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Vero Holdings Ltd

(incorporating Vero Power Ltd, Vero Volts Ltd, Vero Renewable Engineering Ltd and Vero Distribution Ltd)

General Terms and Conditions for the Provision of Services

1. Services
1.1. The Supplier will perform the Services and the Customer will purchase the Services subject to these Conditions, which supersede any other terms which the Customer purports to apply or which are implied by trade, custom or course of dealing.  


1.2. On the terms and conditions set out in the Contract, the Supplier agrees to:
      1.1.1. install the Goods on the Customer's infrastructure to form the Solution; and
      1.1.2. carry out, in conjunction with the Customer, any agreed acceptance tests.

 

1.3. The Supplier supplies Services to business and trade customers only. For the avoidance of doubt, the Supplier does not supply the Services to consumers and the Customer acknowledges it is not acting in the capacity of a consumer.

 

1.4. If there is any conflict or inconsistency between: (i) the Confirmation; (ii) any Supplementary Terms; (iii) these Conditions; (iv) the Order; and (v) any documents referred to in these Conditions, the earlier listed document shall prevail over a latter listed document to the extent of the conflict or inconsistency.

2. Software, Tools and Documentation

2.1. If the Supplier develops any tools, software and/or documentation in the supply of the Solution to the Customer (including in relation to any configuration of software) any and all Intellectual Property Rights developed by or on behalf of the Supplier in those tools, software and/or documentation shall vest automatically upon their creation in the Supplier.

 

2.2. The Supplier does not warrant that any software it provides as part of the Services will operate uninterrupted or be error free.

3. Advertising and Promotional Material

Any charges, samples, drawings, advertising, promotional material, descriptions, performance figures or technical data, dimensions, samples, illustrations and similar information  or documentation contained in presentations, catalogues, brochures delivered, published or issued by the Supplier prior to the supply of the Services are intended merely to present a general introduction to the Services described and do not form part of the Contract.

4. Quotations, Orders and Specifications

4.1. A Quotation is an invitation to order the Services and is not an offer by the Supplier. Quotations are valid for the period specified within the Quotation, and if no such period is specified a Quotation shall be valid for thirty (30) days from the date of the Quotation (the “Validity Period”).

 

4.2. The Customer's Order is an offer to purchase the Services specified in the Quotation, subject to these Conditions. The Customer shall ensure that the terms of any Order (including any specification supplied by the Customer) are complete and accurate in all material respects.

 

4.3. No Order for the Services shall be deemed to be accepted by the Supplier unless and until a Confirmation is issued by the Supplier or (if earlier) the Supplier performs the Services in accordance with these Conditions.

 

4.4. Each Order gives rise to a Contract, and each Contract is separate from each other Contract.

 

4.5. Unless otherwise agreed, no Order may be cancelled by the Customer except with the Supplier’s written agreement and on terms that the Customer shall indemnify the Supplier against all Losses incurred by the Supplier as a result of the cancellation.

4.6. The Supplier reserves the right to make any changes in the Specification of the Services which do not materially affect their quality or performance.

5. Prices
5.1. Prices specified in a Quotation are valid only for the Goods and Services specified in the Quotation.

5.2. Prices stated exclude any applicable sales taxes.

5.3. If an Order is received by the Supplier within the Validity Period, the prices set out in the Quotation shall be fixed for the Fixed Price Period. If the Services are performed within the Fixed Price Period, the prices for the performance of the Services set out in the Quotation will apply. If the performance of the Services does not take place within the Fixed Price Period, the Supplier shall be entitled to vary the prices.

5.4. The Supplier may charge an increased Price when the cost of performing the Services increases for any reason which is beyond the reasonable control of the Supplier including, but not limited to, the Supplier’s increased costs of manufacturing or materials, or where the performance of the Services is varied or delayed due to any of the acts or omissions of the Customer including a failure to supply information or failure to supply information which is accurate in all material respects, delay in approving drawings and specifications or alteration of requirements or otherwise.

5.5. If and to the extent that, the Supplier is required to perform services which are in addition to any Services specified in an Order, the Customer shall pay the Supplier’s charges (at the Supplier’s then prevailing rates) and all costs and expenses suffered or incurred by the Supplier for such services performed by the Supplier. Payment shall be made by the Customer in accordance with this Condition 5.5.

6. Payment
6.1. Time for payment in respect of the Services shall be of the essence and payment shall be made in full and cleared funds to the Supplier or its nominee within thirty (30) days of the invoice date, unless otherwise agreed.

 

6.2. The currency of payment in respect of the Services will be GBP (Pounds Sterling) unless otherwise agreed.

6.3. The Customer shall pay the Supplier interest on overdue amounts in respect of the Services in accordance with the UK Late Payment of Commercial Debts (Interest) Act 1998 (or equivalent legislation) accruing on a daily basis until payment is made, after, as well as before, judgement.

6.4. Payment may not be refused or delayed by reason of any defect in the Goods or Services. The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.

 

6.5. Failure by the Customer to make payments in respect of the Services by the due date for payment in accordance with this Condition 6 shall entitle the Supplier to suspend performance of Services under the Contract or any other contract with the Customer, or to cancel any such contract with the Customer without penalty and without prejudice to any of the Supplier's rights.

 

6.6. If the performance of the Services is suspended or terminated for any reason and payment for such Services is due to the Supplier, the Supplier may raise an invoice in respect of the Services performed by the Supplier which the Customer shall pay by the due date for payment specified in such invoice.

7. Performance of the Services
7.1. Both parties shall perform their obligations under the Contract in accordance with any agreed time schedule and sequence of events for the performance of this Contract.

 

7.2. The Supplier shall use its reasonable endeavours to meet any agreed performance dates for the Services. The Customer agrees that any such dates shall be approximate only and time of performance of the Services is not of the essence.

 

7.3. It is a condition of the Contract that the Customer receives or arranges for the receipt or performance of the Services when performance is effected by the Supplier, and the Customer shall provide all necessary labour, materials, prepare the site, procure all licences and other authorisations required for the Supplier or its subcontractor (as appropriate) to perform the Services and take such other steps as the Supplier may reasonably require.

 

7.4. The Customer hereby grants the Supplier and its personnel full, safe and uninterrupted access, (including remote access, where appropriate), to the premises, systems, goods and the software of the Customer or any other entity as may reasonably be required for the purpose of performing its obligations under the Contract, in particular to perform the Services and inspect the Goods.

 

7.5. Where the Services are to be performed at the premises of the Customer or any other entity, the Customer shall provide or arrange for the provision of adequate working space for use by the Supplier’s personnel and take reasonable care to ensure their safety by notifying them in advance of any of the policies of the Customer or of any other entity which must be complied with on site.

 

7.6. The Supplier shall not be obliged to provide any Services, or shall be entitled to increase the Price of the affected Services, where the Supplier is reasonably required to perform additional work to gain access to the existing components in order to perform the Services.

 

7.7. The Customer shall: (i) co-operate with the Supplier in performing the Services and provide any assistance or information as may reasonably be required by the Supplier; (ii) make available a person familiar with the Goods and Services to liaise with the Supplier; and (iii) report faults promptly to the Supplier including a description of the fault, containing as much detail as possible, and of the circumstances at the time it occurred.

 

7.8. The Customer shall at all times ensure that appropriate environmental conditions are maintained for the Goods and shall take all reasonable steps to ensure that the Goods are used and handled by or on behalf of the Customer in accordance with the Supplier’s instructions.

 

7.9. The Supplier reserves the right to make any changes to the Services which are necessary to comply with any applicable Regulations or safety requirement, or which do not materially affect the nature or quality of the Services.

 

7.10. The Customer shall not postpone performance of the Services except with the prior consent of the Supplier.  Where the Supplier agrees to postpone performance of the Services at the request of the Customer, the Supplier is discharged from performing the Services where, to the extent, and for so long as the Customer has requested to postpone the Services and the Supplier shall be entitled to charge the Customer for the reasonable costs in connection with the postponement.

8. Risk and Property in Goods
1.1. Risk of loss or damage to the Goods shall pass to the Customer on acceptance of the Solution in accordance with Condition 11.

1.2. Until ownership of the Goods passes to the Customer in accordance with Condition 8.4, the Customer shall: (i) hold the Goods as the Supplier’s fiduciary bailee; (ii) maintain the Goods in satisfactory condition insured for their full price against all risks from the date of delivery (maintaining the proceeds of insurance on trust for the Supplier); (iii) notify the Supplier immediately if it becomes subject to an Insolvency Event; and (iv) give the Supplier such information relating to the Goods as the Supplier may require.

1.3. In order to verify the Customer’s compliance with its obligations and to exercise its rights under these Conditions, employees or agents of the Supplier shall be entitled without notice to enter the Customer’s premises or such other premises where the Goods are stored. Where the Goods are stored at a premises which is owned by a third party, the Customer shall use all reasonable endeavours to procure entry to such premises by the Supplier.

1.4. The Goods shall remain the property of the Supplier until the Supplier has received the payment of the Price. Upon receipt by the Supplier of the Price for the Goods from the Customer in cleared funds shall pass to the Customer.


9. Warranties for the Goods
1.5. The Supplier may pass on warranty terms for Goods which have been provided to it by its suppliers. Details of such warranty terms shall be referred to or set out in a Confirmation, or otherwise identified by the Supplier in writing.

1.6. The Supplier will liaise with the relevant supplier and organise the provision of any repair or replaced goods provided as part of such warranty, subject to an additional charge to cover the Supplier's reasonable costs.

1.7. The Supplier shall not be responsible for liaising with its suppliers under this Condition 9 if: (i) the Price has not been paid by the due date for payment; (ii) any defect in the Goods arises as a result of any information, drawing, instruction or specification supplied by the Customer; (iii) the Goods have not been used in conformity with the Specification and any instructions or other specification(s) provided by the Supplier; or (iv) the Customer or third parties make or perform changes, repairs, service work or troubleshooting in respect of the Goods without the prior written consent of the Supplier.

10. Warranties for the Services
10.1. Subject to Condition 11.6, and unless otherwise agreed, the Supplier warrants to the Customer that the Services will be performed using reasonable skill and care in accordance with the Specification.

 

10.2. The Supplier shall have no obligation to perform the Services where faults arise from: (i) items which enable the Supplier to perform its obligations under the Contract being missing or defective (including without limitation, electricity lines or cables, control or main fuses, energy supply, water or fire damage); (ii) use of software in combination with any equipment or software not provided by the Supplier, or any fault in any such equipment or software; or (iii) any delay in or breach or other failure of the Customer’s obligations under the Contract.

 

10.3. Where faults arise from: (i) failure to install or commission the Goods correctly (other than by the Supplier); (ii) misuse, incorrect use of or damage to the Goods; (iii) failure to maintain the necessary environmental conditions for use of the Goods; (iv) alteration, modification, repair or servicing of the Goods and/or software by any person other than the Supplier; or (v) relocation of the Goods and/or the software by any person other than the Supplier, the Supplier may (at its discretion) perform additional services which are in addition to any Services specified in an Order and the Customer shall pay for such additional work in accordance with Condition 5.5.

11. Acceptance, Defects and Remedies
11.1. The Customer shall accept all the Services which meet the requirements of Condition 10.1 in all material respects.

 

11.2. The Customer must notify the Supplier of Non-conforming Services by providing written notice to the Supplier within seven (7) days of completion of the relevant part of the Services or any agreed acceptance tests, whichever is later.

 

11.3. If the Supplier confirms to the Customer that it has a valid claim in relation to Non-conforming Services which has been notified to the Supplier under Condition 11.2, the Supplier shall re-perform Non-conforming Services at its own cost within a reasonable period of time. No representation or warranty is given by the Supplier that all faults will be fixed or will be fixed within a specified period of time.

 

11.4. The Contract applies to any services which are re-performed under Condition 11.3 as it applies to the Services.

 

11.5. The remedies set forth in this Condition 11 shall be the Customer’s sole and exclusive remedy for any Non-conforming Services supplied by the Supplier or failure by the Supplier to perform the Services, and the Supplier shall have no further liability to the Customer in respect thereof.

11.6. The Supplier shall not be liable under the warranty detailed at Condition 10.1 (or any other warranty, condition or guarantee) if: (i) the Price for the Services has not been paid by the due date for payment; (ii) the Services are provided based on inaccurate or misleading information provided by the Customer; (iii) the Services are provided in accordance with the instructions of the Customer; or (iv) the Customer is in breach of the Contract.

 

11.7. The Customer shall be deemed to have accepted the Services where the Customer has not notified the Supplier of a defect in Services in accordance with Condition 11.2.

12. Limitation of Liability
12.1. The following sets out the entire financial liability of the Supplier in respect of the following (each being an “Event of Default”): (i) a breach by the Supplier of the Contract; and (ii) a tortious act or omission (including negligence), breach of statutory duty, misrepresentation or misstatement, of the Supplier in connection with the Contract.

 

12.2. Nothing in the Contract shall operate to limit or exclude the Supplier’s liability for death or personal injury caused by its negligence, fraud, fraudulent representation or any other liability to the extent it cannot be excluded or limited by law.

 

12.3. Subject to Condition 12.2 and any specific limitations and exclusions under these Conditions and without prejudice any claims the Customer may have under a warranty, the Supplier’s total liability for all Events of Default arising from or in connection with the Contract shall not exceed an amount equal to the Price payable for the Services.

 

12.4. All warranties, conditions or terms not set out in the Contract and which would otherwise be implied or incorporated into the Contract by statute, common law or otherwise (other than as to statutory interest, or title to the Goods) are hereby excluded except to the extent they may not be excluded or limited by law.

 

12.5. Subject to Condition 12.2, the Customer acknowledges that any recommendations given by the Supplier as to the use, application, storage, handling or disposal of the Goods (whether before or after delivery) or the Services in sales or technical literature or in response to an enquiry or in any other form are provided in good faith and the Customer shall be responsible for assessing the suitability and appropriateness of such recommendations for itself and the Supplier shall not have any liability for such recommendations.

 

12.6. Subject to Condition 12.2, in no event shall the Supplier be liable, whether for breach of contract, any tortious act or omission (including negligence) or otherwise, under or in connection with the Contract for any Loss for which the Customer has assumed the risk under the Contract, loss of profit, loss of reputation, loss of business, revenue or goodwill, anticipated savings, loss or damage to data, or for any consequential or indirect loss, and regardless of whether the loss or damage would arise in the ordinary course of events, is reasonably foreseeable, is in the contemplation of the parties, or otherwise.

 

12.7. The Customer undertakes that it shall not bring any claim against any individual employee or officer of the Supplier in respect of or relating to the Contract.

12.8. The Customer shall only be entitled to bring a claim against the Supplier where the Customer issues legal proceedings against the Supplier within the period of six (6) months commencing on the date upon which the Customer ought reasonably to have known of its entitlement to bring a claim.

13. Intellectual Property Rights
All Intellectual Property Rights arising out of or in connection with the Services. The Customer warrants that any specification or other information provided by or on its behalf for use by the Supplier will not infringe the Intellectual Property Rights or other rights of any third party, and the Customer shall indemnify the Supplier from and against all and any Losses suffered or incurred by the Supplier (or its affiliates) arising out of or in connection with any such infringement or alleged infringement.

14. Termination
14.1. The Supplier may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the Customer if: (i) the Customer commits any breach of the Contract and (if capable of remedy) fails to remedy such breach within seven (7) days after being required by written notice to do so; or (ii) an Insolvency Event occurs in relation to the Customer.

 

14.2. The Customer may not, without the prior written agreement of the Supplier, terminate the Contract (in whole or in part) or make any variations to the Contract (including, without limitation, as to the quantity or type of the Goods or Services) once the Supplier has issued its Confirmation. If any termination or variation is agreed by the Supplier, the Supplier may vary its prices, timescales and any other terms accordingly and may charge a handling or other fee as it deems appropriate in its sole discretion.

 

14.3. Upon termination of the Contract for whatever reason, the Customer's right to receive the Services shall cease automatically with immediate effect and to the extent not already paid all charges for the Goods and/or the Services shall become immediately due and payable by the Customer to the Supplier.


14.4. Termination of the Contract does not affect: (i) the rights or liabilities of the parties which have accrued on or before termination; and (ii) the continuance in force of Conditions 8, 12, 13, 14, 15, 20 and 24 which survive termination of the Contract.

15. Indemnity
15.1. Except to the extent the Supplier may be liable to the Customer under the Contract, the Customer shall indemnify the Supplier against all and any Losses incurred by the Supplier:


      1.1.3. arising in connection with the Supplier’s use of any information, instructions, specifications, materials or products supplied by the Customer to the Supplier in respect of the Goods and/or the Services;


      1.1.4. toward a third party arising out of or in connection with the Goods supplied by the Supplier or their operation or use, or the performance of or use of the Services, and whether arising by reason of the negligence of the Supplier or otherwise (including any claims by customers of the Customer and any liability arising due to the use of the Goods for counterfeiting purposes);


      1.1.5. as a consequence of the Customer’s delay, breach or other failure to perform any of its obligations under the Contract; and/or


      1.1.6. as a result of or in connection with any act, failure to act or omission of the Customer which causes the Supplier to be in breach or delay or otherwise fail to perform its own obligations under any agreement it has entered into with the Customer in connection with the Goods, the Services, the Contract or otherwise.
 

2. Anti-Bribery
15.2. The Customer represents, warrants and undertakes that it shall:


      1.1.1. comply with all applicable Regulations relating to anti-corruption, anti-trust, anti-money laundering, anti-bribery (including but not limited to the Bribery Act 2010) or any other criminal laws relating to the activities contemplated by the Contract or any other agreement with the Supplier (“Relevant Requirements”);


      2.1.1. not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the UK Bribery Act 2010 if such activity, practice or conduct had been carried out in the United Kingdom, or equivalent legislation; and


      2.1.2. have and shall maintain in place throughout the term of the Contract its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and will enforce them where appropriate.

3. Data Protection
The Supplier and the Customer shall each ensure that it shall comply with the provisions and obligations imposed on it by applicable Data Protection Law.

4. Notices
Any notice required to be given by either party hereunder shall be made in writing (which shall include, for the avoidance of doubt, by e-mail). Where written notice is to be sent by post, it shall be dispatched to a party by first class registered or recorded delivery post at the respective registered office addresses of the relevant party (or another address as notified to each party in writing) and a scanned version should be promptly confirmed by e-mail.

5. Force Majeure
The Supplier shall have no liability if it is delayed, prevented or hindered in performing its obligations under the Contract due to circumstances beyond its reasonable control including, without limitation, acts of God, breakages of machinery, shortages of materials or utilites, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.

6. Confidentiality
15.3. Each party undertakes to the others that it shall keep confidential and shall not at any time disclose to any person any Confidential Information concerning the other party, except as permitted by Condition 20.2.

 

15.4. Each party may disclose the other party’s Confidential Information: (i) to its employees, officers, representatives or advisers who need to know such information. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party's Confidential Information comply with this Condition 20.2; and (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

 

15.5. No party shall use the other party's Confidential Information for any purpose other than to perform its obligations under the Contract.

 

15.6. Each party acknowledges that Confidential Information is valuable and that damages might not be an adequate remedy for any breach of this Condition 20 and accordingly a party will be entitled, without proof of special damage, to an injunction and other equitable relief for any actual or threatened breach of this Condition 20.

16. Entire Agreement
16.1. The entire agreement between the parties for the supply of the Goods and/or the Services consists of: (i) the Confirmation; (ii) any Supplementary Terms; (iii) these Conditions; (iv) the Order; and (v) any documents referred to in these Conditions or the Confirmation.

 

16.2. Each party acknowledges that it has not entered into the Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract.  Nothing in this Condition shall operate to exclude or limit the liability of a party for fraudulent misrepresentation.

17. General
17.1. Any member of the Supplier’s group of companies may perform any of the Supplier’s obligations (in whole or in part) or exercise any of its rights (in whole or in part) by itself or through any other member of its group.

 

17.2. Any services provided by the Supplier to the Customer or the Customer’s ultimate client (excluding, for the avoidance of doubt, any of the Services) shall be subject to the Supplementary Terms.

 

17.3. Except as provided pursuant to and in accordance with Condition 22.7, the Contract is personal to the Customer and the Customer shall not assign or transfer to any other person any of its rights or obligations under the Contract without the prior written consent of the Supplier.

 

17.4. The Supplier may assign, transfer or sub-contract all or any of its rights and obligations under the Contract to any other person without the consent of the Customer.

 

17.5. No failure or delay by the Supplier in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by the Supplier of any breach of the Contract by the Customer shall be effective unless in writing signed by a duly authorised officer of the Supplier and shall not in any event be considered as a waiver of any subsequent breach of the same or any other provision.

 

17.6. If any provision of these terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these terms and the remainder of the provision in question shall not be affected.

 

17.7. Except as provided by these Conditions, a person who is not a party to the Contract has no rights under the UK Contracts (Rights of Third Parties) Act 1999 or equivalent legislation (as may be amended, updated or replaced from time to time) to enforce any term of the Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

17.8. The rights of the Customer under the Contract are the Customer’s only rights relating to the subject matter of the Contract, and are to the exclusion of any other legal rights other than the right to claim damages for breach of contract which is not otherwise excluded by the Contract.

17.9. The rights and remedies provided under the Contract are cumulative and (unless otherwise provided in the terms of the Contract) are not exclusive of any rights or remedies provided by law or in the Contract.

18. Complaints
If the Customer has a complaint or a dispute with the Supplier with respect to any aspect of the Contract, and if it has complained to the Supplier by contacting the Supplier and the Supplier has been unable to resolve the complaint, the Customer may then be entitled to refer the complaint to an independent body for resolution. Following this complaints procedure does not affect the Customer’s right to take legal action.

19. Governing Law and Jurisdiction
The Contract is subject to the laws of England and the exclusive jurisdiction of its courts. Nothing in these Conditions shall limit the right of the Supplier to, at its discretion, take proceedings against the Customer in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

20. Definitions and Interpretation
20.1. In these Conditions, unless the context otherwise requires, the following definitions apply:-


“Conditions”
these terms and conditions and any special conditions included in a Confirmation or which may otherwise be agreed in writing between the parties;

 

“Confidential Information”
with respect to the Customer or the Supplier, all information and trade secrets relating to its business or customers which come into the possession of another party pursuant to the Contract, in any form;

 

“Confirmation”
an acknowledgement of an Order issued by the Supplier to the Customer;

 

“Contract”
includes, as the context requires, an agreement for the supply of Services (which may include the provision of Goods) established between the Supplier and the Customer in accordance with these Conditions;

 

“Customer”
the Customer identified in the Quotation and the Confirmation;

 

"Data Protection Law"
all applicable laws and regulations pertaining to the security, confidentiality, protection or privacy of personal data, as amended or re-enacted from time to time, including (without limitation and to the extent applicable) the European General Data Protection Regulation, namely Regulation (EU) 2016/679;

 

“Event of Default”
has the meaning given in Condition 12.1;

 

“Fixed Price Period”
a period of thirty (30) days following receipt of the Order, or such other period as the parties may agree in writing;

 

“Good Industry Practice”
in relation to any undertaking in any circumstances, the degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person in the same or similar circumstances;

 

“Goods”
the goods (including any components or parts) identified in a Confirmation;

 

“Insolvency Event”
each and any of the following in relation to the Customer or the Supplier (in each case, the “Relevant Party”): (a) any action (corporate or otherwise), legal proceedings or other procedure or step is taken by any person in any jurisdiction in relation to or with a view to: (i) the winding up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Relevant Party; (ii) the appointment of a liquidator, trustee in bankruptcy, receiver, administrative receiver, administrator, nominee, supervisor or similar officer in respect of the Relevant Party or any of its assets;  (iii) the enforcement of any security over any assets of the Relevant Party; or (iv) the attachment, sequestration, distraining upon or execution over or affecting any material asset of the Relevant Party, which in any case is not withdrawn or dismissed as soon as reasonably practicable;

 

“Intellectual Property Rights”
means any and all patents, trade marks, business names, copyright, moral rights, database rights, rights in designs, rights in inventions, and any and all other intellectual property rights, whether or not registered or capable of registration and whether subsisting anywhere in the world and including all applications and rights to apply for any of them together with all or any associated goodwill;

 

“Loss”
means all loss, damage, claims, cost and expense;

 

"Non-confirming Services"
Services which do not comply with Condition 10.1;

 

“Order”
means an order, for the purchase of the Services submitted by the Customer and accepted by the Supplier in accordance with Condition 4.3;

 

“Price”
the price of the Goods and/or the Services stated in the Confirmation or as may otherwise be agreed in writing between the Customer and the Supplier and any other sums due and payable under the Contract;

 

“Quotation”
a quotation provided by the Supplier to the Customer in relation to Goods and/or the Services;

 

"Ready for Service"
installed, tested and having passed or deemed to have passed any agreed acceptance tests;

 

"Services"
the services to be performed by the Supplier under the Contract (if any) as agreed in the Confirmation or otherwise in writing;

 

"Solution"
to be provided by the Supplier to the Customer under the Contract which shall consist of the Goods and any associated software;

 

“Specification”
the specification of the Goods and/or the Services referred to in a Confirmation or otherwise identified by the Supplier in writing;

 

“Supplementary Terms”
any additional terms and conditions applicable to the Goods and/or the Services, which are referred to or set out in a Confirmation or which are provided to the Customer by the Supplier;

 

“Supplier”
Vero Holdings Ltd, a company registered in England and Wales under company number 14355999, whose registered office is at Greenwells Quay, South Docks, Barrack Street, Sunderland, United Kingdom, SR1 2BU, being the supplier of the Goods and/or the Services under the Contract;

 

“Validity Period”
with respect to a Quotation, has the meaning set out at Condition 4.1;

20.2. References to: (i) a statutory provision includes a reference to any modification, consolidation or re-enactment or replacement of the provision from time to time in force and all subordinate instruments, orders or regulations made under it; (ii) “includes” or “including” shall be construed without limitation to the generality of the preceding words; (iii) “writing” means a method of reproducing words in a legible and non-transitory form, including e-mail; (iv) “indemnify” means to indemnify on demand and hold harmless on an after tax basis; (v)  the singular includes the plural and vice versa; (vi) one gender includes all genders; (vii) any document (including the Contract) shall be construed as a reference to that document as amended from time to time.

20.3. Condition headings do not affect their interpretation.

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