance criteria, the Customer shall notify TVT in writing. TVT shall promptly endeavour to remedy the failure and resubmit the same to the Customer for re-testing.
2.4 If the Deliverables and/or System again fail to meet the acceptance criteria, the Customer may:
2.4.1 require TVT to correct the Deliverables and/or System again and resubmit for acceptance testing; or
2.4.2 accept the Deliverables and/or System subject to an adjustment in the Professional Services Fees as is appropriate given the nature of the failure.
2.5 The date the System is accepted by the Customer pursuant to this paragraph shall be the "Go Live Date".
3. Intellectual Property Rights
3.1 TVT own all Intellectual Property Rights in the Deliverables supplied to the Customer pursuant to the Professional Services.
3.2 In consideration of the Customer paying the Fees, TVT shall grant to the Customer a non-exclusive, non-transferable, perpetual licence to use the Deliverables for the Customer's own business purposes. For the avoidance of doubt, no Intellectual Property Rights in the Deliverables are transferred to the Customer.
3.3 The Customer:
3.3.1 will not sell, assign, lease, rent, loan, transmit, network or otherwise distribute or make available the Deliverables in any manner to third parties without TVT's prior written consent;
3.3.2 will use the Deliverables for its own business purposes only;
3.3.3 will take steps to keep the Deliverables secure and safeguard them from theft or from access by unauthorised persons;
3.3.4 shall not (and shall not permit any third party to) reverse engineer, decompile or disassemble the Deliverables in order to create a product or service which competes with TVT or in order to re-sell or offer the Deliverables for commercial gain; and
3.3.5 shall indemnify TVT against any loss or damage TVT may suffer as a result of the Customer's breach of this paragraph.
4. Charges
4.1 The Professional Services Fees shall be as set out in the Proposal and unless otherwise specified in the Proposal, shall be calculated on a time and materials basis based on TVT's standard hourly rates in force from time to time.
4.2 Subject to paragraph 4.3, TVT shall invoice the Professional Services Fees (including any agreed additional time) plus expenses incurred in delivering the Professional Services weekly in arrears unless otherwise agreed in writing.
4.3 The parties may agree to include the Professional Services Fees (or part thereof) in the Subscription Fees payable by the Customer. Where it is agreed that all or some of the Professional Services Fees will be payable as part of the Subscription Fees, then the payment terms set out in Schedule 2 shall apply (but only in respect of the Professional Services Fees the parties have agreed form part of the Subscription Fees).
4.4 TVT may increase its hourly rates no more than once in any twelve (12) month period.
4.5 The Professional Services Fees shall be invoiced and be payable in accordance with the Charges and Payment clause in the Conditions and in accordance with the payment terms detailed in the Proposal.
5. Warranties
5.1 TVT warrant that for three (3) months after acceptance the Deliverables will continue to function as they did on the Go Live Date.
5.2 Where the Customer has purchased Third Party Software, such Third Party Software will be warranted in accordance with the relevant Vendor Terms and the Microsoft Software will be warranted in accordance with the Microsoft Terms.
5.3 The warranties above will not apply where the System does not operate as it did on the Go Live Date due to:
5.3.1 the Customer not using the System as set out in the "Customer User Testing Scripts" and/or the Discovery Document;
5.3.2 external causes outside of TVT's control, including modifications or changes not performed by and/or approved by TVT; and/or
5.3.3 the Customer using the System in a manner which is not permitted in the Agreement.
5.4 TVT do not warrant that the operation of the System will be uninterrupted or error free.
6. Cancellation
The Professional Services shall commence on the start date specified in the Proposal, Change or as otherwise agreed in writing by the parties. Unless terminated earlier in accordance with the Term and Termination clause of the Conditions:
6.1 Where the Customer is paying the Professional Services Fees throughout the period the Professional Services are supplied, the Professional Services shall continue until they are completed or until either party notifies the other that it wishes to end the Professional Services by giving the other 90 days' notice in writing;
6.2 Where the Customer has agreed with the Supplier to pay all or part of the Professional Services Fees as part of the Subscription Fees for the Initial Subscription Period or the Initial Annual Subscription Period, then the Customer may cancel such Professional Services on 90 days’ notice in writing, but the Customer shall be obliged to pay all Subscription Fees due for the remainder of the Initial Subscription Period / Initial Annual Subscription Period (as applicable) prior to cancellation.
Schedule 2 – Subscription Schedule
1. Subscription
Where the Customer purchases a Subscription to use the Software, in consideration of the Customer paying the Subscription Fees, TVT grants the Customer a non-exclusive, non-transferable licence to use the Software elements comprised in the Subscription for its own business purposes for the term of the relevant Software Subscription. Where the Customer purchases a Subscription to use the Software, the Customer shall receive the Enhancement Service as part of their Subscription. For the avoidance of doubt, nothing in this paragraph operates to transfer any Intellectual Property Rights in the Software and/or any Third Party Software to the Customer.
2. Perpetual Licence
2.1 Where the Customer has a perpetual licence in place to use the Microsoft Software and/or any Third Party Software, the Customer has a right to use the Microsoft Software/applicable Third Party Software in accordance with and subject to the Microsoft Terms/Vendor Terms (as applicable).
2.2 Further, where the Customer wishes to use the Enhancement Service, the Customer shall be required to pay the Enhancement Fees.
3. Licence Conditions
3.1 The Customer:
3.1.1 will not sell, assign, lease, rent, loan, transmit, network or otherwise distribute or make available the Software comprised in the System in any manner to third parties without TVT's prior written consent;
3.1.2 will use the Software comprised in the System for its own business purposes only;
3.1.3 will take steps to keep the Software comprised in the System secure and safeguard it from theft or from access by unauthorised persons;
3.1.4 shall not (and shall not permit any third party to) reverse engineer, decompile or disassemble the Software comprised in the System in order to create a product and/or service which competes with TVT or in order to re-sell or offer the Software for commercial gain; and
3.1.5 shall indemnify TVT against any loss or damage TVT may suffer as a result of the Customer's breach of this paragraph.
3.2 Where TVT has arranged a licence for Third Party Software on the Customer's behalf, the Customer shall be granted a subscription to use such Third Party Software subject to the relevant Vendor Terms, which shall be made available to the Customer on request. The Customer's licence for such Third Party Software shall continue for as long as the Customer pays the Subscription Fees for such Third Party Software (excluding any Microsoft Software/Third Party Software in respect of which the Customer has a perpetual licence in place).
3.3 The Customer will permit TVT to have access to its records and computer systems so TVT can audit the Customer's use of the Software to check that the Customer is complying with this Agreement, the Microsoft Terms and the Vendor Terms, as applicable. Such access shall be subject to any conditions or restrictions which the Customer may reasonably place on TVT.
4. Charges
4.1 The Subscription Fee shall be as specified in the relevant Renewal Quotation/Proposal or as otherwise agreed in writing. TVT shall invoice the Subscription Fee in advance at the frequency specified in the Renewal Quotation/Proposal or as otherwise agreed in writing with the Customer.
4.2 The Subscription Fees shall remain fixed for the Initial Subscription Period/Initial Annual Subscription Period, as applicable, except for any part of the Subscription Fees which relate directly to Third Party Software. If a Third Party Software supplier notifies TVT of an increase in the licence costs attributable to such Third Party Software, TVT reserves the right to pass any such increase on to the Customer, subject to TVT giving the Customer sixty (60) days' notice of such increase. Subject to the foregoing, after the Initial Subscription Period/Initial Annual Subscription Period, as applicable, TVT may increase the Subscription Fee annually. TVT will give the Customer thirty (30) days' notice of any such increase. The increase in the Subscription Fees shall take effect on the next date of renewal.
4.3 If the Customer increases or decreases the number of users accessing the Subscription, TVT may increase or decrease the Subscription Fees by a proportionate amount. If the Subscription Fees are to be increased, the increase shall take effect at the time the Customer increases the number of licences. If the Subscription Fees are to be decreased, the decrease shall take effect from commencement of the next Renewal Period.
4.4 The Subscription Fees shall be invoiced and be payable in accordance with the Renewal Quotation/Proposal and the Charges and Payment clause in the Conditions.
5. Cancellation
5.1 The Customer understands that TVT makes Software available with different commitment periods (being three year commitments, annual commitments or monthly commitments):
5.1.1 Three Year Commitment: Where the Customer has purchased Software Subscriptions which have a minimum commitment term of three years (as specified in the Renewal Quotation, Proposal or Change), the initial subscription period for such Software Subscriptions shall be three years, the "Initial Subscription Period". Thereafter the Customer's Subscription for such Software shall renew annually for periods of twelve months or such longer period as may be specified in the Renewal Quotation, Proposal (each a Renewal Period). If the Customer wishes to end its Subscription for such Software, the Customer can do so by giving TVT forty-five (45) days' notice in writing. If the Customer cancels the Customer's Subscription before expiry of the Initial Subscription Period or Renewal Period (as applicable), the Customer shall be required to pay the Subscription Fees for the remainder of any Initial Subscription Period or Renewal Period (as applicable).
5.1.2 Annual Commitment: Where the Customer has purchased Software Subscriptions which have an annual term (as specified in the Renewal Quotation, Proposal or Change), the initial subscription period for such Software Subscriptions shall be one year, the "Initial Annual Subscription Period". Thereafter the Customer's Subscription for such Software shall renew annually for periods of twelve months or such longer period as may be specified in the Renewal Quotation/Proposal (each a Renewal Period). If the Customer wishes to end its Subscription for such Software, the Customer can do so by giving TVT forty-five (45) days' notice in writing. If the Customer cancels the Customer's Subscription before expiry of the Initial Annual Subscription Period or Renewal Period (as applicable), the Customer shall be required to pay the Subscription Fees for the remainder of any Initial Annual Subscription Period or Renewal Period (as applicable).
5.1.3 Monthly Subscription: Where the Customer has purchased Software Subscriptions which have no minimum commitment term, and which renew monthly, the Customer may cancel such monthly Software Subscriptions at any time by giving TVT 30 days' notice in writing, and such notice shall take effect at the end of the calendar month following expiry of such notice period.
5.2 TVT may terminate the Customer's Subscription by giving the Customer ninety (90) days' notice in writing, but such notice may not take effect until expiry of the Initial Subscription Period/Initial Annual Subscription Period or Renewal Period, as applicable.
5.3 On termination of the Agreement for any reason, the Customer's rights to use the Software comprised in the Customer's Subscription shall end unless TVT agree otherwise with the Customer in writing. This paragraph shall not apply in respect of any Microsoft Software and/or Third Party Software in respect of which the Customer has a perpetual licence.
Schedule 3 – Support Services Schedule
1. Interpretation
In addition to the definitions in the Conditions, the following definitions apply in this Schedule.
Error – any failure of the Software to perform as it did at the point the Software was accepted, and which is not outside the scope of the Support Services as detailed in paragraph 2.6.
Initial Support Period – shall have the meaning given to it in paragraph 4 below.
Support Quota – has the meaning given to it in paragraph 2.2 below.
Support SLA – TVT's support SLA for providing the Support Services as detailed in Annex 1 of this Schedule.
Support Start Date – has the meaning given to it in paragraph 2.1 below.
Working Hours – 9.00 am to 5.30 pm local UK time, each Working Day.
2. Support Services
2.1 In consideration of the Customer paying the Support Fees, TVT shall, from the Go Live Date or such other date as the parties may agree in writing (the "Support Start Date"), provide the Support Services to the Customer subject to the terms of the Agreement.
2.2 The Customer and TVT shall agree in writing (in the Renewal Quotation/Proposal or otherwise) the support pack and usage parameters which shall apply in respect of the Support Services, such usage parameters being the Customer's "Support Quota".
2.3 Where the Customer has a Support Quota in place, TVT shall notify the Customer if it is approaching the limit of its Support Quota. If the Customer exceeds the agreed Support Quota for the relevant period, then TVT shall invoice the Customer for such excess use at its hourly rates or the Customer may choose to increase its Support Quota, subject to the Customer paying the applicable Support Fees.
2.4 If the Customer does not use all its Support Quota in any month, it shall not be entitled to carry forward any unused Support Quota to the next month. The Support Quota will be monitored by TVT and the Customer may request usage updates at any time.
2.5 TVT shall provide the Support Services during Working Hours in accordance with the Support SLA. TVT may agree to provide the Support Services outside of these times subject to its prior written Agreement. The terms of any such additional support shall be detailed in the relevant Renewal Quotation/Proposal or as otherwise agreed in writing by the parties.
2.6 Depending on the Software in respect of which the Support Services are to be supplied, TVT may engage a third party to supply support in respect of any parts of the Software which comprise Third Party Software. If this is the case, TVT will notify the Customer in advance. Any support services provided by a third party shall be supplied subject to such third party provider's standard support terms, not the Support SLA.
2.7 TVT shall not provide Support Services:
2.7.1 if the Customer has modified or customised the Software without making TVT aware in advance and providing a reasonable level of documentation explaining the modification or customisation;
2.7.2 for any software other than the Software or any programs used in conjunction with the Software unless TVT has expressly agreed in writing to provide Support Services for such programs or software;
2.7.3 in respect of any Error which would be rectified by the Customer taking an upgrade of the Software (as applicable);
2.7.4 unauthorised use of the Software;
2.7.5 faults or capacity issues which are due to the equipment on which the Software operates;
2.7.6 use of the Software with an operating system which is not recommended by TVT;
2.7.7 if the Customer is using an outdated version of any Software being a version of the Software which is more than two versions older than the current version of such Software; and/or
2.7.8 in respect of any assistance required by the Customer following a major release and/or update by Microsoft or a Third Party Software vendor, unless agreed otherwise in the Proposal.
2.8 If an Error is excluded from the Support Services (as detailed above), TVT shall notify the Customer as soon as TVT become aware of this. TVT may agree to provide Support Services for such Error, but the Customer acknowledges that this may be subject to an additional charge, which TVT shall agree with the Customer in advance.
2.9 TVT shall provide Support Services remotely. If the Customer would like TVT to attend the Customer's site in order to resolve an Error, this may be subject to an additional charge. TVT shall discuss this with the Customer and agree any such charge with the Customer before any on-site visit takes place.
2.10 Where an Error relates to Software which has been supplied by a Vendor and TVT are unable to resolve the Error, TVT shall liaise with the Vendor to obtain a fix or workaround for the Error and implement such fix or workaround in the Software. The Customer accepts that where Support Services involve the input of a Vendor, the response times may be longer than those in the Support SLA, and TVT cannot be liable for delays involving a Vendor or any issues in the fixes or workarounds supplied by a Vendor.
2.11 The Customer shall maintain and secure its network connections to enable the Support Services to be supplied on a remote basis.
3. Charges
3.1 The Support Fee shall be as specified in the relevant Renewal Quotation/Proposal or as otherwise agreed in writing. TVT shall invoice the Support Fee in advance at the frequency specified in the Renewal Quotation/Proposal or as otherwise agreed in writing with the Customer.
3.2 TVT may increase the Support Fees annually. TVT will give the Customer sixty (60) days' notice of any such increase. The increase in the Support Fees shall take effect on the next date of renewal.
3.3 The Support Fees are payable as detailed in the applicable Proposal/Renewal Quotation.
3.4 The Support Fees shall be invoiced and be payable in accordance with the Proposal/Renewal Quotation and the Charges and Payment clause in the Conditions.
4. Cancellation
Unless terminated earlier in accordance with the Term and Termination clause of the Conditions, the Support Services shall continue for an initial period of twelve (12) months from the Support Start Date (the "Initial Support Period"). Thereafter the Support Services shall automatically renew for periods of twelve (12) months (each a "Renewal Period") unless either party gives the other no less than forty-five (45) days' notice to end the Support Services, such notice to take effect on the Renewal Date following expiry of such notice period.
Annex 1 – Service Level Agreement
1. Accessing the Support Services
The Customer may contact the Help Desk via the Support Portal, details of which shall be notified to the Customer in writing.
On contacting the support help desk, the Customer will be requested to provide the following:
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Caller Name and Email Address
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Company Name
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Full Description of Error
TVT's help desk adviser will establish the priority classification of each support request in consultation with the Customer.
2. Cases are prioritised as follows:
Priority 1 – Urgent: The System is down. A critical outage or severe incident causing complete loss of a core system or major data loss, with no workaround available. Business operations are halted or severely impacted. (Example: production ERP system is down for all users.)
Priority 2 – High: Time-critical business function out of action or malfunctioning (business critical). A major impairment to functionality. The System is up but operating in a significantly reduced capacity, or a key business process is broken. Workarounds may exist but productivity is seriously affected. (Example: A crucial business process that threatens the ability to process orders or collect money.)
Priority 3 – Normal: Non time-critical business function out of action or malfunctioning (standard issues). Non-critical functions are affected, or a moderate inconvenience is occurring, but business can continue. Often a workaround is available or only certain users are affected. (Example: A reporting feature is malfunctioning for one department, but others are unaffected and a temporary workaround exists.)
Priority 4 – Low: Non-Critical Request. A minor issue, general query, or cosmetic problem that does not materially impede business operations. Often includes "how-to" questions or small irritants (for example: minor UI bug or a request for information/documentation) and Change requests.
3. Priorities are actioned as follows:
Priority 1 – Urgent: Response from knowledgeable support consultant: 1 Working Hour. Status Updates within: 2 Working Hours. Escalate to Help Desk Manager within: 2 Working Hours. Endeavour to Resolve (Fix or Workaround) within: 1 Working Day.
Priority 2 – High: Response from knowledgeable support consultant: 2 Working Hours. Status Updates within: 4 Working Hours. Escalate to Help Desk Manager within: 4 Working Hours. Endeavour to Resolve (Fix or Workaround) within: 2 Working Days.
Priority 3 – Normal: Response from knowledgeable support consultant: 4 Working Hours. Status Updates within: 16 Working Hours. Escalate to Help Desk Manager within: 2 Working Days. Endeavour to Resolve (Fix or Workaround) within: 5 Working Days.
Priority 4 – Low: Response from knowledgeable support consultant: 5 Working Days. Status Updates within: 10 Working Days. Escalate to Help Desk Manager within: On Request. Endeavour to Resolve (Fix or Workaround) within: 2–3 Working Weeks.
4. Management of Support Requests
In order to fully diagnose the Error, TVT will need to recreate it on a test system.
5. Review Escalation
If the Customer has concerns about the progress of a Support Service issue, the Customer can raise its concerns with TVT by escalating to:
1. Customer Services Team Leader – Debbie Gibbs – dgibbs@tvision.tech
2. Head of Customer Engagement – Anne Graves Christensen – agchristensen@tvision.tech
3. CEO – Paul Wellingham – pwellingham@tvision.tech
(June 2026 Edition )