Terms of Business

    Application and entire Agreement

  1. These terms and conditions apply to the provision of the services detailed in our quotation (Services) by (we or us or Service Provider) to the person buying the services (You or the Customer)

      2.   You are deemed to have accepted these Terms & Conditions when you accept our

            Quotation or from the date of any performance of the services (whichever happens    

            earlier) and these Terms and Conditions and our quotation (the Contract) are the entire

            agreement between us

      3.   You acknowledge that you have not relied on any statement, promise, or representation

            made or given by or on our behalf. These Conditions apply to the Contract to the

            exclusion of any other terms that you try to impose or incorporate, or which are implied

            by trade, custom, practice, or course of dealing.


      4.   A “business day” means any day other than a Saturday, Sunday, or Bank Holiday in

             England and Wales.


       5.   The headings in these Terms and Conditions are for convenience only and do not affect

              their interpretation.

       6.    Words imparting the singular number shall include the plural and vice-versa. 




        7.   We warrant that we will use all reasonable care and skill in our performance of the

               Services which will comply with the quotation, including any specification in all

               material respects. We can make any changes to the Services which are necessary to

               comply with any applicable law or safety requirement, and we will notify you if this is


        8.    We will use our reasonable endeavours to complete the performance of the Services

               within the time agreed or as set out in the quotation; however, time shall not be of

               the essence in the performance of our obligations.

        9.     All of these Terms and Conditions apply to the supply of any goods as well as Services

                 unless we specify otherwise.


     Your Obligations

       10.   You must obtain any permissions, consents, licences or otherwise that we need and

                must give us with access to any and all relevant information, materials, properties

                and any other matters which we need to provide the Services.

       11.    If you do not comply with Clause 10, we can terminate the Services                          

       12.    We are not liable for any delay or failure to provide the Services if this is caused by

                 your failure to comply with the provisions of this section (Your obligations)


       13.    The fees (Fees) for the Services are set out in the quotation and are on a time

                  and materials basis

       14.     In addition to the fees, we can recover from you are a) reasonable

                   incidental expense including but not limited to, travelling expenses, hotel costs,

                   subsistence and any associated expenses, b) the cost of services provided by third

                   parties and required by us for the performance of the Services and c) the cost of

                   any materials required for the provision of the Services.

        15.     You must pay us for any additional services provided by us that are not specified in

                    the quotation in accordance with our then current applicable rate in effect at that

                    time of performance or such other rate as may be agreed between us. The

                    provision of clause 14 also apply to these additional services.

        16.      The Fees are of any applicable VAT and other taxes or levies which are imposed or

                    charged by any competent authority.

    Cancellation and amendment

        17.      We can withdraw, cancel, or amend a quotation if it has not been accepted by you,

                   or if the Services have not started, within a period of 14 days from the date of the

                   quotation, (unless the quotation has been withdrawn).

        18.       Either we or you can cancel an order for any reason prior to acceptance (or

                    rejection) of the quotation.

        19.      If you want to amend any details of the Services you must tell us in writing as

                     soon as possible. We will use reasonable endeavours to make any required

                     changes and additional costs will be included in the Fees and invoiced to you.

        20.      If due to circumstances beyond our control including those set out in the clause

                     below (Circumstances beyond a party’s control) we have to make any change in

                     the Services or how they are provided, we will notify you immediately. We will

                     use reasonable endeavours to keep any changes to a minimum.


         21.       We will Invoice you for payment of the Fees either:


                                  a) As per the Schedule as set out in the quotation


                                  b) When we have completed the Services

          22.     You must pay the Fees due within 7 days of the date of our Invoice or otherwise

                       in accordance with any credit terms agreed between us. 

           23.     Time for payment shall be the essence of the Contract

          24.   Without limiting any other right or remedy we have for statutory interest, if

                     you do not pay within the period set out above, we will charge you interest at

                     the rate of 2% above the base lending rate of the Bank of England from time to 

                     time on the amount outstanding until payment is received in full.

       25.      All payments due under these Terms and Conditions must be made in full without

                    any deduction or withholding except as required by law and neither of us can assert

                    any credit, set-off or counter claim against the other in order to justify withholding

                    of payment of any such amount in whole or in part.

       26.      If you do not pay within the period set out above, we can suspend any further

                    provision of the Services and cancel any future services which have been ordered 

                    by, or otherwise arranged with you.

       27.      Receipts for payment will be issued by us only at your request.

       28.      All Payments must be made in £ Sterling unless otherwise agreed by us.

   Sub-Contracting and assignment.

        29.      We can at any time assign, transfer, charge, subcontract, or deal in any manner with

                    all or any of our rights under these Terms and Conditions and can subcontract or

                    delegate in any manner any or all of our obligations to any third party.

        30.     You must not, without our prior written consent, assign, transfer, charge sub-

                    contract or deal in any other manner with all or any of your rights and obligations

                    under these Terms & Conditions.


         31.   We can terminate the provision of the Services immediately if you:


                a.  commit a material breach of your obligations under these Terms and

                       Conditions or:

                 b.  fail to make a payment of any amount due under the Contract on the due date

                       for payment or:

                 c.  are to become or, in our reasonable opinion, are about to become the subject of

                       a bankruptcy order or take advantage of any other statutory provision for the

                       relief of insolvent debtor or:

                 d.  enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or

                        any other scheme or arrangement is made with its creditors or:

                 e.  convene any meeting of your creditors, enter into voluntary or compulsory 

                        liquidation, have a receiver, manager, administrator, or administrative receiver

                        appointed in respect of your assets or undertakings or any part of them, any 

                        documents, are filed with the court for the appointment of an administrator in

                        respect of you, notice of intention to appoint an administrator is given by you or

                        any of your directors or by a qualifying floating charge (as defined in para 14 of

                        Schedule B1 of the Insolvency Act 1986). a resolution is passed or petition

                        presented to any court for your winding up or for the granting of an

                        administration order in respect of you, or any proceedings are commenced

                        relating to your insolvency or possible insolvency





Intellectual Property

32.      We reserve all copyright and any other intellectual property rights which may subsist

           in any goods supplied in connection with the provision of the Services. We reserve the right

           to take any appropriate action to restrain or prevent the infringement of such intellectual

           property rights.

Liability and Indemnity 

33.      Our Liability under these Terms and Conditions, and in breach of statutory duty, and in tort

            or misrepresentation or otherwise, shall be limited as set out in this section.

34.       The total amount of our liability is limited to the total amount of Fees payable by you under

            the contract

35.        We are not liable (whether caused by our employees, agents or otherwise) in connection

             with our provision of the Services or the performance of any of our other obligations under

             the Terms and Conditions or the quotation for

            a. any indirect, special, or consequential loss, damage, costs, or expenses or,

              b. any loss of profits; loss of anticipated profits, loss of business, loss of data, loss of

                  reputation or goodwill, business interruption, or other third-party claim or.

              c. any failure to perform any of our obligations if such delay or failure is due to any cause

                  beyond our reasonable control or.

              d. any losses caused directly or indirectly by any failure or your breach in relation to your

                  obligations or.

              e. any losses arising directly or indirectly from the choice of Services and how they will

                  meet your requirements or your use of the Services or any goods supplied in connection 

                  with the Services.

36.        You must indemnify us against all damages, costs, claims and expenses suffered by us

              arising from any loss or damage to any equipment (including that belonging to third    

              parties) caused by you or your agents or employers.

37.       Nothing in these Terms and Conditions shall limit or exclude our liability for death or

             personal injury caused by our negligence, or for any fraudulent misrepresentation or for

             any other matters for which it would be unlawful to exclude or limit liability.

Data Protection

38.       When supplying the Services to the Customer, the Service Provider may gain access to

              and/or acquire the ability to transfer, store or process personal data of employees of

              the customer.

39          The parties agree that where such processing of personal data takes place, the Customer

              shall be ‘The Data Controller’ and the service provider shall the ‘date processor’ as

              defined in the General Data Protection Regulations (GDPR) as may be amended extended

              and/or re-enacted from time to time.

40.      For the avoidance of doubt ‘Personal Data’ ‘Processing’ ‘Data Controller’ ‘Data Processor’

           and ‘Data Subject’ shall have the same meaning as in the GDPR.

41.      The Service Provider shall only process Personal Data to the extent reasonably required to

           enable it to supply the Service as mentioned in these Terms and Conditions or as requested 

           by and agreed with the Customer, shall not retain any Personal Data longer than necessary 

           for the {processing and refrain from Processing any Personal Data for its own or for any third

           party’s purposes.

42.     The Service Provider shall not disclose Personal Data to any third parties or than employees,

           directors, agents, sub-contractors or advisors on a strict need –to -know basis and only under

           the same (or more extensive) conditions as set out in these terms and conditions or to the

           extent required by applicable legislation and/or regulations.

43.       The Service Provider shall implement and maintain technical and organisational security

            measures as are required to protect Personal Data processed by the Service Provider on

            behalf of the Customer.

44.       Further information about the Service Provider’s approach to data protection are specified

            in it; s Data Protection Policy which can be found on our website.  For any enquires or

            complaints regarding data privacy, you can email info@voicon.co.uk


Circumstances beyond a party’s control 

45.      Neither of us is liable for any failure or delay in performing our obligations where such

            failure or delay results from any cause that is beyond the reasonable control of that 

            party. Such causes include, but not limited to, industrial action, civil unrest, fire, flood,

            storms, earthquakes, acts of terrorism, acts of war, governmental action, or any other

            event that is beyond the control of the party in question. If the delay continues for a period

            of 90 days, either of us may terminate or cancel the Services o be carried out under these 

            Terms and Conditions.


46.       All notices under these Terms and Conditions must be in writing and signed by, or on

             behalf of the party giving notice (or a duly authorised officer of that party).

47.       Notices shall be deemed to have been given:

             a. when delivered, if delivered by courier, or other messenger (including registered mail)

                  during the normal business hours of the recipient.

             b. when sent if transmitted, by email or fax and a successful transmission report or return

                  receipt is generated.

             c. On the fifth business day following mailing if mailed by national ordinary mail: or 


             d. On the tenth business day following mailing if mailed by airmail.

48.       All notices under these Terms and Conditions must be addressed to the most recent address,

            email address or fax number notified to the other party.

No Waiver          

49.      No delay, act or omission by a party in exercising any right or remedy will be deemed a

            waiver of that, or any other right or remedy nor stop further exercise of any other right

            or remedy.      


50.      If one or more of these Terms and Conditions is found to be unlawful or otherwise

           unenforceable that / those provisions will be deemed severed from the remainder of these

           Terms and Conditions (which will remain valid and enforceable)

Law & Jurisdiction           

51.      This agreement shall be governed by and interpreted according to the law of England and

            Wales and all disputes arising under the Agreement (including non – contractual  disputes

             or claims) shall be the subject to the exclusive jurisdiction of the English and Welsh courts.