THE VIZZY WEBSITE TERMS AND CONDITIONS OF USE FOR BUSINESSES

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE VIZZY WEBSITE

Welcome to the VIZZY website (VIZZY.COM) and the online services of Thinking Sky Blue Limited. Thinking Sky Blue Limited trades as “VIZZY”. (“VIZZY” “we,” or “us”).

These Terms and Conditions of Use dated 20 July 2022 (“Effective Date”) constitute a legal binding contract (“Agreement”) between VIZZY and yourself (referenced by the terms “you” or “your”), which govern your access to and/or use of our VIZZY.COM website (“Our Site”), our Progressive Web Application (“Our App”) and your access to and/or use of any of our products, functions or services (“Our Services”) which you elect to use or purchase from us.

This Agreement applies to all persons and entities who visit, use or access Our Site, Our App and Our Services on behalf of companies or organisations or as companies or organisations in their own right (“Business Users”). By accessing Our Site and/or Our App and/or using our Services as a Business User, you signify that you have read, understood, and agree to be bound by the terms and conditions of this Agreement.

As a Business User, you can be

(A) A Visitor, browser who visits our site but does not register or engage with Our Site or

(B) A Registered User.

As a Registered User you have two main options of engagement with us which fall into the following categories:

Category 1

You can become a “VIZZY BUSINESS MEMBER” which involves:

(a) Purchasing Services from us, enabling you to use Our Site, including to search Individual Users and other businesses and to be found on Our Site. Additionally, you will be able to search your own staff and receive data insights about your own staff (Premium Users) (A Public VIZZY Business Member) or

(b) Purchasing Services from us, enabling you to use Our Site in relation to your own staff (Premium Users) ONLY and which gives you access to limited parts of Our Site, which preserves your privacy so that you cannot be found on Our Site and the VIZZY profiles you develop, including those of your staff remain private. Additionally, you will be able to search your own staff and receive data insights about your own staff (Premium Users). (A Private VIZZY Business Member).

Category 2

You can buy a “VIZZY HIRING PACKAGE” which involves you purchasing Services from us on a private and bespoke basis for the purposes of a hiring project or a hiring initiative. This means that you are registered to operate within a ringfenced part of Our Site for your internal purposes only, which involves you using Our Site only in relation to your own staffing arrangements and/or hiring initiatives or projects.

If you decide to become a Registered User you may decide to become a VIZZY Business Member or decide to purchase a VIZZY Hiring Package or you can elect to do both. In circumstances where you decide to purchase a VIZZY Hiring Package only, we can at our discretion give you limited access to our VIZZY Business Membership on a trial basis to give you an opportunity to experience the benefits that VIZZY Business Membership can offer.

By accepting to be bound by the terms and conditions of this Agreement, as a Business User you represent and warrant that you have full legal authority to enter into this Agreement and therefore, as a result, you are bound by the Terms and Conditions of this Agreement.

This Agreement incorporates:

(i) Our General Terms and Conditions of Use (Appendix A).

(ii) Our Terms and Conditions of Use for Business Users (Appendix B).

and

(iii) Our Privacy Policy.

In addition to these Terms and Conditions, specific Services that we offer, may have their own specific Terms and Conditions which you will be required to agree to when you sign up for those specific Services and before you can use them.

The reference to personal information in these Terms and Conditions refers to information personal to you (the Business User) and/or personal information capable of identifying any individual within your business.

In circumstances where you ask, recommend or instruct your staff to establish a VIZZY profile you must draw to their attention that our Terms and Conditions for Individual Users will apply to them and that they will be asked to confirm their agreement to those terms by us before they can use Our Site to develop and finalise their VIZZY profile.

We reserve the right to amend this Agreement (including all incorporated terms) at any time by notifying you through Our Site. Your continued use of our Services after any such change constitutes your acceptance of the revised Agreement. If you do not agree to any of the terms of this Agreement at any stage (whether they have been amended or not), you are not permitted to access or use Our Site or access or use any of our Services.

APPENDIX A

OUR GENERAL TERMS AND CONDITIONS OF USE

These General Terms and Conditions of Use set out the rules that apply to all Business Users of our website www.VIZZY.com (Our Site) or our Progressive Web Application (Our App)..

The issues covered in these General Terms and Conditions of Use are set out in the sections below.

1.Who we are and how to contact us.
2.By using Our Site you accept these terms.
3.There are other terms that may apply to you.
4.We may make changes to these terms.
5.We may make changes to Our Site.
6.We may suspend or withdraw Our Site.
7.We may transfer this agreement to someone else.
8.You must keep your account details safe.
9.How you may use material on Our Site.
10.Do not rely on information on Our Site.
11.We are not responsible for websites we link to.
12.User-generated content is not approved by us.
13.How to complain about content uploaded by other users.
14.Our responsibility for loss or damage suffered by you as an Individual User and consumer on Our Site.
15.Your use of Our Site – uploading your content and personal information. The rights you give us to use your content and personal information and the rights you give to other VIZZY users to search your content and personal information.
16.We are not responsible for viruses, and you must not introduce them.
17.Rules about linking to Our Site.
18.Which country's laws apply to any disputes?
19.Our Trademarks.

1. WHO WE ARE AND HOW TO CONTACT US

www.VIZZY.com is a site operated by Thinking Sky Blue Limited (“We”). We are registered in England and Wales under company number 12990046 and have our registered office at The Dairy, Manor Courtyard, Aston Sandford, Bucks, England, HP17 8JB. Our VAT number is 370464010.

We are a limited company, in the business of helping people present themselves professionally, through the use of our VIZZY product, brand and platform, which seeks to go beyond the CV and provides people with the opportunity to communicate about themselves, their personality and their experience in a new, refreshing way. We also use Our Site to assist Business Users to see their employees and colleagues in a different light and to use our Services for the purposes of searching talented people and conducting hiring initiatives and managing other people issues within their business.

To contact us, please email bizsupport@VIZZY.com

2. BY USING OUR SITE YOU ACCEPT THESE TERMS

By using Our Site, including, if you create a VIZZY business profile, you confirm that you accept these General Terms and Conditions of Use and that you agree to comply with them. Using Our Site includes, reading or browsing the content, taking an assessment (or facilitating this for your employees), creating a VIZZY business profile and/or interacting with Our Site in any way.

If you do not agree to all of these terms, you must not use Our Site.

If you decide to use Our Site, we recommend that you save a copy of these terms for future reference.

We particularly draw your attention to Section 15 below headed

“YOUR USE OF OUR SITE – UPLOADING CONTENT AND PERSONAL INFORMATION. THE RIGHTS YOU GIVE US TO USE YOUR CONTENT AND PERSONAL INFORMATION AND THE RIGHTS YOU GIVE TO OTHER VIZZY USERS TO SEARCH YOUR CONTENT AND PERSONAL INFORMATIONWe”

which explains how your information and information about other VIZZY Users may be used and searched for generally within Our Site.

3. THERE ARE OTHER TERMS THAT MAY APPLY TO YOU

These terms of use refer to the following additional terms, which also apply to your use of Our Site:

  • Our Privacy Policy. See further under “How we may use personal information.”
  • Our Acceptable Use Policy, which sets out the permitted uses and prohibited uses of Our Site. When using Our Site, you must comply with this Acceptable Use Policy.
  • Our Cookie Policy, which sets out information about the cookies on Our Site.

When paying for Services, you will be directed to the area of Our Site where those Services may be purchased and as part of any purchase you make you will be asked to agree to additional terms and conditions relevant to the specific purchases that you make.

4. WE MAY MAKE CHANGES TO THESE TERMS

We amend these terms from time to time. Every time you wish to use Our Site, please check these terms to ensure you understand the terms that apply at that time. These terms were most recently updated on 20 July 2022.

5. WE MAY MAKE CHANGES TO OUR SITE

We may update and change Our Site from time to time to reflect changes to our Services, our User's needs and our business priorities. We will try to give you reasonable notice of any major changes.

6. WE MAY SUSPEND OR WITHDRAW OUR SITE

Our Site is made available free of charge.

We do not guarantee that Our Site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of Our Site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

You are also responsible for ensuring that all persons who access Our Site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

7. WE MAY TRANSFER THIS AGREEMENT TO SOMEONE ELSE

We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under this Agreement.

8. YOU MUST KEEP YOUR ACCOUNT DETAILS SAFE

If you choose, or you are provided with, user identification code(s), password(s) or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms and conditions.

If you know or suspect that anyone other than you, knows your user identification code or password, you must promptly notify us at bizsupport@VIZZY.com

9. HOW YOU MAY USE MATERIAL ON OUR SITE

We are the owner or the licensee of all intellectual property rights in Our Site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from Our Site for your personal use and you may draw the attention of others within your organisation to content posted on Our Site.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors) as the authors of content on Our Site must always be acknowledged.

You must not use any part of the content on Our Site for commercial purposes without obtaining a licence to do so from us or our licensors.

If you print off, copy or download any part of Our Site in breach of these terms of use, your right to use Our Site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

10. DO NOT RELY ON INFORMATION ON THIS SITE

The content on Our Site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action, on the basis, of the content on Our Site.

Although we make reasonable efforts to update the information on Our Site, we make no representations, warranties or guarantees, whether express or implied, that the content on Our Site is accurate, complete or up to date.

11. WE ARE NOT RESPONSIBLE FOR WEBSITES WE LINK TO

Where Our Site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

We have no control over the contents of those sites or resources.

12. USER-GENERATED CONTENT IS NOT APPROVED BY US

This website may include information and materials uploaded by other Users of Our Site, including to bulletin boards and chat rooms. This information and these materials have not been verified or approved by us. The views expressed by other Users on Our Site do not represent our views or values.

13. HOW TO COMPLAIN ABOUT CONTENT UPLOADED BY OTHER USERS

If you wish to complain about content uploaded by other users, please contact us on bizsupport@VIZZY.com

14. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU AS A USER ON OUR SITE

  • We exclude all implied conditions, warranties, representations or other terms that may apply to Our Site or any content on it.
  • We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

    (a) the use of, or inability to use, Our Site; or

    (b) the use of or reliance on any content displayed on Our Site.

  • In particular, we will not be liable for: (i) loss of profits, sales, business, or revenue; (ii) business interruption; (iii) loss of anticipated savings; (iv) loss of business opportunity, goodwill or reputation; or (v) any indirect or consequential loss or damage.

15. YOUR USE OF OUR SITE – UPLOADING YOUR CONTENT AND PERSONAL INFORMATION. THE RIGHTS YOU GIVE US TO USE YOUR CONTENT AND PERSONAL INFORMATION AND THE RIGHTS YOU GIVE TO OTHER VIZZY USERS TO SEARCH YOUR CONTENT AND PERSONAL INFORMATION

Your participation in Our Site and decision to join the VIZZY community will involve you signing up to VIZZY and uploading your content and personal information. By signing up to VIZZY and uploading your content and personal information you acknowledge and agree THAT subject to the specific Services that you purchase from us:

  • We may use your personal information as set out in these terms and conditions and in our Privacy Policy and we will only do so on this basis. Your content and personal information will be used for the purposes of establishing your VIZZY account and for the purposes of adding your VIZZY personal details in order for you to use and benefit from the VIZZY Services that you have purchased.
  • Subject to receipt of your consent, automatic open access to search your content and personal information may be given to all other VIZZY Users which includes both Individual Users and Business Users. Your VIZZY content and personal details will therefore be discoverable by other Individual Users and Business Users. At the same time, you may be given the same access to search all other VIZZY Users (both Individuals and Businesses).
  • You may also be contacted by any of our VIZZY Individual Users and Business Users if you activate the contact facility. You can do this by clicking the “VIZZY Contact Button.”

Whenever you make use of a feature that allows you to upload content to Our Site, or to make contact, with other users of Our Site, you must comply with the content standards set out in our Acceptable Use Policy.

You warrant that if any such contribution does comply with those standards, you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer, as a result of your breach of warranty.

Any content you upload to Our Site will be considered non-confidential and non-proprietary. You retain, all of your ownership rights in your content, but you are required to grant us a limited licence to use, store and copy that content and to distribute and make it available to third parties. The rights you license to us are described below.

We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to Our Site constitutes a violation of their intellectual property rights, or of their right to privacy.

We have the right to remove any posting you make on Our Site if, in our opinion, your post does not comply with the content standards set out in our Acceptable Use Policy.

You are solely responsible for securing and backing up your content.

We do not store terrorist content.

16. WE ARE NOT RESPONSIBLE FOR VIRUSES AND YOU MUST NOT INTRODUCE THEM

We do not guarantee that Our Site will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programmes and platform to access Our Site. You should use your own virus protection software.

You must not misuse Our Site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to Our Site, the server on which Our Site is stored or any server, computer or database connected to Our Site. You must not attack Our Site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the UK 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.

17. RULES ABOUT LINKING TO OUR SITE

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to Our Site in any website that is not owned by you.

Our Site must not be framed on any other site, nor may you create a link to any part of Our Site other than the home page. We reserve the right to withdraw linking permission without notice.

The website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy. If you wish to link to or make any use of content on Our Site other than that set out above, please contact bizsupport@VIZZY.com

18. WHICH COUNTRY'S LAWS APPLY TO ANY DISPUTES?

As a Business User, these terms of use, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English Law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

19. OUR TRADEMARKS

All trademarks used on Our Site and used generally in our business including the trademark “VIZZY” together with the stylised typography of ‘VIZZY’ are trademarks of Thinking Sky Blue Limited whether registered, unregistered or pending registration. You are not permitted to use them without our approval, unless they are part of material you are using as permitted under How you may use material on Our Site.

APPENDIX B

OUR TERMS AND CONDITIONS OF USE FOR BUSINESS USERS

These Specific Terms and Conditions of Use set out the rules that apply to you if you are a Business User (Company or any other Organisation) of our website www.VIZZY.com (“Our Site”) or our Progressive Web Application (“Our App”) .

AGREED TERMS

Your attention is particularly drawn to the provisions of Clause 10 (Limitation of liability).

1. USING OUR SITE

As a Business User you may use Our Site as:

1.1.1A Visitor in which case our General Terms and Conditions of Use (Appendix A) will apply.
1.1.2

A Registered User (through purchasing a “VIZZY Business Membership” or purchasing a “VIZZY Hiring Package”) in which case our General Terms and Conditions of Use (Appendix A) will apply, and these Terms and Conditions of Use for Business Users (Appendix B) will apply.

Purchasing a VIZZY Business Membership will give you the opportunity to establish a Business Profile on Our Site, purchase User Licences, set up profiles and get access to candidates and data. The details of the Services you decide to purchase will be confirmed in the Contract between us (on-line or through a paper contracting process – see below).

Purchasing a VIZZY Hiring Package will assist you to run bespoke talent searches and will involve you posting a job on any website or platform but where the “Apply” button directs your candidates to a bespoke ringfenced private and exclusive area of Our Site. The Landing page within that ringfenced area will introduce your hiring initiative and explain to the applicant why you are using VIZZY as part of that particular hiring initiative. The applicant will be given the opportunity to continue with their application by creating their own VIZZY profile and completing their application with a view to capturing the applicant data that you want to see. The ringfenced private and exclusive area of Our Site will then present the data received for you to view, sort, compare and group.

The Agreement between us referred to in Clause 2 below (the Contract) and the guidance on Our Site both specify the basis on which you may use Our Site, whether you are a Visitor or a Registered User.

2. PLACING AN ORDER FOR SERVICES WITH US AND OUR CONTRACT WITH YOU

2.1How to place an order with us and our contract with you as a Business User.
2.1.1On receipt of notification from you that you are interested in purchasing our Services (which is done using the Business landing page on Our Site or through making direct contact with us) (an Order) the registration process regarding your purchase of our Services will begin.
2.1.2

Depending on the mix of Services you require (whether you elect to purchase a VIZZY Business Membership or want to use our VIZZY Hiring Package) which you will indicate to us as part of making your Order:

(a)

You will be guided through the on-line contracting process on Our Site which will confirm your Order. Your Order will only be accepted and the Contract between us confirmed once the process set out at Clause 3.5 is completed; or

(b)

We will prepare and issue a hard copy formal contract between you and us for signature by you, confirming your Order. Your Order will only be accepted and the Contract between us confirmed once the process set out at Clause 3.5 is completed. As soon as you have completed the on-line contracting process or signed and returned the hard copy formal Contract and the provisions of Clause 3.5 have been fulfilled, full sign-up instructions will be provided to you, and you will be able to commence using the Services through Our Site.

2.2In either case the Contract will refer to and incorporate our General Terms and Conditions of Use (Appendix A) and our Terms and Conditions of Use for Business Users (this Appendix B) and the additional terms referred to in Clause 3.3 below. All of these terms will apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.3The following additional terms also apply to your use of Our Site and are part of our Contract with you.
2.3.1Our Privacy Policy, which sets out how we will use your information.
2.3.2Our Acceptable Use Policy, which sets out the permitted uses and prohibited uses of Our Site.
2.3.3Our Cookie Policy, which sets out information about the cookies on Our Site and
2.3.4Any Service specific Terms included in your Contract.
2.4 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.5 Language. These Terms and the Contract are made only in the English language.
2.6 Your copy. You should print off a copy of your Contract, including all of the terms incorporated into your Contract as specified in this Clause 2 or save these details to your computer for future reference.

3. MORE DETAIL ABOUT PLACING AN ORDER FOR SERVICES WITH US

3.1If your Order is placed using our on-line contracting process you must follow the on-screen prompts. If your Order is placed by making direct contact with us, we will guide you through the paper contracting process. You may only submit an Order using the method set out on Our Site or by following the paper contracting process that we specify. Each Order is an offer by you to buy the Services specified in the Order subject to the terms of the Contract listed in Clause 2 above.
3.2Your Order may involve payment of a ‘one off’ or annual fee or a monthly subscription.
3.3 Correcting input errors. Our Order process allows you to check and amend any errors before submitting your Order to us. Please check the Order carefully before confirming it. You are responsible for ensuring that your Order is complete and accurate.
3.4Acknowledging receipt of your Order. After you place your Order (through the on-line process or using the paper contracting process), you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your Order has been accepted. Our acceptance of your order will take place as described in Clause 3.5.
3.5 Accepting your order.Our acceptance of your Order takes place when we send an email to you to accept it, either (i) as part of the on-line Ordering process or (ii) using the paper contracting process which requires the receipt by us from you of a signed copy of the hard form paper contract (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation and specified in the Contract between us. Subscription confirmations shall contain the following information:
3.5.1Your subscription ID;
3.5.2Confirmation of the subscription ordered including full details of the main characteristics of the subscription and paid content available as part of it;
3.5.3Fully itemised pricing for your subscription including, where appropriate, taxes, and other additional charges and
3.5.4The duration of your subscription (including the start date, and the expiry and or renewal date.
3.6 If we cannot accept your Order.If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your Order. If you have already paid for the Services, we will refund you the full amount.
3.7We undertake to make available to you on the terms of your Contract the paid content for which you subscribe but if you choose not to access or make any permitted use of some or all of that paid content or, for any reason not attributable to us, you are unable to do so, you will not be entitled to any refund.

4. CANCELLING YOUR ORDER

4.1You may cancel the Contract in relation to any specific Services that you have purchased provided you comply with the specific cancellation terms for the Services concerned. You cannot cancel the Contract once we have completed the Services.
4.2To cancel the Contract, you must complete our online cancellation form or notify us in accordance with the provisions of your hard copy contract. We will email you to confirm we have received your cancellation.
4.3If you cancel the Contract, we will refund you (to the extent that any refund is due) adopting the method that you used for payment. We may deduct from any refund due, an amount for the supply of the Services provided for the period up to the time when you gave notice of cancellation.

5. OUR SERVICES

5.1Compliance with specification. Subject to our right to amend the specification (see Clause 5.2) we will supply the Services to you in accordance with the specification for the Services appearing on our website at the date of your Order in all material respects.
5.2Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services, and we will notify you in advance of any such amendment.
5.3Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.
5.4Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.

6. YOUR OBLIGATIONS

6.1It is your responsibility to ensure that:
6.1.1the terms of your Order are complete and accurate;
6.1.2you co-operate with us in all matters relating to the Services;
6.1.3you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
6.1.4you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
6.1.5you comply with all applicable laws, in connection with your use of the Services;
6.1.6to the extent relevant you keep all of our materials, equipment, documents and other property (Our Materials) at your premises in safe custody at your own risk, and maintain Our Materials in good condition until returned to us, and not dispose of or use Our Materials other than in accordance with our written instructions or authorisation;
6.2If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 6.1 (Your Default):
6.2.1we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under Clause 14 (Termination);
6.2.2we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
6.2.3it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

7. CHARGES

7.1In consideration of us providing the Services you must pay our charges (Charges) in accordance with this Clause 7.
7.2The Charges are the prices quoted on Our Site at the time you submit an on-line Order or the prices quoted directly to you where the paper contracting process is followed.
7.3If you wish to change the scope of the Services after we accept your Order, and we agree to such change, we will modify the Charges accordingly.
7.4We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see Clause 7.7 for what happens if we discover an error in the price of the Services you ordered.
7.5Our Charges may change from time to time, but changes will not affect any Order you have already placed. We do reserve the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period.
7.6Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
7.7It is always possible that, despite our reasonable efforts, some of the Services on our site may be incorrectly priced. Where the correct price for the Services is less than the price stated on our site, we will charge the lower amount and if the correct price for the Services is higher than the price stated on our site, we will contact you in writing as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your Order.

8. HOW TO PAY

8.1Payment for the Services is in advance. We will take ‘one off’ payments in advance upon acceptance of your Order and will take subsequent payments (where you have committed to a subscription) monthly in advance.
8.2Payment for the Services is by direct debit. Your designated bank account will be charged automatically each month.
8.3We will send you an electronic invoice within seven days of the beginning of the month following payment. For any failed or cancelled payments, a £20 administration fee will be levied.
8.4If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under Clause 14 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 9.4 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
8.5We shall each pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

9. COMPLAINTS

If a problem arises or you are dissatisfied with the Services, please contact us on bizsupport@vizzy.com

10. INTELLECTUAL PROPERTY RIGHTS

10.1All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us.
10.2We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the deliverables specified in your Order (excluding materials provided you) for the purpose of receiving and using the Services and such deliverables in your business. You may not sub-license, assign or otherwise transfer the rights granted in this Clause 10.2.
10.3You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.

11. HOW WE MAY USE YOUR PERSONAL INFORMATION

11.1We will use any personal information you provide to us to:
11.1.1provide the Services;
11.1.2process your payment for the Services; and
11.1.3inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.
11.2We will process your personal information in accordance with our PRIVACY POLICY the terms of which are incorporated into this Contract.

12. LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

12.1We have obtained insurance cover in respect of our own legal liability for individual claims not exceeding £5,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover we have been able to arrange, and you are responsible for making your own arrangements for the insurance of any excess loss.
12.2Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
12.2.1death or personal injury caused by negligence;
12.2.2fraud or fraudulent misrepresentation; and
12.2.3breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
12.3Subject to Clause 12.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
12.3.1loss of profits;
12.3.2loss of sales or business;
12.3.3loss of agreements or contracts;
12.3.4loss of anticipated savings;
12.3.5loss of use or corruption of software, data or information;
12.3.6loss of or damage to goodwill; and
12.3.7any indirect or consequential loss.
12.4Subject to Clause 12.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total Charges paid under the Contract.
12.5The terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
12.6Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
12.7This clause 12 will survive termination of the Contract.

13. CONFIDENTIALITY

13.1We each undertake that we will not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by Clause 13.2.
13.2We each may disclose the other's confidential information:
13.2.1to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this Clause 13; and
13.2.2as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.

14. TERMINATION, CONSEQUENCES OF TERMINATION AND SURVIVAL

14.1Termination. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
14.2.1you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 7 days of you being notified in writing to do so;
14.2.2you fail to pay any amount due under the Contract on the due date for payment;
14.2.3you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
14.2.4you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
14.2.5your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
14.2Consequences of termination
14.2.1On termination of the Contract, you must return all of Our Materials and any deliverables specified in your Order which have not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you will be solely responsible for their safe keeping and must not use them for any purpose unconnected with the Contract.
14.2.2Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
14.3Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

15. EVENTS OUTSIDE OUR CONTROL

15.1We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
15.2If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
15.2.1we will contact you as soon as reasonably possible to notify you; and
15.2.2our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
15.3You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.

16. NON-SOLICITATION

You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of the Contract.

17. COMMUNICATIONS BETWEEN US

17.1When we refer to “in writing” in these Terms, this includes email.
17.2Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first-class post or other next working day delivery service, or email.
17.3A notice or other communication is deemed to have been received:
17.3.1if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
17.3.2if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
17.3.3if sent by email, at 9.00 am the next working day after transmission.
17.4In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
17.5The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

18. GENERAL

18.1Assignment and transfer
18.1.1We may assign or transfer our rights and obligations under the Contract to another entity.
18.1.2You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
18.2Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
18.3Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
18.4Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
18.5Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
18.6Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.