The Customer’s attention is particularly drawn to the provisions of clause 10.
The following definitions and rules of interpretation apply these Conditions.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Business Hours: the period from 9.00 am to 3.00 pm on any Business Day.
Conditions: these terms and conditions as amended from time to time.
Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.
Deliverables: all Documents, products and materials developed by Miss VirtualEA or its agents, subcontractors, consultants and employees in relation to the Services in any form, including but not limited to computer programs, data, reports and specifications (including drafts).
Document: includes, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.
In-put Material: all Documents, information and materials provided by the Customer relating to the Services, including but not limited to computer programs, data, reports and specifications.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Milestones: a date by which a part of the Services is to be completed, as set out in a Statement of Work.
Pre-existing Materials: all Documents, information and materials provided by Miss VirtualEA relating to the Services which existed prior to the commencement of a Statement of Work, including but not limited to computer programs, data, reports and specifications.
Services: the services to be provided by Miss VirtualEA as set out in a Statement of Work together with any other services which Miss VirtualEA provides or agrees to provide to the Customer.
Statement of Work: the detailed plan describing the Services and setting out a timetable (including any Milestones) and responsibilities for the provision of the Services agreed in accordance with clause 3.
VAT: value added tax chargeable under the Value Added Tax Act 1994.
1.2 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.3 Any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.4 A reference to writing or written includes email.
2.1 The Statement of Work constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
2.2 The Statement of Work shall only be deemed to be accepted both parties have agreed to it in accordance with clause 3.1 at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 Any samples, drawings, descriptive matter or advertising issued by MissVirtualEA, and any descriptions or illustrations contained on Miss VirtualEA’s website, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.5 Any quotation given shall not constitute an offer, and is only valid for a period of  Business Days from its date of issue.
3.1 Each Statement of Work shall be agreed in the following manner:
(a) the Customer shall provide Miss VirtualEA with a request for a Statement of Work, setting out the requirements and specifications of the services which it is requesting from Miss VirtualEA, including a description of what work is to be done, dates by which each stage of the work is to be started and finished, Deliverables, In-put Materials and such other information as Miss VirtualEA may request to allow it to prepare the draft Statement of Work;
(b) Miss VirtualEA shall, as soon as reasonably practicable, provide the Customer with a draft Statement of Work; or as otherwise agreed between the parties: and
(c) Miss VirtualEA and the Customer shall discuss and agree the draft Statement of Work. When it has been agreed, they shall both sign a copy of it. Or as otherwise agreed between the parties.
3.2 Once a Statement of Work has been agreed and signed in accordance with clause 3.1(c), no amendment shall be made to it except in accordance with clause 6 and clause 16.
4.1 Miss VirtualEA shall use reasonable endeavours to provide the Services and deliver the Deliverables to the Customer, in accordance with the Statement of Work in all material respects.
4.2 Miss VirtualEA shall use reasonable endeavours to meet any performance dates specified in the Statement of Work but any such dates shall be estimates only and time for performance by Miss VirtualEA shall not be of the essence of the Contract.
4.3 Miss VirtualEA shall use reasonable endeavours to observe, all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer’s premises and that have been communicated to it under clause 5.1(d), provided that it shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract.
4.4 Miss VirtualEA shall comply with any additional responsibilities as set out in the relevant Statement of Work.
5.1 The Customer shall:
(a) co-operate with Miss VirtualEA in all matters relating to the Services and appoint the Customer’s Manager in relation to the Services, who shall have the authority contractually to bind the Customer on matters relating to the Services;
(b) provide, for Miss VirtualEA, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer’s premises, office accommodation, data and other facilities as reasonably required by Miss VirtualEA;
(c) provide, in a timely manner, such In-put Material and other information as Miss VirtualEA may reasonably require, and ensure that it is accurate in all material respects;
(d) inform Miss VirtualEA of all health and safety rules and regulations and any other reasonable security requirements that apply at the Customer’s premises;
(e) ensure that all the Customer’s Equipment is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant United Kingdom standards or requirements;
(f) obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services before the date on which the Services are to start;
(g) comply with any additional responsibilities as set out in the relevant Statement of Work.
5.2 If Miss VirtualEA’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, Miss VirtualEA shall not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay.
5.3 The Customer shall be liable to pay to Miss VirtualEA, on demand, all reasonable costs, charges or losses sustained or incurred by Miss VirtualEA (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to Miss VirtualEA confirming such costs, charges and losses to the Customer in writing.
5.4 The Customer shall not, without the prior written consent of Miss VirtualEA, at any time from the date of the Contract to the expiry of 6 months after the completion of the Services, solicit or entice away from Miss VirtualEA or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of Miss VirtualEA in the provision of the Services.
5.5 Any consent given by Miss VirtualEA in accordance with clause 5.4 shall be subject to the Customer paying to Miss VirtualEA a sum equivalent to 20% of the then current annual remuneration of Miss VirtualEA’s employee, consultant or subcontractor or, if higher, 20% of the annual remuneration to be paid by the Customer to that employee, consultant or subcontractor.
6.1 If either party wishes to change the scope or execution of the Services, the Statement of Work shall be amended and agreed between the parties and shall provide written details of the impact which the proposed change will have on:
(a) the Services;
(b) the existing charges;
(c) the timetable of the Services; and
(d) any of the terms of the Contract.
6.2 Miss VirtualEA may, from time to time and without notice, change the Services in order to comply with any applicable regulatory or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Services.
7.1 Condition 7.2 shall apply if the Services are to be provided on a time-and-materials basis. Condition 7.3 and condition 7.4 shall apply if the Services are to be provided for a fixed price. The remainder of this condition 7 shall apply in either case.
7.2 Where the Services are provided on a time-and-materials basis:
(a) the charges payable for the Services shall be calculated in accordance with Miss VirtualEA’s standard hourly fee rate as amended from time to time;
(b) Miss VirtualEA’s standard hourly rates (as published from time to time) are calculated on the basis of an seven-hour day worked between 9.00 am and 3.00 pm on weekdays (excluding weekends and public holidays);
(c) Miss VirtualEA shall be entitled to charge its standard hourly rate (as published from time to time) plus [20%] for each hour worked outside the hours referred to in condition 7.2(b) on a pro-rata basis; or as agreed between the parties.
(d) Miss VirtualEA shall invoice the Customer monthly (on the last working day of the month) in arrear for its charges for time, expenses and materials (together with VAT where appropriate) for the month concerned, calculated as provided in this condition 7. Each invoice shall set out the time spent and provide a detailed breakdown of any expenses and materials, accompanied by the relevant receipts.
7.3 Where the Services are provided for a fixed price the total price for the Services shall be the amount set out in the Statement of Work. The total price shall be paid to Miss VirtualEA in instalments as set out in the Statement of Work on its achieving the corresponding milestone, or as agreed between the parties. All amounts due under the Contract shall be paid by the Customer to Miss VirtualEA in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). On achieving a milestone, Miss VirtualEA shall invoice the Customer for the charges that are then payable, together with expenses and the costs of materials (and VAT, where appropriate), calculated as provided in condition 7.4.
7.4 Any fixed price contained in the Statement of Work excludes:
(a) the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred in connection with the Services, and the cost of any materials or services reasonably and properly provided by third parties required by Miss VirtualEA for the supply of the Services. Such expenses, materials and third party services shall be invoiced by Miss VirtualEA at cost; and
(b) VAT, which Miss VirtualEA shall add to its invoices at the appropriate rate.
7.5 The Customer shall pay each invoice submitted to it by Miss VirtualEA in full, and in cleared funds, within 14 days of receipt.
7.6 Without prejudice to any other right or remedy that Miss VirtualEA may have, if the Customer fails to pay Miss VirtualEA on the due date Miss VirtualEA may:
(a) charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment; and
(b) suspend all Services until payment has been made in full.
7.7 Time for payment shall be of the essence of the agreement.
7.8 All payments payable to Miss VirtualEA under the agreement shall become due immediately on termination of the Contract, despite any other provision. This condition is without prejudice to any right to claim for interest under the law, or any such right under the agreement.
7.9 Miss VirtualEA may, without prejudice to any other rights it may have, set off any liability of the Customer to Miss VirtualEA against any liability of Miss VirtualEA to the Customer.
8.1 As between the Customer and Miss VirtualEA, all Intellectual Property Rights and all other rights in the Deliverables and the Pre-existing Materials shall be owned by Miss VirtualEA. Subject to clause 8.2, Miss VirtualEA licenses all such rights to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Deliverables and the Services. If the Contract expires or is terminated in accordance with clause 12, this licence will automatically terminate.
8.2 The Customer acknowledges that, where Miss VirtualEA does not own any of the Pre-existing Materials, the Customer’s use of rights in Pre-existing Materials is conditional on Miss VirtualEA obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle Miss VirtualEA to license such rights to the Customer.
9.1 Miss VirtualEA undertakes that it shall not at any time disclose to any person technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to Miss VirtualEA by the Customer, its employees, agents, consultants or subcontractors or of any member of the group of companies to which the Customer belongs and any other confidential information concerning the Customer’s business or its products which Miss VirtualEA may obtain, except as permitted by clause 10.2(a).
9.2 Miss VirtualEA may disclose the Customer’s confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Miss VirtualEA shall ensure that its employees, officers, representatives or advisers to whom it discloses the Customer’s confidential information comply with this clause 10; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
9.3 Miss VirtualEA shall not use the Customer’s confidential information for any purpose other than to exercise its rights and perform the Services under or in connection with the Contract.
9.4 All materials, equipment and tools, drawings, specifications and data supplied by the Customer to Miss VirtualEA shall, at all times:
(a) be and remain as between Miss VirtualEA and the Customer the exclusive property of the Customer;
(b) be held by Miss VirtualEA in safe custody at its own risk and maintained and kept in good condition by Miss VirtualEA until returned to the Customer; and
(c) not be disposed of or used other than in accordance with the Customer’s written instructions or authorisation.
10.1 Nothing in these Conditions shall limit or exclude Miss VirtualEA’s liability for:
(a) death or personal injury caused by its negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability which cannot be limited or excluded by applicable law.
10.2 Subject to clause 10.1, Miss VirtualEA shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of or damage to goodwill;
(f) loss of use or corruption of software, data or information; and
(g) any indirect or consequential loss.
10.3 Subject to clause 10.1, Miss VirtualEA’s total liability to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to the average annual charges (calculated by reference to the charges in successive 12 month periods from the date of the Contract) paid by the Customer under the Contract.
11.1 Without affecting any other right or remedy available to it, either party may terminate the Contract, without liability to the other in respect of such termination on giving not less than  days’ written notice to the other party.
11.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the agreement immediately without liability to the other if:
(a) the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts; has an order made against it for the appointment of an administrator; , or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation.
11.3 Without affecting any other right or remedy available to it, Miss VirtualEA may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than  days after being notified in writing to make such payment.
12.1 The termination of the Contract pursuant to clause 12 shall result in the automatic termination of all Statements at Work in place at the time of termination.
12.2 On termination or expiry of the Contract:
(a) the Customer shall immediately pay to Miss VirtualEA all of Miss VirtualEA’s outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, Miss VirtualEA may submit an invoice, which shall be payable immediately on receipt;
(b) the Customer shall, within a reasonable time, return all of any Pre-existing Materials and Deliverables. If the Customer fails to do so, then Miss VirtualEA may enter the Customer’s premises and take possession of them. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping; and
(c) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry; and
(d) clauses which expressly or by implication survive termination shall continue in full force and effect.
Miss VirtualEA shall not in any circumstances have any liability to the Customer under the agreement if it is prevented from, or delayed in, performing its obligations under the agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Miss VirtualEA or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
No failure or delay by a party to exercise any right or remedy provided under these Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
The rights and remedies provided under these Conditions are in addition to, and not exclusive of, any rights or remedies provided by law.
16.1 If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Conditions.
16.2 If any provision or part-provision of these Conditions is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
17.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
17.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions.
17.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Conditions.
18.1 The Customer shall not, without the prior written consent of Miss VirtualEA, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the agreement.
18.2 Miss VirtualEA may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the agreement. However, overall responsibility for the Services will remain with Miss VirtualEA at all times.
Miss VirtualEA may revise these terms and conditions at any time and shall notify the Customer in any such event.
20. No partnership or agency
Nothing in the agreement is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including without limitation the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
No one other than a party to the Contract, their successors and permitted assignees, shall have any right to enforce any of its terms.
22.1 Any notice or other communication given to a party under or in connection with this contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office; or sent by fax to its main fax number or sent by email to the party’s authorised representative.
22.2 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
The agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation non-contractual disputes or claims) are governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).