The Buyer’s attention is particularly drawn to the provisions of clause 12 (Limitation of liability).

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

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 4.30 pm on any Business Day.

Buyer: the person or entity entering this Contract for to buy Goods and/or Services.

Commencement Date: has the meaning given in clause 2.3.

Conditions: these terms and conditions as amended from time to time.

Contract: the contract between the Supplier and the Buyer for the supply of Goods and/or Services in accordance with these Conditions.

Force Majeure Event: events, circumstances, or causes beyond the Supplier’s reasonable control, including but not limited to failure of a utility service, act of God, riot or civil commotion, malicious damage, compliance with any law or government order or lockdown, rule or regulation, accident, breakdown of equipment, fire, flood, pandemic or storm.

Goods: the goods (or any part of them) set out in the Order.

Goods Specification: any specification for the Goods, that is agreed in writing by the Buyer and the Supplier, included but not limited to items set out in clauses 3.2 and 3.3.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trademarks , business names and domain names, rights in get-up , 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.

Order: the Buyer’s order for the supply of Goods and/or Services, whereby the onscreen prompts have been followed to place an order.

Services: the services supplied by the Supplier to the Buyer as set out in the Service Specification.

Service Specification: the description or specification for the Services provided in writing by the Supplier to the Buyer.

Supplier: VAA Solutions whose address is 7 Rylands Mews, Leighton Buzzard, LU7 1SP.

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

Website: is https://www.vaasolutions.uk/

1.2 Interpretation:

(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b) A reference to a party includes its successors and permitted assignees.

(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

(d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

(e) A reference to writing or written includes email but excludes fax.

2. Basis of contract

2.1 The Order constitutes an offer by the Buyer to purchase Goods or Services or Goods and Services in accordance with these Conditions.

2.2 The order process allows the Buyer to check and amend any errors before submitting their Order to the Supplier. The Buyer is solely responsible for ensuring that the order is complete and accurate.

2.3 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which time and on which date the Contract shall come into existence (Commencement Date).

2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.5 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

2.6 The Buyer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Buyer that is inconsistent with these Conditions.

3. Goods

3.1 The Goods are available for purchase on the Supplier’s Website as both individual documents and bundle options.

3.2 Bundle documents include, but are not limited to the following bundle options:

(a) Human Resources

(b) Job Offer

(d) Etc.

3.3 Individual documents include, but are not limited to the following:

(a) Employment Contract

(b) Offer Letter

(d) Etc.

3.4 The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Buyer in any such event.

4. Cancellation

4.1 Since your purchase is a digital product, it is deemed “used” after delivery, download or opening, and all purchases made on www.vaasolutions.uk are non-refundable or exchangeable. Since the products made available here are intangible, there is a strict no refund policy.

4.1.1 The Supplier has sole and absolute discretion to accept any request to cancel made by the Buyer and if any such request is accepted, the Supplier will refund the purchase price paid for the Goods, by the original payment method.

4.2 The Buyer may cancel the Membership Services supplied by the Supplier by providing written notice to the Supplier no later than one month prior to the anniversary of the Contract, for example, if the original Order was placed on the 1 April for the provision of Services, notice must be provided by the Buyer to the Supplier no later than the following 1 March.

4.3 If written notice is not provided in accordance with clause 4.2 the Services shall continue in accordance with clause 6.5.

5 Delivery of Goods

5.1 The Supplier shall ensure that the Goods are supplied to the Buyer within a period of 36 hours from the acceptance of the Buyer’s Order in accordance with clause 2.3.

5.2 If the Supplier is unable to supply the Goods in accordance with clause 5.1, due to a Force Majeure Event, the Supplier shall use reasonable endeavours to contact the Buyer (using the most recent information provided by the Buyer with no liability accepted if the Buyer does not maintain accurate contact information) to advise of the delay and confirm the expected delivery of the Goods. If the period of delay or non-performance continues for 30 days, the either party may terminate the Contract by giving 7days written notice to the other party.

6 Supply of Services

6.1 The Supplier shall supply the Services to the Buyer in accordance with the Service Specification in all material respects.

6.2 The Supplier shall use all reasonable endeavours to comply with the time periods set out in clause 5.1, but any such time estimates shall be estimates only and time shall not be of the essence for the supply of the Services.

6.3 The Supplier reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Buyer in any such event.

6.4 The Supplier warrants to the Buyer that the Services will be provided using reasonable care and skill.

6.5 The Services shall automatically renew on the anniversary of the commencement of this Contract unless notice is provided by the Buyer to the Supplier in accordance with clause 4.2.

7 Disclaimer

7.1 The Services provided by the Supplier to the Buyer in no way constitute legal or employment advice. Any advice provided by the Supplier to the Buyer is strictly explanatory and should not be considered legal advice. Should the Buyer require legal or employment advice an appropriately qualified person should be consulted.

7.2 In providing the Services to the Buyer, the Supplier makes no representations or warranties of any kind, express or implied, as to the information, content or materials included on the Services.

7.3 The Goods may include templates that contain legal information, which may not be suitable to the Buyer’s particular circumstances and accordingly, should not be considered as a substitute for legal advice provided by an appropriately qualified person.

8 Charges and payment

8.1 In consideration of providing the Goods and/or Services, the Buyer shall pay the charges (‘Charges’) in accordance with this clause 8.

8.2 The Charges are the prices quoted on the Website at the time Buyer submits their Order.

8.3 The Supplier will endeavour to ensure that the prices stated on the Website for the Goods and Services are correct at the time when the relevant information was entered onto the system. In the event that the price paid under the Order is a clear misprint on the Website, the Supplier shall cancel the Order, notifying the Buyer in writing of the same and provide the Buyer the opportunity to re-submit their Order at the actual price.

8.4 The Supplier reserves the right to increase the Charges on an annual basis. Any increase in Charges shall not affect any Order already placed.

8.5 Payment for the Goods is due in advance of the delivery of Goods, please refer to clause 5 regarding delivery.

8.6 Payment for the Services is:

8.6.1 due in advance of the provision of the Services;

8.6.2 automatically debited in advance on an annual basis on the anniversary of the original Order.

8.7 The Supplier reserves the right to:

(a) increase the Charges for the Services on an annual basis. With effect from each anniversary of the Commencement Date and the first such increase shall take effect on the first anniversary of the Commencement Date;

(b) increase the price of the Goods, by giving notice to the Buyer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to any factor beyond the control of the Supplier.

8.8 All amounts payable by the Buyer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Buyer, the Buyer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.

8.9 All amounts due under the Contract shall be paid in full without any set-off either in whole or part of, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

9 Intellectual property rights

9.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Buyer) shall be owned solely by the Supplier.

9.2 The Supplier grants to the Buyer or shall procure the direct grant to the Buyer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to modify the Goods (excluding materials provided by the Buyer) for the purpose of receiving and using the Services and the Goods in its business.

9.3 The Buyer shall not sub-license, assign or otherwise transfer the rights granted by clause 9.2.

10 Data protection

10.1 The following definitions apply in this clause 10:

10.1.1 Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

10.1.2 Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.

10.1.3 Domestic Law: the law of the United Kingdom or a part of the United Kingdom.

10.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 10 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

10.3 The parties acknowledge that for the purposes of the Data Protection Legislation, the Buyer is the Controller, and the Supplier is the Processor.

10.4 Without prejudice to the generality of clause 10.2, the Buyer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of the Contract.

10.5 Without prejudice to the generality of clause 10.2, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under the Contract:

(a) process that Personal Data only on the documented written instructions of the Buyer unless the Supplier is required by Domestic Law to otherwise process that Personal Data. Where the Supplier is relying on Domestic Law as the basis for processing Personal Data, the Supplier shall promptly notify the Buyer of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits the Supplier from so notifying the Buyer;

(b) ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

(d) not transfer any Personal Data outside of the UK unless the prior written consent of the Buyer has been obtained and the following conditions are fulfilled:

(i) the Buyer or the Supplier has provided appropriate safeguards in relation to the transfer;

(ii) the Data Subject has enforceable rights and effective legal remedies;

(iii) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(iv) the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;

(e) assist the Buyer, at the Buyer's sole cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f) notify the Buyer without undue delay on becoming aware of a Personal Data Breach;

(g) at the written direction of the Buyer, delete or return Personal Data and copies thereof to the Buyer on termination of the Contract unless required by Domestic Law to store the Personal Data; and

(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 10.

10.6 The Supplier may, at any time on not less than 30 days' notice, revise this clause 9 by replacing it with any applicable controller to processor standard clauses or similar terms adopted by the Information Commissioner or forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).

11 Confidentiality

11.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.2.

11.2 Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives, contractors or subcontractors 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. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 11; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

12 Limitation of liability: THE BUYER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

12.1 The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £100,000 per claim. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange, and the Buyer is responsible for making its own arrangements for the insurance of any excess loss.

12.2 The restrictions on liability in this clause 12 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

12.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

12.4 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and

(d) defective products under the Consumer Protection Act 1987.

Subject to clause 12.4, the Supplier's total liability to the Buyer shall not exceed £100,000.

12.4 This clause 12.5 sets out specific heads of excluded loss:

(a) Subject to clause 12.3 and clause 12.4 clause 12.5(b) excludes specified types of loss.

(b) The following types of loss are wholly excluded:

(i) loss of profits;

(ii) loss of sales or business;

(iii) loss of agreements or contracts;

(iv) loss of anticipated savings;

(v) loss of use or corruption of software, data or information;

(vi) loss of or damage to goodwill; and

(vii) indirect or consequential loss.

12.5 This clause 12.5 sets out specific heads of excluded loss:

(a) Subject to clause 12.3 and clause 12.4 clause 12.5(b) excludes specified types of loss.

(b) The following types of loss are wholly excluded:

(i) loss of profits;

(ii) loss of sales or business;

(iii) loss of agreements or contracts;

(iv) loss of anticipated savings;

(v) loss of use or corruption of software, data or information;

(vi) loss of or damage to goodwill; and

(vii) indirect or consequential loss.

12.6 The Supplier has given commitments as to compliance of the Goods and Services with relevant specifications in clause 3 and clause 6. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

12.7 This clause 12 shall survive termination of the Contract.

13 Termination

13.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 7 days after receipt of notice in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under the Contract on the due date for payment.

13.2 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Buyer and the Supplier if the Buyer fails to pay any amount due under the Contract on the due date for payment, the Buyer becomes subject to any of the events listed in clause 13.1(b) to clause 13.1(d), or the Supplier reasonably believes that the Buyer is about to become subject to any of them.

14 Consequences of termination

14.1 Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

14.2 Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.

15 Notices

15.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b) sent by email to the address provided by the Supplier in clause 4.1.1(b) and in accordance with the information provided by the Buyer in entering the Contract (or an address substituted in writing by the party to be served):

Supplier: Market House, 25 Market Square, Leighton Buzzard, LU7 1EU

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) if sent by pre-paid first-class post or other next working day delivery service, on the second Business Day after posting; or

(iii) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

(d) 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.

16 Severance

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 16 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

17 Waiver

17.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

17.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

18 No partnership or agency

Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

19 Disputes Resolution and Mediation

If any dispute arises in connection with this agreement, the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties within 14 working days of notice of the dispute, the mediator will be nominated by CEDR.

20 Entire agreement

20.1 The Contract constitutes the entire agreement between the parties.

20.2 Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

21 Third party rights

21.1 The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

21.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

22 Governing law

The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

23 Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.