Terms and Conditions
Website Terms of Use
The Terms of Use of our website provides a basic outline of the ways in which visitors to our website are permitted by Visions4Health to access and use our website. Please read these terms and conditions carefully before using our service. Visions4Health may amend these Terms of Use at any time by posting the amended terms on the website. Please ensure that you check the website from time to time to review the then current Terms of Use. These Terms of Use were last updated in May 2024.
Terms of Use of Website
Below are our terms for the use of this Website, whether as a guest or a registered user – please read these terms carefully before using this Website.
These terms are an agreement (“Agreement”) between you and Visions4Health Ltd. about your use of this Website and the information contained in or available through this Website and should be read in conjunction with our privacy policy. If you do not agree to these terms in full please leave this Website and do not make use of our services. By remaining on this Website and/or making use of our services you are deemed to accept these terms in full. Our terms and our privacy policy are updated from time to time, e.g. to reflect changes in our services and this Website. Please return to these terms from time to time and note any changes, as they are binding on you. Protecting your privacy is very important to us: please review our privacy policy, which explains how we treat your personal information and protect your privacy.
1. Definitions
1.1 “visions4health.com ”, “Us”, “Our” and “We” all refer to this Website, or the owner of it, which Website belongs to Visions4Health Ltd. (company number 6239839), a private company registered in England and Wales with its registered office address at 173 The Avenue, Sunbury on Thames, Surrey, TW16 5EH whose main trading address is at 173 The Avenue, Sunbury on Thames, Surrey, TW16 5EH. Visions4Health is a trading name and registered trademark of Visions4Health Ltd.
1.2 “You” refers to you the visitor and, or customer.
1.3 “Website” means this website at visions4health.com
2. Access to Website
2.1 You can access all parts of this Website without having to register any details with us. This includes all articles, guides, news and product information pages within the Website.
2.2 It is for you to make the proper arrangements for you to access this Website. You are responsible for ensuring that all persons who access the Website through your Internet connection are aware of this Agreement, and that they comply with it.
2.3 Our Website is intended for people in the United Kingdom. Content available on our site may not be suitable or accessible from other countries. We may restrict the availability of our Website or our services or goods to any person or country at any time without prior notice. If you access our site from outside the United Kingdom, you do so at your own risk.
3. Use of Website and Services
3.1 Any material that is available free of charge on this Website you are permitted to use for your own personal use, but not for distribution (including sharing or making available for use by others by any means, whether free of charge or for payment) or resale. You promise that you will not resell or otherwise attempt to commercially benefit from the Website content.
3.2 All intellectual property (including without limitation copyright) in this Website and its content belongs to us or our licensors and are protected by copyright laws around the world. You have permission to print one copy and download extracts of any web page(s) from our Website for (a) your personal use and (b) to mention to colleagues in your organisation. You do not have permission to use any illustrations, photographs, video or audio files separately from any accompanying text. Our status (and that of any identified contributors) as the authors of material must always be acknowledged and you must not use the material on the Website in a derogatory manner.
3.3 Otherwise than in accordance with clause 3.1, no part of this Website may be used without our prior permission.
3.4 If, in breach of these terms of use, you print off, copy or download any part of our Website, then your right to use our Website and is contents is automatically revoked – you must then immediately destroy any copies you have made of any part of our Website.
3.5 We do not guarantee that our Website will be free from bugs or viruses or protected at all times against hacking. You are responsible for setting up your computer to access our Website and using appropriate firewall and virus protection software.
3.6 Our terms and conditions of supply will apply if you purchase services from our Website.
4. Site Uptime
4.1 We take all reasonable steps to ensure that this Website is available 24 hours every day, 365 days per year. However, websites do sometimes encounter downtime due to server and, other technical issues. Therefore we will not be liable if this Website is unavailable at any time. We do not guarantee that our Website, or any content on it, will be available uninterrupted. Access to our Website is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our site without notice. We will not be liable to you if for any reason our Website is unavailable at any time or for any period.
4.2 This Website may be temporarily unavailable due to issues such as system failure, maintenance or repair or for reasons beyond our control. Where possible we will try to give our visitors advance warning of maintenance issues, but shall not be obliged to do so.
5. Visitor Conduct
5.1 With the exception of personally identifiable information, the use of which is covered under our privacy policy, any material you send or post to this Website shall be considered non-proprietary and not confidential. Unless you advise us to the contrary, we will be free to copy, disclose, distribute, incorporate and otherwise use such material for any and all purposes.
5.2 When using this Website you must not attempt unauthorised access to our Website, the servers on which our Website or database are stored or any servers, computer or database connected to our site, and you shall not post or send to or from this Website any material:
5.2.1 for which you have not obtained all necessary consents;
5.2.2 that is discriminatory, obscene, pornographic, defamatory, liable to incite racial hatred, in breach of confidentiality or privacy, which may cause annoyance or inconvenience to others, which encourages or constitutes conduct that would be deemed a criminal offence, give rise to a civil liability, or otherwise is contrary to the law in the United Kingdom; or
5.2.3 which is harmful in nature, including, and without limitation, denial-of-service attacks, computer viruses, trojans, worms, logic bombs, corrupted data, or other potentially harmful software or data.
5.3 By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
5.4 We will fully co-operate with any law enforcement authorities or court order requiring us to disclose the identity or other details of any person posting material to this Website in breach of Paragraph 2.
5.5 If a third party alleges that content posted by you on our site is in breach of their intellectual property rights or their right to privacy, we may disclose your identity to such third party.
5.6 We reserve the right to remove any posting you make on our Website for any reason and without notice, but particularly if your post does not comply with these terms of use.
6. Links to and from Other Websites
6.1 Any links to third party websites located on this Website are provided for your convenience only. We have not reviewed each third party website and have no responsibility for such third party websites or their content. We do not endorse the third party websites or make representations about them or any material contained in them. If you choose to access a third party website linked to from this Website, it is at your own risk. We will not be liable for any loss or damage that may arise from your use of them.
6.2 If you would like to link to this Website, you may only do so on the basis that you link to, but do not replicate, any page on this Website, and subject to the following conditions:
6.2.1 you do not in any way imply that we are endorsing any services or products unless this has been specifically agreed to by us in writing;
6.2.2 you do not misrepresent your relationship with us or present any false information about us;
6.2.3 you do not link from a website that is not owned by you; and
6.2.4 your website does not contain content that is offensive, controversial, infringes any intellectual property rights or other rights of any other person or does not comply in any way with the law in the United Kingdom.
6.3 If you choose to link to our Website in breach of Paragraph 2 you shall fully indemnify us for any loss or damage suffered as a result of your actions.
7. Disclaimer and Exclusion of Liability
7.1 Our Website is made available free of charge. We take reasonable steps to ensure that the information on this Website is correct at the time of first publishing. However, we do not guarantee the correctness or completeness of material on this Website or the absence of inaccuracies, omissions or typographical errors. We may make changes to the material on this Website at any time and without notice, including corrections. The material on this Website may be out of date, or on rare occasions incorrect and we make no commitment to ensure that such material is correct or up-to-date. We are not liable to send you notice of any changes or corrections made.
7.2 The material at this Website is provided without any conditions or warranties of any kind. To the maximum extent permitted by law, we provide access and use of this Website on the basis that we exclude all representations, warranties and conditions which but for these Terms may have effect in relation to this Website.
7.3 All information and services are provided “as is” without warranty or condition of any kind. We disclaim all warranties and conditions with regard to this information and services, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.
7.4 Any information on the Website in many cases will be an abbreviated and simplified summary for general use or general guidance only, and is not a substitute for taking specific advice on your own situation from an appropriate expert. Before taking, or refraining from, any action on the basis of the content of our Website, you must obtain suitable advice from a professional or specialist.
7.5 You use the Website at your own risk – neither we, nor our agents, employees and sub-contractors, shall be liable to you or any other party for any losses or damages whatsoever or howsoever arising in connection with the website (whether under these terms and conditions or other contract or as a result of any misrepresentation, misstatement or tortious act or omission, including negligence).
7.6 Neither we nor any other party (whether or not involved in producing, maintaining or delivering this Website) shall be liability or responsible for any kind of loss or damage that may result to you or a third party as a result of your or their use of our Website. This exclusion shall include (without limitation) servicing or repair costs and any other direct, indirect or consequential loss, and whether in tort, contract or otherwise in connection with this Website.
7.7 We shall have no liability to any users for loss (whether in contract, tort, including without limitation negligence, breach of statutory duty or otherwise, and whether foreseeable or not) relating to:
7.7.1 use of, or inability to use, our Website; or
7.7.2 use of, or reliance on, the contents of our Website.
7.8 In addition if you are a business user, we will not be liable to you for:
7.8.1 lost profit or turnover;
7.8.2 interruption or disruption of your business;
7.8.3 your failure to make anticipated savings;
7.8.4 lost business opportunities or damage to your goodwill or reputation; or
7.8.5 indirect or consequential losses.
7.9 In addition if you are a client or partner, you agree not to use our site for any commercial or business purposes, and we shall have no liability to you for anything mentioned in Paragraphs 8.1 to 8.8.5.
7.10 We shall have no liability to you for any losses caused by a distributed denial-of-service attacks, computer viruses, trojans, worms, logic bombs, corrupted data, or other potentially harmful software or data that may damage your computer system, software and data from your use of our Website or your downloading of any content on it, or on any website linked to it.
7.11 Nothing in these Terms shall exclude or limit liability for (i) death or personal injury caused by negligence (as defined by the Unfair Contract Terms Act 1977); (ii) fraud; (iii) misrepresentation as to a fundamental matter; or (iv) any liability which cannot be excluded or limited under English law.
8. Miscellaneous
8.1 If any part of this Agreement is determined to be invalid or unenforceable under any applicable law, including, but not limited to, the above disclaimers and liability limitations, then the invalid or unenforceable provision will be deemed to be replaced by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement will continue in effect.
8.2 Unless otherwise specified, this Agreement constitutes the entire Agreement between you and us with respect to the use of the Website and it supersedes all prior communications and proposals, whether electronic, oral or written, between you and us with respect to the use of the Website.
8.3 You must not assign or otherwise transfer the Agreement, or any right granted under it, without our written consent. We can freely transfer our rights under the Agreement.
8.4 Any failure by us to enforce or exercise any provision of the Agreement, or any related right, will not be a waiver of that provision or right.
8.5 We may provide you with notices, including those regarding changes to the Agreement, by email, regular mail, postings on the Website, or other reasonable means now known or developed in the future.
9. Governing Jurisdiction
9.1 These Terms shall be governed by and construed in accordance with English law. Any dispute(s) arising in connection with these Terms are subject to the exclusive jurisdiction of the courts of England and Wales.
Business Terms and Conditions
Our business terms and conditions are the terms of the legal contract between Visions4Health and our customers for the supply of our services, and which regulates our business relationship. These Terms and Conditions of Business were last updated in October 2022.
1. Application of the Terms
1.1 These Terms apply to all Services carried out by Visions4Health Ltd a company incorporated in England and Wales with registered number 06239839 and whose registered office is at 173 The Avenue, Sunbury on Thames, Middlesex, TW16 5EH (V4H).
1.2 These Terms supersede all prior representations or arrangements, and contain the entire agreement between the parties in connection with the Services. All other terms and conditions, express or implied, including the Client’s terms and conditions of purchase, are excluded.
2. Definitions and Interpretation
2.1. In these Terms, the following words have the following meanings:
Client: the company or organisation that engages V4H to provide the Services;
Client Materials: all materials provided by the Client in relation to the provision of the Services;
Confidential Information: shall have the meaning given to it in Condition 8;
Deliverables: the content and materials provided or made available to the Client by V4H as described in a Proposal;
Fee: the fee for the Services agreed in a Proposal;
IP Claim: shall have the meaning given to it in Condition 7.2;
IP Rights: any patent, trade mark, registered design or any application for registration of the same, or the right to apply for registration of the same, any copyright or related rights, database right, design right, rights in trade, business or domain names or any similar or equivalent rights in any part of the world;
Proposal: a document agreed by the parties setting out the commercial requirements of the Client;
Services: the services described in a Proposal;
Third Party Costs: materials, the services of outside suppliers, venue hire costs, use of third party equipment, and other project expenses; and
Working Day: any day other than a Saturday, Sunday or public holiday in England.
2.2 Words in the singular include the plural and words in the plural include the singular.
2.3 Headings shall not affect the interpretation of these Terms.
2.4 References to Conditions are references to the Conditions of these Terms.
2.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.
2.6 Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party’s other rights and remedies.
2.7 Any phrase introduced by the words including or includes shall be construed as illustrative and shall not limit the generality of the related words.
3. Services
3.1 These Terms apply to all Proposals. Subject to Condition 6, no additions or alterations can be made to a Proposal unless agreed by both V4H and the Client.
3.2 Each of the parties shall nominate suitably qualified representatives to liaise with the other party on its behalf. The representative shall be the authorised agent of the relevant party, and the other party may rely on any instructions or directions provided by any such individual.
3.3 V4H operates as an independent contractor and nothing contained in these Terms shall be construed to imply that there is any relationship between the parties of employer/employee, partnership or of principal/agent.
3.4 V4H shall use its best endeavours to meet any timetable for provision of the Services agreed in writing, provided that time shall not be of the essence. The Client agrees that any delay by the Client including to provide Client Materials and/or by its representative to confirm instructions or directions under Condition 3.2 may affect V4H’s ability to meet any timetable.
3.5 V4H shall provide the Services to the Client with reasonable skill and care and all applicable laws and regulations.
3.6 V4H shall be entitled to sub-contract the provision of the Services as V4H deems reasonably appropriate, provided that V4H shall remain responsible for the provision of the Services.
3.7 V4H shall comply with all applicable laws, statutes and codes relating to anti-bribery, including the Bribery Act 2010. V4H shall maintain its own policies and procedures, including adequate procedures to ensure compliance with the Bribery Act 2010 and shall not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2, or 6 of the Bribery Act 2010.
4. Fees
4.1 The Fees cover all consultant time spent on the Services, whether at V4H’s premises, the Client’s premises or elsewhere. As is standard in professional consultancy, Third Party Costs are not included in the Fees and are charged at cost plus a reasonable charge to cover administrative costs.
4.2 Unless otherwise agreed in a Proposal, an invoice for 50% of the Fee will be issued on receipt of the Client’s purchase order or if the Client does not require a purchase order, on signature of the Proposal. The Client shall issue its purchase order within 30 days of agreement of the Proposal. Further invoices will then be issued monthly for the amounts corresponding to Fees and Third Party Costs incurred, and a balancing invoice will be issued on completion of the Services.
4.3 Unless otherwise agreed in a Proposal, the Client shall pay a properly drawn up invoice within 28 days of receipt in full (without any setoff, deduction or withholdings whatsoever), except for any Third Party Costs which may be due immediately on receipt of an invoice. If the Client fails to pay an invoice by the due date, V4H may:
(a) charge costs and interest on the amount overdue from the due date until the date of actual payment in accordance with the Late Payments of Commercial Debts (Interest) Act 1998;
(b) stop providing the Services; and/or
(c) require full payment in advance for the Services.
5. Client Obligations
5.1 The Client shall co-operate with V4H as V4H reasonably requires, including by providing relevant information and documentation, making available the facilities, resources, working space and staff specified in the Proposal and/or as V4H reasonably requires and instructing the Client’s staff and agents to co-operate and assist V4H.
5.2 The Client warrants, represents and undertakes that:
(a) nothing in the Client Materials is in breach of any law or regulation;
(b) the Client Materials shall not contain any content that is false or misleading;
(c) use of the Client Materials by V4H in order to provide the Services shall not infringe the IP Rights of a third party.
5.3 The Client grants to V4H a non-exclusive licence together with the right to sub-license to use, amend, reproduce and distribute the Client Materials in order to carry out the Services.
6. Cancellation and Postponement
6.1 If the Client wishes to cancel all or part of a Proposal, the Client shall give to V4H at least 10 days’ notice and the following provisions shall apply:
(a) V4H shall stop providing the Services;
(b) the Client shall pay all of the Fees for the Services carried out by V4H to the date of termination; and
(c) V4H shall use reasonable endeavours to cancel any Third Party Costs not yet incurred provided that if V4H is unable to do so, the Client shall pay all such Third Party Costs (plus a reasonable administration charge).
6.2 If the Client wishes to postpone all or part of a Proposal, it shall notify V4H in writing. V4H may at its sole discretion either agree to the postponement, and accordingly stop providing the Services and restart providing the Services on the agreed date or treat the Proposal as cancelled. In either situation, the payment provisions in Condition 6.1 (b) and (c) shall apply.
7. IP Rights
7.1 V4H hereby grants to the Client a royalty free, sub-licensable, non-exclusive, perpetual licence to use the IP Rights in the Deliverables for its reasonable business purposes.
7.2 V4H will defend as it determines any claim made or brought against the Client by a third party claiming that the Deliverables infringe the IP Rights of a third party (an IP Claim) except to the extent that such claim relates to use of the Client Materials. The Client must immediately give written notice of the IP Claim to V4H and give V4H full control of the defence and settlement of the IP Claim.
7.3 If V4H believes that an IP Claim could prevent the Client from receiving or using all or any part of the relevant Services or Deliverables, V4H may:
(a) procure the right for the Client to make continued use of the relevant Services and Deliverables;
(b) replace or modify the Deliverables so that they become non-infringing, as the case may be; or
(c) terminate the relevant Deliverables immediately on written notice, and refund any pre-payment in relation to such cancelled Deliverables.
8. Confidential Material
8.1 Confidential Material shall subject to Condition 8.2, mean any and all plans, forecasts, analyses, evaluations, research, technical information, business information, financial information, strategies, customer lists, marketing plans, or other information whether oral, in writing, in electronic form, or in any other form, disclosed by one party (the Disclosing Party) to the other (the Receiving Party) that is marked confidential or manifestly of a confidential nature.
8.2 Confidential Material shall not include any information which the Receiving Party can prove:
(a) is or becomes public knowledge through no improper conduct on the part of the Receiving Party and/or its personnel;
(b) is already lawfully possessed by the Receiving Party prior to first receiving it from the Disclosing Party, without any obligations of confidentiality; and/or
(c) is obtained subsequently by the Receiving Party from a third party without any obligations of confidentiality and such third party is in lawful possession of such information and not in violation of any contractual or legal obligation to maintain the confidentiality of such information.
8.3 The Receiving Party shall not use, copy or disclose to any third party any Confidential Material received from the Disclosing Party except that the Receiving Party:
(a) may use such Confidential Material to carry out its obligations and exercise its rights and obligations under these Terms; and
(b) disclose any part of the Confidential Material received from the Disclosing Party solely to the extent that it is legally required to do so pursuant to an order of a court of competent jurisdiction or governmental authority.
8.4 For the avoidance of doubt, V4H shall be entitled to disclose the Client’s Confidential Material to subcontractors engaged by V4H to perform the Services provided that the subcontractors agree to abide by obligations of confidentiality and non-use in respect of such Confidential Material.
8.5 The provisions of this Condition 8 shall continue for so long as either party has knowledge of any Confidential Material received or derived from the other party and shall, for the avoidance of doubt, survive termination of the Services.
9. Liability
9.1 Each of the parties acknowledges that, in entering into these Terms, it does not do so in reliance on any representation, warranty or other provision except as expressly set out in these Terms.
9.2 V4H expressly does not warrant that any result or objective whether stated in the Proposal or otherwise shall be achieved, be achievable or be attained in whole, in part or by any given date.
9.3 If any part of the Services are performed negligently or in breach of the provisions of these Terms then the Client’s sole remedy, to be exercised within 30 days of delivery of the Services in question, shall be to require V4H to deliver the Services again, always subject to the remaining provisions of this Condition 9.
9.4 V4H excludes any and all liability to the Client for:
(a) loss of profit;
(b) loss or corruption of data or information;
(c) business interruption;
(d) loss of business opportunity or anticipated saving;
(e) loss or damage arising as a result of any error, omission or inaccuracy in any Client Material;
(f) wasted expenditure; and/or
(g) any indirect or consequential or incidental loss incurred by the Client in connection with the Deliverables and/or the Services even if V4H has been advised of the possibility of such losses.
9.5 V4H’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance of the Proposal shall be limited to the total sums paid to V4H by the Client for the Proposal in question.
9.6 Nothing in these Terms shall operate to limit or exclude V4H’s liability for:
(a) death or personal injury resulting from negligence;
(b) fraud or fraudulent misrepresentation; and/or
(c) any other liability that cannot lawfully be excluded under English law.
10. Data Protection
10.1 In this clause, the terms controller, data subject, personal data, processor, process, processing, and personal data shall have the meaning given to them in the Data Protection Act 2018 (the Act).
10.2 If in providing the Services, V4H processes personal data for the Client, V4H shall:
(a) process the Client’s personal data only as necessary to provide the Service;
(b) only process the types of personal data, and only in respect of the categories of data subjects and types of processing agreed in the Proposal;
(c) co-operate with the Client, and promptly provide such information and assistance as the Client may reasonably require, to enable the Client to comply with its obligations under the Act taking into account the nature of the processing and the information available to V4H;
(d) comply with any request from the Client requiring V4H to amend, transfer or delete Client’s personal data or to restrict processing;
(e) except as permitted under the Act or in order to amend any errors or update the personal data, not modify, amend or alter the contents of the Client’s personal data;
(f) take and implement all such technical and organisational security procedures and measures necessary and appropriate which ensure a level of security to preserve the security and confidentiality of the Client’s personal data having regard to the types of personal data being processed;
(g) upon termination of the Service or as may be requested in writing at any time by the Client cease to use the Client’s personal data and at the Client’s discretion return the Client’s personal data and delete all copies of it to the extent commercially possible; and
(h) notify the Client if V4H becomes aware of any security breach affecting the personal data.
10.3 V4H shall permit the Client and/or its auditor to inspect and audit V4H’s activities under this Condition 10 during V4H’s working hours and on reasonable notice and co-operate and assist the Client or any regulator where the Client is required to deal or comply with any assessment, enquiry, notice or investigation by a relevant regulator so as to enable the Client to comply with all of its obligations as a controller which arise as a result of such an assessment, enquiry, notice or investigation.
10.4 The Client agrees that V4Hshall be entitled to process the Client’s personal data outside the United Kingdom, including through its sub-contractors, provided that V4H shall ensure that any processing that does take place, complies with the Act.
10.5 The Client warrants that it has the clear and explicit consent of all data subjects to provide the Client’s personal data to V4H to enable V4H to provide the Services.
11. Term and Termination
11.1 Without prejudice to any other rights or remedies which may be available to it, either party may give notice in writing to the other party terminating a Proposal with immediate effect if the other party:
(a) commits any material breach of any of these Terms and if such breach is capable of remedy fails to remedy that breach within 14 Working Days of being notified of the breach; or
(b) the other party enters into liquidation compulsorily or voluntarily or compounds with its creditors or has an administrator, receiver or administrative receiver appointed over all or any part of its assets or takes or suffers any similar action in consequence of debt (except where any action occurs for the purposes of reconstruction or amalgamation whilst solvent).
11.2 On expiry or earlier termination of a Proposal:
(a) V4H shall stop providing the Services;
(b) the Client shall pay all of the Fees for the Services carried out by V4H to the date of termination; and
(c) V4H shall use reasonable endeavours to cancel any Third Party Costs not yet incurred provided that if V4H is unable to do so, the Client shall pay all such Third Party Costs (plus a reasonable administration charge).
11.3 Termination of a Proposal shall not affect the accrued rights of the parties. Notwithstanding termination, the following Conditions shall remain in full force and effect:- Clauses 2 (Definitions & Interpretation), 7 (IP Rights), 8 (Confidential Material), 9 (Liability), 11.2, 11.3 (Consequences of Termination), 12 (Non-solicitation), 14 (General) and 15 (Dispute Resolution).
12. Non Solicitation
12.1 During the term of a Proposal and for a period of 12 months after, the Client shall not and shall procure that its associated companies shall not solicit or endeavour to entice away from or discourage from being employed by V4H any person who was engaged by V4H in the provision of the Services.
12.2 Nothing in Condition 12.1 shall prevent or restrict the Client from engaging an individual who responds to a general advertisement for employment published by or on behalf of the Client.
13. Force Majeure
13.1 For the purposes of this Condition 13, an event of Force Majeure means any event beyond the reasonable control of either party, including change in laws or regulations, war, invasion, armed conflict, terrorism, strike, lock-out, labour dispute, failure of suppliers or subcontractors, riot, civil commotion, accident, act of God, fire, flood and storm.
13.2 If a party is prevented, hindered or delayed from or in performing any of its obligations under these Terms by an event of Force Majeure, the affected party’s obligations under these Terms are suspended without liability while the event of Force Majeure continues and to the extent that it is prevented, hindered or delayed.
13.3 If performance of any obligation under these Terms is prevented, hindered, or delayed for more than 30 Working Days due to an event of Force Majeure either party shall be entitled to terminate these Terms on written notice to the other party.
14. General
14.1 Nothing in these Terms shall confer or purport to confer on any third party any benefit or the right to enforce any provision of these Terms under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
14.2 In respect of an agreed Proposal, no amendment or variation of these Terms shall be effective unless it is in writing and signed by the duly authorised representative of each of the parties. Otherwise, V4H shall be entitled to update these Terms from time to time.
14.3 The Client shall not without the prior written consent of V4H assign, transfer, charge, sub-contract or deal in any other manner with these Terms or its rights or obligations under these Terms or purport to do any of the same.
14.4 The failure or delay of a party to exercise or enforce any right under these Terms shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any time after.
14.5 If any part of these Terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of these Terms which shall remain in full force and effect.
14.6 Any notice given under these Terms shall be in writing and shall be served by delivering the notice personally, or pre-paid first class post to the address for each party set out on the Proposal or such other address as either party notifies to the other from time to time. Any such notice shall be deemed to have been received if delivered personally at the time of delivery and if delivered by first class post 48 hours from the date of posting.
15. Dispute Resolution
15.1 If a dispute arises between the parties in respect of the provisions of these Terms of Service, then within 7 (seven) days of the dispute arising, the dispute shall be escalated to a director or such other person of equivalent seniority as agreed between the parties. Within 7 (seven) days of escalation such nominated persons shall meet in a good faith effort to resolve the dispute.
15.2 If no resolution to the dispute so referred has been agreed within a further 21 days, then the parties will attempt to settle it by mediation in accordance with the Dispute Resolution (CEDR) Model Mediation Procedure. To initiate the mediation a party must give notice in writing to the other party to the dispute requesting mediation. Unless agreed between the parties, the mediator will be nominated by CEDR. The mediation will start no later than 7 days after the date of the notice. The commencement of mediation will not prevent the parties commencing or continuing court proceedings.
15.3 These Terms shall be governed by and construed in accordance with English law and each party hereby irrevocably submits to the exclusive jurisdiction of the English courts.