These Standard Terms & Conditions apply to goods and services supplied by VCEverywhere Limited, including where it trades as AVEverywhere. AVEverywhere is a trading division of VCEverywhere Limited and is not a separate legal entity.
1. Definitions and interpretation
1.1 “Accepted Quotation” means VCEverywhere’s written quotation, proposal, statement of work or other written scope and Charges which the Customer accepts, including by written acceptance, issuing a purchase order referring to it, instructing VCEverywhere to proceed, or permitting the Services to commence.
1.2 “Charges” means the charges for the Services and/or Goods set out in the Accepted Quotation, together with any properly chargeable additional costs, expenses, variations, cancellation charges or taxes.
1.3 “Conditions” means these Standard Terms & Conditions.
1.4 “VCEverywhere” means VCEverywhere Limited, a company registered in England and Wales under company number 07540795, including where it trades under the AVEverywhere name or through the AVEverywhere division.
1.5 “Contract” means the contract between VCEverywhere and the Customer comprising, in order of precedence: (a) any written variation expressly signed by both parties; (b) these Conditions; (c) the Accepted Quotation; (d) each Service Schedule expressly applicable to the Accepted Quotation; and (e) any other document expressly incorporated by the Accepted Quotation. A Customer purchase order is accepted for administrative purposes only. Any additional or inconsistent terms contained in or referred to by a Customer purchase order shall not apply unless expressly accepted in writing by an authorised representative of VCEverywhere.
1.6 “Customer” means the person, company or organisation purchasing the Services and/or Goods.
1.7 “Goods” means equipment, hardware, cabling, components, software or other physical items supplied by VCEverywhere under the Contract.
1.8 “Recurring Services” means support, maintenance, managed services, subscription services, SLA services or resourcing supplied for a continuing period.
1.9 “Services” means the professional, engineering, design, build, installation, project management, consultancy, resourcing, support, maintenance, managed and other services described in the Accepted Quotation.
1.10 “Site” means any location at which Services are performed or Goods are delivered.
1.11 “Working Day” means Monday to Friday, excluding bank and public holidays in England, between 09:00 and 18:00 UK time unless the Accepted Quotation states otherwise.
1.12 References to writing include email. “Including” and similar expressions are illustrative and do not limit the preceding words.
2. Formation and scope of the Contract
2.1 A Contract begins on the earlier of the Customer accepting an Accepted Quotation or VCEverywhere commencing the Services or procurement of Goods at the Customer’s instruction.
2.2 These Conditions apply to the exclusion of any terms the Customer seeks to impose or incorporate, including terms printed on, attached to or linked from a purchase order. VCEverywhere’s acknowledgement, performance against, invoicing of or reference to a Customer purchase order does not constitute acceptance of the Customer’s terms unless an authorised representative of VCEverywhere expressly accepts those terms in writing.
2.3 One-off professional services, project work, installations and ad-hoc engineering services have no minimum term unless expressly stated in the Accepted Quotation.
2.4 Recurring Services apply for the minimum period, renewal period and notice period expressly stated in the Accepted Quotation. No automatic 12-month minimum or renewal applies unless the Accepted Quotation expressly provides for it.
2.5 The Contract is non-exclusive unless expressly stated otherwise.
3. Performance of Services
3.1 VCEverywhere will perform the Services with reasonable skill and care expected of a competent audio-visual and technology services provider.
3.2 Dates and times are estimates unless the Accepted Quotation expressly states that time is of the essence. VCEverywhere will use reasonable endeavours to meet agreed attendance and completion dates.
3.3 VCEverywhere may use suitably qualified employees, contractors, subcontractors and service partners to perform any part of the Services without the Customer’s prior consent. VCEverywhere remains responsible for performance of its contractual obligations.
3.4 For resourcing services where personnel are supplied to work as part of the Customer’s or end customer’s team, the Customer is responsible for day-to-day direction, supervision, access, working environment and applicable site policies, while VCEverywhere remains responsible for its contractual obligations.
3.5 Unless named personnel are expressly required in the Accepted Quotation, VCEverywhere may substitute personnel with suitably qualified alternatives.
3.6 VCEverywhere may charge for work outside the agreed scope, out-of-hours work, repeat attendance where no fault attributable to VCEverywhere is found, and additional work reasonably required because information or conditions provided by the Customer were incomplete or inaccurate.
4. Customer responsibilities, Site access and delays
4.1 The Customer shall provide safe and timely access to the Site, relevant equipment, systems, networks, personnel, permits, inductions, information and approvals reasonably required to perform the Services.
4.2 The Customer shall ensure that the Site is safe and ready for the Services and that prerequisite electrical, network, structural, carpentry or other third-party works identified in the Accepted Quotation are complete.
4.3 VCEverywhere and persons acting on its behalf will comply with reasonable Site rules notified in advance, provided they do not materially conflict with the Contract or applicable law.
4.4 If VCEverywhere or its subcontractor cannot perform the Services because of circumstances attributable to the Customer, end customer or Site, including denied access, unavailable equipment or personnel, incomplete prerequisite works, unsafe conditions or Customer delay, VCEverywhere may charge for booked attendance, waiting time, travel, accommodation, aborted visits and reasonable additional costs.
4.5 The Customer shall provide requested decisions, information and approvals without undue delay. VCEverywhere is not responsible for delay caused by the Customer’s failure to do so.
5. Professional engineering and ad-hoc services
5.1 Engineer attendance is limited to the scope and duration stated in the Accepted Quotation. Additional time or work may be charged at the applicable agreed or prevailing rate.
5.2 Unless otherwise stated in the Accepted Quotation, cancellation or rescheduling of a confirmed attendance will be charged as follows: more than 2 Working Days before attendance – no labour cancellation charge; between 1 and 2 Working Days before attendance – 50% of the booked labour Charges; less than 1 Working Day before attendance, following engineer dispatch, or for an aborted visit attributable to the Customer, end customer or Site – 100% of the booked labour Charges.
5.3 Non-refundable travel, accommodation, transport, visa, permit, parking, toll or other committed third-party costs may be charged in addition to any cancellation charge.
5.4 Where an engineer is attending to diagnose a fault, VCEverywhere does not guarantee that the fault can be resolved during the first attendance, particularly where replacement parts, manufacturer support, third-party access or further investigation is required.
6. Installation and workmanship
6.1 Unless otherwise stated in the Accepted Quotation, VCEverywhere warrants its installation workmanship for 90 days from completion of the relevant installation.
6.2 If a defect directly caused by VCEverywhere’s workmanship is notified during the workmanship warranty period, the Customer shall give VCEverywhere a reasonable opportunity to inspect and remedy it. VCEverywhere’s primary obligation is to re-perform or remedy the defective workmanship at its own cost.
6.3 The workmanship warranty does not cover manufacturer or equipment defects, normal wear and tear, misuse, accidental damage, Customer or third-party alterations, Customer-supplied equipment, network/infrastructure faults, environmental conditions, power issues or matters outside VCEverywhere’s reasonable control.
6.4 Nothing in this clause extends a manufacturer’s warranty or creates a product warranty beyond any warranty expressly passed through to the Customer.
7. Support, maintenance and SLA Services
7.1 Where Recurring Services are supplied, the Accepted Quotation or applicable service schedule shall state the service period, coverage hours, response targets, locations, included equipment, exclusions and any applicable spares arrangements.
7.2 Unless expressly described as a resolution or fix time, a response time is a target for commencing response or attendance and is not a guarantee that an incident will be resolved within that period.
7.3 Support does not include faults caused by excluded equipment, Customer or third-party acts, misuse, changes made without approval, power or network failures, consumables, obsolescence or events outside VCEverywhere’s reasonable control unless expressly included.
7.4 Where equipment is beyond economic repair, obsolete, unsupported or parts are unavailable, VCEverywhere may quote separately for replacement.
8. Goods, delivery, risk and title
8.1 Goods shall be as described in the Accepted Quotation. VCEverywhere may make non-material substitutions or changes required by law, safety requirements or availability, but material substitutions require Customer approval.
8.2 Delivery and lead times are estimates unless expressly agreed otherwise. VCEverywhere is not liable for supplier or carrier delay outside its reasonable control.
8.3 The Customer shall inspect Goods promptly on delivery and notify VCEverywhere of visible damage or shortages within 3 Working Days, with reasonable supporting evidence.
8.4 Risk in Goods passes on delivery to the Customer or the nominated delivery location. Title does not pass until VCEverywhere has received payment in full for those Goods.
8.5 Manufacturer warranties, where available and transferable, will be passed through to the Customer. Warranty commencement may be determined by the manufacturer or distributor and may precede installation.
8.6 Returns require VCEverywhere’s prior written authorisation and may be subject to manufacturer/distributor return conditions and restocking charges unless the Goods are defective.
9. Changes and variations
9.1 Either party may propose a change to the scope, programme, quantity or specification. No change is binding until VCEverywhere confirms it in writing, including any resulting change to Charges or timing.
9.2 VCEverywhere may make changes required to comply with law, safety requirements or manufacturer requirements provided they do not materially reduce the agreed functionality.
9.3 For existing Recurring Services, VCEverywhere may update these Conditions on reasonable written notice. Changes shall not retrospectively alter completed one-off work or an already accepted fixed-price project unless agreed in writing.
10. Charges, invoicing and payment
10.1 Charges are those stated in the Accepted Quotation and are exclusive of VAT and any applicable sales, use, withholding, import, customs or similar taxes unless expressly stated otherwise. Taxes shall be applied in accordance with applicable law and the nature and place of supply of the relevant Services or Goods.
10.2 Unless the Accepted Quotation states otherwise, professional services, engineering and other non-recurring Services are invoiced on completion or at agreed milestones and are payable within 30 days of the invoice date.
10.3 Integrated or installed systems may be invoiced in accordance with the deposit, milestone and final-payment schedule stated in the Accepted Quotation.
10.4 Recurring Services may be invoiced in advance at the frequency stated in the Accepted Quotation.
10.5 Invoices are payable in the currency stated in the Accepted Quotation. The Customer shall pay undisputed sums in full without set-off, counterclaim, deduction or withholding except where required by law.
10.6 Any invoice dispute must be notified in writing within 14 days of the invoice date, giving reasonable detail. The undisputed amount remains payable by the due date.
10.7 If payment is late, VCEverywhere may charge interest and recover compensation and reasonable recovery costs to the extent permitted by applicable law, and may suspend further Services or deliveries on written notice.
10.8 VCEverywhere may require deposits, advance payment or other reasonable credit security before accepting or continuing an order where reasonably justified by credit risk.
11. Travel, expenses, duties and international work
11.1 Unless expressly included in the Accepted Quotation, reasonable travel, accommodation, subsistence, parking, tolls, freight, visas, permits and similar out-of-pocket expenses incurred in performing the Services are chargeable to the Customer.
11.2 VCEverywhere shall be responsible for ensuring that personnel engaged by it have any immigration, work authorisation or other permissions legally required of them to perform the Services. The Customer shall provide reasonable cooperation, invitation letters, Site information, end-customer authorisations, security clearances and other documentation within its control reasonably required for such permissions or Site access.
11.3 Local duties, import taxes, sales/use taxes and similar charges are additional unless expressly included in the Accepted Quotation. Nothing in the Contract fixes the tax treatment of an international supply where applicable law requires a different treatment.
12. Intellectual property
12.1 Each party retains ownership of its pre-existing intellectual property.
12.2 Unless expressly agreed otherwise, VCEverywhere retains intellectual property in its methodologies, templates, designs, documentation, know-how and materials created in providing the Services, while granting the Customer a non-exclusive licence to use deliverables for the purposes for which they were supplied.
12.3 Third-party software and materials remain subject to the applicable third-party licence terms.
12.4 The Customer grants VCEverywhere the rights reasonably necessary to use Customer-provided materials, systems and information solely to perform the Contract.
13. Confidentiality and data protection
13.1 Each party shall keep the other party’s confidential information confidential and use it only for the Contract, except where disclosure is required by law or reasonably required to employees, professional advisers, Group Companies, subcontractors or suppliers who need to know it and are subject to appropriate confidentiality obligations.
13.2 Confidentiality does not apply to information already lawfully known, independently developed, lawfully obtained from a third party, or in the public domain other than through breach.
13.3 Each party shall comply with applicable data protection and privacy laws in relation to personal data processed under the Contract. Where VCEverywhere processes personal data as a processor on behalf of the Customer, VCEverywhere’s applicable Data Processing Agreement shall apply and is incorporated into the Contract. The parties shall complete any processing particulars reasonably required for that purpose.
13.4 These confidentiality obligations survive termination.
14. Liability
14.1 Nothing in the Contract excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be excluded or limited.
14.2 Subject to clause 14.1, VCEverywhere is not liable for loss of profit, revenue, business, anticipated savings, opportunity, goodwill, data, business interruption, or any indirect or consequential loss.
14.3 Subject to clause 14.1, VCEverywhere is not liable for failures caused by Customer systems, Customer-supplied equipment, third-party networks, services, software, facilities or equipment, except to the extent directly caused by VCEverywhere’s breach of the Contract.
14.4 Subject to clause 14.1, VCEverywhere’s total aggregate liability arising out of or in connection with a Contract shall not exceed the total Charges paid or payable under the relevant Contract, subject in all cases to an overall maximum of £250,000. No separate minimum liability floor applies.
14.5 The Customer’s obligation to pay Charges properly due is not limited by this clause.
14.6 Each limitation and exclusion in this clause operates separately.
15. Force majeure
15.1 Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, severe weather, epidemic, war, civil disorder, terrorism, industrial dispute, government action, change of law, supplier failure, transport disruption, cyberattack or material network/infrastructure failure, provided the affected party uses reasonable endeavours to mitigate the effect.
15.2 If such an event continues for more than 90 days and materially prevents performance, either party may terminate the affected part of the Contract on written notice without liability for future performance, but accrued payment obligations remain due.
16. Suspension and termination
16.1 VCEverywhere may suspend Services or deliveries if undisputed amounts are overdue, the Customer creates a material safety or security risk, or the Customer materially breaches the Contract and suspension is reasonably necessary.
16.2 Either party may terminate for material breach where the breach is incapable of remedy, or where a remediable material breach is not remedied within a reasonable period after written notice.
16.3 Either party may terminate immediately if the other becomes insolvent or enters an analogous insolvency process, subject to applicable law.
16.4 VCEverywhere may terminate a Contract for convenience on 30 days’ written notice. Customer termination for convenience of a one-off project or booking is subject to applicable cancellation charges and payment for work performed, Goods ordered and non-cancellable commitments.
16.5 Customer termination of Recurring Services is subject to the minimum term and notice provisions expressly stated in the Accepted Quotation.
16.6 On termination, all accrued and properly due Charges become payable. Clauses intended by their nature to survive termination remain in force.
17. Compliance, anti-bribery and export control
17.1 Each party shall comply with laws applicable to its performance of the Contract, including applicable anti-bribery and anti-corruption requirements.
17.2 The Customer shall notify VCEverywhere in advance of material Customer policies that VCEverywhere personnel must follow at the Site.
17.3 Each party shall comply with applicable sanctions, export control and trade laws. Neither party shall be required to perform any obligation where doing so would cause it to breach applicable law. VCEverywhere may suspend, refuse or terminate an affected supply where it reasonably believes a required licence or authorisation has not been obtained or performance would breach applicable sanctions, export controls or trade restrictions.
18. Assignment and subcontracting
18.1 VCEverywhere may assign, novate, subcontract, delegate or transfer any of its rights or obligations under the Contract, provided that subcontracting does not relieve VCEverywhere of its contractual responsibility to the Customer.
18.2 The Customer may not assign, novate or transfer the Contract without VCEverywhere’s prior written consent, such consent not to be unreasonably withheld where the proposed transferee is of equivalent financial standing.
19. Non-solicitation
19.1 During the Contract and for 12 months after it ends, neither party shall knowingly solicit for employment personnel of the other party who were materially involved in delivering or receiving the Services, except through a general recruitment campaign not targeted at such personnel.
20. Notices
20.1 Notices under the Contract must be in writing and may be delivered by hand, reputable courier, first-class post or email to the addresses stated in the Accepted Quotation or otherwise notified in writing.
20.2 Email notices are deemed received when transmitted, provided no delivery failure notice is received; if sent outside a Working Day, they are deemed received on the next Working Day.
20.3 This clause does not apply to service of legal proceedings.
21. General
21.1 The Contract constitutes the entire agreement between the parties in relation to its subject matter and supersedes prior discussions and communications, without excluding liability for fraud or fraudulent misrepresentation.
21.2 No person other than a party to the Contract has a right under the Contracts (Rights of Third Parties) Act 1999 to enforce it.
21.3 A failure or delay to exercise a right is not a waiver. Rights and remedies are cumulative.
21.4 If a provision is invalid or unenforceable, it shall be severed to the minimum extent necessary and the remainder continues in force.
21.5 Except as expressly permitted by the Contract, a variation must be agreed in writing by authorised representatives of both parties.
22. Governing law and jurisdiction
22.1 The Contract and any non-contractual obligations arising out of or in connection with it are governed by the law of England and Wales.
22.2 The courts of England and Wales have exclusive jurisdiction to settle disputes arising out of or in connection with the Contract.
Schedule 1 – Conferencing & Telecommunications Services
This Schedule applies only where the Accepted Quotation includes conferencing, telecommunications, hosted communications, connectivity or related services. It supplements the main Conditions. If there is a conflict specific to those Services, this Schedule prevails for that subject matter.
S1.1 Definitions. For this Schedule, “Customer Equipment” means equipment, software, network devices or user devices not owned or controlled by VCEverywhere; “LAN/WAN” means the Customer’s local or wide area network; “Systems Administrator” means the Customer’s nominated technical contact; “User” means any person authorised by the Customer to use the Services; and “User ID” means any passcode, access code, credential or other identifier allocated or used to access the Services.
S1.2 Network and connectivity responsibilities. Where the Services are accessed through the Customer’s LAN/WAN or internet connection, the Customer is responsible for providing and maintaining a suitable LAN/WAN, internet connection, firewall/router configuration, bandwidth, power and other Customer infrastructure necessary for the Services, unless the Accepted Quotation expressly includes those items.
S1.3 Compatibility and security. Customer Equipment and networks connected to the Services must be lawfully used, technically compatible, appropriately configured and adequately protected against malware, unauthorised access and other security threats. The Customer shall not interfere with, reverse engineer, circumvent or attempt unauthorised access to VCEverywhere systems or equipment except to the extent such restriction is prohibited by law.
S1.4 Systems Administrator. The Customer shall nominate an appropriate Systems Administrator or technical contact where reasonably required and shall ensure that VCEverywhere has timely access to relevant technical personnel and information.
S1.5 User IDs and credentials. The Customer is responsible for keeping User IDs and credentials secure and confidential, restricting them to authorised Users, and promptly notifying VCEverywhere of suspected loss, compromise or unauthorised use. VCEverywhere may suspend access, reset credentials or require credential changes where reasonably necessary to protect security or service integrity.
S1.6 Customer responsibility for Users. The Customer is responsible for the acts and omissions of its Users in connection with the Services and shall ensure that Users comply with the Contract and any reasonable security or acceptable-use instructions notified by VCEverywhere.
S1.7 Acceptable use. The Customer shall not use, and shall not permit the Services to be used, unlawfully, fraudulently, abusively, to infringe third-party rights, to distribute malware or unsolicited communications in breach of law, to gain unauthorised access to systems or data, to disrupt networks or services, or in any way that materially threatens the security, integrity or availability of the Services or connected systems.
S1.8 Suspension for misuse or security. VCEverywhere may suspend affected Services where it reasonably believes there is a material security threat, unlawful use, material breach of this Schedule, risk to other customers or networks, or an urgent operational requirement. Where practicable, VCEverywhere will give reasonable notice and restore the affected Services when the reason for suspension has been resolved.
S1.9 Numbers, addresses and identifiers. Unless applicable law or an expressly agreed porting arrangement provides otherwise, telephone numbers, conferencing numbers, IP addresses, access codes and other service identifiers allocated by VCEverywhere are provided for use with the relevant Services and do not become the Customer’s property. VCEverywhere may change them where reasonably necessary for operational, regulatory, security or supplier reasons, giving reasonable notice where practicable.
S1.10 Third-party networks and providers. Conferencing and telecommunications Services may depend on public networks, internet services, carriers, cloud platforms, software vendors and other third-party providers. VCEverywhere is not responsible for faults, outages, latency, quality degradation or failures in third-party services outside its reasonable control, subject to the liability provisions in the main Conditions.
S1.11 Service availability. Unless an SLA in the Accepted Quotation states otherwise, VCEverywhere does not warrant uninterrupted or fault-free telecommunications or conferencing Services. Maintenance, emergency works, carrier outages, internet conditions and matters outside VCEverywhere’s reasonable control may affect availability.
S1.12 Operational changes. VCEverywhere may make reasonable operational or technical changes to the Services, including changes required by carriers, platform providers, regulators, security requirements or service improvement, provided that VCEverywhere does not materially reduce the core contracted functionality without reasonable justification.
S1.13 Usage and recurring charges. Unless otherwise stated in the Accepted Quotation, subscription, rental, support, maintenance and other recurring Charges may be invoiced in advance; usage, overage, connection and other variable Charges may be invoiced in arrears. The Customer is responsible for Charges generated through its accounts, Users and credentials except to the extent caused by VCEverywhere’s breach of the Contract.
S1.14 Call recording and monitoring. Where VCEverywhere records or monitors customer-service or support calls for training, quality, security or evidential purposes, it shall do so in accordance with applicable law and its privacy obligations. Where the Customer elects to use a call-recording feature as part of the Services, the Customer is responsible for ensuring that its use of that feature, including notices and consents, complies with applicable law unless the Accepted Quotation expressly allocates that responsibility differently.
S1.15 Software and third-party licences. Software supplied or made available as part of the Services may be subject to third-party licence or acceptable-use terms. The Customer shall comply with such terms where they are notified or made available to it. The Customer shall not copy, modify, decompile, sub-license or transfer software except as permitted by law, the applicable licence or the Contract.
S1.16 Internet use. Where the Services are accessed through the public internet, the Customer acknowledges that performance and security may be affected by internet conditions outside VCEverywhere’s control. This does not limit VCEverywhere’s obligations in respect of systems and services that it is expressly contracted to manage.
S1.17 Support boundaries. Unless expressly included in the Accepted Quotation, VCEverywhere is not responsible for support, configuration or remediation of the Customer’s LAN/WAN, internet service, firewall, router, endpoint, third-party carrier account or other Customer/third-party infrastructure.
S1.18 Regulatory compliance. Each party shall obtain and maintain licences, consents and permissions that applicable law requires it to hold for its own use, provision or receipt of the telecommunications and conferencing Services. The Customer shall not use the Services in a manner that causes VCEverywhere or its suppliers to breach applicable communications, sanctions, export-control or other regulatory requirements.