Vyce Pay Module
Supply of Services

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‍Supply of Services Agreement

Standard Terms and Conditions of Business

Between Vyce Tech Limited, Protein Studios, 31 New Inn Yard, London, EC2A 3EY (‘the Company’) and the Vyce Pay Module user (‘the Client’)

  1. DEFINITIONS AND INTERPRETATION

In these Terms and Conditions of Business ("Terms") the following definitions apply:

“Agency Legislation” means Chapter 7, Part 2 of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA) as amended and Social Security (Categorisation of Earners) (Contribution) (Amendment) Regulations 2014. 

"Contract" means each agreement which the Company makes with the Client to provide Specified Services from time to time, whether agreed to verbally or in writing.  

“Control” being subject to supervision, direction and control (or the right of) by any person in accordance with the Agency Legislation. 

“Client” means the persons, firms or corporate bodies together with any subsidiary or associate as defined by the Companies Act 2006 requiring the services pursuant to the Contract. This may include a company which is acting in the capacity of an employment business as defined by the Employment Agencies Act.

"Company" means Vyce Tech Limited, Protein Studios, 31 New Inn Yard, London, EC2A 3EY.  

“Personnel” means the officers, representatives of the Company or subcontractors who may be incorporated bodies (or their representatives) engaged by the Company in a self-employed capacity who provide the Specified Services.  

"Specified Services" means the services to be provided by the Personnel under the Contract.

  1. Unless the context otherwise requires, references to the singular include the plural. Reference to any statute or statutory provision includes a reference to that statute or statutory provision as amended, extended, re-enacted or consolidated from time to time and all statutory instruments or orders made pursuant to it.
  2. The headings contained in these Terms are for convenience only and do not affect their interpretation. 
  3. No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between the Client and the Company and set out in writing and a copy of the varied terms is given to the Company and signed by the parties stating the date on or after which such varied terms shall apply.
  1. MUTUAL OBLIGATIONS
    1. The Client shall not be obliged to offer work to the Company and the Company shall not be obliged to accept any work offered by the Client from time to time. 
    2. The Specified Services shall be performed at such locations as the Client and the Company may agree from time to time.   
    3. The Company shall be entitled to supply its services to any third party during the term of a Contract provided that this does not compromise the provision of the Specified Services it is engaged to provide to the Client under the terms of the Contract. 
  1. COMPANY OBLIGATIONS
    1. The Company's obligation to provide the Specified Services shall be discharged by such Personnel the Company may consider appropriate. 
    2. The Company will choose the Personnel for provision of the Specified Services and retains the right to substitute that choice as it sees fit.
    3. If, either before or during the course of the Contract, the Company becomes aware of any reason why Personnel supplied to provide the Specified Services may not be suitable for the Contract, the Company shall notify the Client accordingly.
    4. The Company will not knowingly engage in any conduct which is detrimental to the interests of the Client which includes any conduct which may bring the Client into disrepute or which results in the loss of custom or business for the Client.
    5. The Company agrees to comply with any statutory or other reasonable rules or obligations notified to it by the Client to the extent that they are reasonably applicable to the Company while performing the Specified Services and to comply with the following conditions:  some text
      1. To furnish the Client with any progress reports as may be reasonably requested from time to time.
      2. To notify the Client in writing if it should become insolvent, dissolved or subject to a winding up petition.
      3. To inform the Client as soon as is reasonably practical if the Company is unable, for any reason, to perform the Specified Services during the course of each Contract. 
    6. The Company shall have reasonable autonomy in relation to determining the method of performance of the Specified Services but in doing so it shall require its Personnel to co-operate with any reasonable requests from the Client to ensure that the Specified Services are provided in a timely and efficient manner and in accordance with health and safety obligations.
    7. Nothing in these Terms shall render the Company or any of its Personnel to be an employee, worker or partner of the Client. 
    8. The Company shall seek to ensure that Personnel perform the Specified Services with reasonable skill and care.  In addition, the Company will take all reasonable steps to safeguard the health and safety of its Personnel and any other person who may be affected by the actions of its Personnel working on the Contract.   
    9. The Company will be responsible for any Income Tax, National Insurance Contributions and any deductions under the Construction Industry Scheme (CIS) together with other taxes and statutory deductions payable in respect of the Personnel engaged on a Contract. The Company will indemnify the Client against any claims or demands in respect of such payments on the basis that the Client will provide assistance and information to the Company as it may require defending such claims.    
    10. The Company and its Personnel will protect the confidentiality and trade secrets of the Client and without prejudice to any other duty, to keep secret all information given to it or gained in confidence.
    11. The Company will not at any time, whether during or after a Contract ends (unless expressly so authorised by the Client as a necessary part of the performance of its duties), disclose to any person or to make use of any of the trade secrets or confidential information relating to the business or affairs of the Client.
    12. The Company will deliver up to the Client at the end of each Contract all documents and other materials belonging to the Client  (and all copies) which are in its possession including documents and other materials created by it or its Personnel during the course of the Contract which belong to the Client.
    13. The Company will not at any time make any copy, abstract, summary or précis of the whole or any part of any document or other material belonging to the Client except when required to do so in the course of its duties under the Contract in which event any such item shall belong to the Client.
    14. The company will process the personal data of any individual that is provided to it in accordance with current data protection legislation and specific consents will be obtained as necessary.  
  1. OBLIGATIONS OF THE CLIENT
    1. The Client shall furnish the Company with information as requested by the Company in order for it to arrange for the Specified Services to be carried out within 24 hours of any request. 
    2. The Client shall ensure that Personnel performing the Specified Services complete and, if required, sign timesheets to verify the number of hours worked each week. The Client shall provide the Company with copies of such timesheets or sufficient information upon request to enable the Company to prepare invoices by no later than close of business on Wednesday each week.
    3. The Client acknowledges and accepts that Personnel engaged in a self-employed capacity are free to supply suitably qualified representatives in order to perform the Specified Services.
    4. The Client shall notify the Company, in advance, if Personnel are required to work outside the UK.
    5. The Client shall cooperate with the Company to ensure that Personnel are provided with all relevant health & safety information and training relating to the Specified Services either prior to or at the commencement of the Contract. 
    6. The Client will be responsible for ensuring the day to day health and safety of Personnel while at the premises at which the Personnel are supplying services and shall establish whether the Specified Services to be provided pose any special or unusual risks to the health and safety of Personnel.  The Client shall communicate such risks to the Company and its Personnel prior to commencement of the performance of the Specified Services to be provided.
    7. The Client will cooperate with any request made by the Company to inspect premises at which Personnel are supplying services for the purposes of confirming the risk assessment which has been undertaken.
    8. If required, the Client will provide appropriate confirmation in writing to the Company where Personnel are subject to PAYE and NIC in accordance with the Agency Legislation.
    9. In the alternative, the Client shall provide sufficient evidence, as required by the Company, to confirm that Personnel’s involvement in the provision of services, is not subject to Control.
    10. The Company shall be responsible for the determination of the tax status of self-employed Personnel under the Agency Legislation by reference to Control, together with any statutory reporting requirements in relation to the use of self-employed subcontractors. The Client warrants that any information provided to the Company pertinent to the Agency Legislation is correct and upon which the Company is able to rely.
    11. If the Client does not provide the information required by the Company in relation to Control, then the Company will rely upon the information given by the Personnel, unless information is subsequently provided to contradict this. In this case, the information provided from both parties will be reviewed.
    12. At the commencement of the Contract, the Client shall inform the Company of the date the supply of Specified Services is to commence and the duration or likely duration of the Specified Services. The Client shall also supply the following information to the Company;
      1. the type of services, location and hours during which the Company will be        required to supply the Specified Services and; 
      2. the fee rate and method of calculation that will be paid and;
      3. the circumstances in which a refund or rebate will be payable to the Client and, if none is payable, a statement to that effect and; 
      4. the procedure to be followed if Personnel whose services are to be supplied to the Client proves unsatisfactory and;
      5. any risks to health and safety known to the Client and the steps the Client has taken to prevent or control such risks and such other information as is identified and;
      6. what experience, training, qualifications or any authorisation required by law or a professional body is necessary to provide the Specified Services. 
    13. The Client shall defend and indemnify the Company against any loss or damage incurred by the Company, Personnel or any third party arising as a result of breach by the Client of the foregoing obligations. 
    14. The Client confirms that it is responsible for the protection of any individual’s personal data pending its receipt by the Company and that it will apply principles to encrypt and protect the data as appropriate.
    15. Where Personnel supplied are incorporated bodies (Personal Service Companies), prior to any labour being supplied, the Client will confirm in written format where it is a medium or large company or a public authority to enable the Company to comply with the requirements under Chapter 8 and 10 of the Income Tax (Earnings and Pensions) Act 2003 (‘ITEPA’).some text
      1. The Client will provide a Status Determination Statement to any Personnel being supplied to detail whether a Personal Service Company worker would be regarded for income tax purposes as an employee of the Client if the services were provided under a contract directly between the Client and Personnel.
      2. The Client shall indemnify the Company, acting in the position of the ‘fee payer’, from any Income Tax and National Insurance Contribution liabilities due under Chapter 10 ITEPA should the Client not meet its obligations under Clauses 4.15 and 4.16. 
  1. INVOICING
    1. The Company shall submit invoices in the agreed form to the Client. The invoice shall specify the amount due from the Client to the Company. Subject to receipt of the timesheet (as detailed at clause 4.2) the Company shall take reasonable steps to provide the invoice and documentation to the Client by no later than Thursday (at 12 noon) following the week to which it relates. 
    2. Subject to receipt of the Company's invoice in accordance with clause 5.1 above, the Client will pay the Company the fees as agreed between the parties plus expenses and VAT where appropriate.
    3. Having received an invoice, cleared funds will be available in the Company's bank account by close of business on Thursday (unless alternative payment terms are agreed).  For the avoidance of doubt, the Supplier shall only be obliged to pay Personnel once the Client has paid the Company’s invoices in accordance with clauses 5.2. 
    4. If the Company shall be unable for any reason to supply the Specified Services to the Client no fees shall be payable by the Client during any period that the Specified Services are not supplied.
    5. If the Contract continues beyond the duration originally envisaged or specified, the Client shall continue to pay fees to the Company in the same way as previously agreed until the Contract is terminated.  
  1. TERM OF AGREEMENT
    1. The Contract shall commence on the date on which it is made and shall continue until completion of the Specified Services at which time the Contract shall expire automatically. 
    2. The Contract may also be terminated at any time by either the Client or the Company (by an authorised representative which shall not include Personnel) giving to the other notice in writing of termination which shall not be less than three months.  
    3. Each party shall be entitled to terminate the Contract forthwith by notice in writing to the other party if:
      1. the other party commits any serious and irremediable breach of the Contract; or
      2. the other party commits any serious but remediable breach of Contract and fails to remedy such breach within the period of 21 days from the service on the party of a notice specifying the breach and requiring it to be remedied.
    4. On termination of the Contract for any reason, the Company shall remain entitled to be paid fees in respect of all Specified Services executed or partly executed prior to the date of termination of the Contract.
    5. The Client may without notice and without liability instruct the Company to cease work pursuant to a Contract at any time, where:
      1. the Client reasonably believes that the Company has not observed any condition of confidentiality applicable to the Company from time to time; 
      2. the Company becomes insolvent, dissolved or subject to a winding up petition;
      3. any representative of the Company working on the Contract is found guilty of any fraud, dishonesty or serious misconduct; or
      4. the Company is unable to perform the Specified Services for more than two days.
    6. Termination of the Contract shall have no effect on any other agreements between the parties, which shall continue in full force and effect until terminated in accordance with these Terms.
    7. This clause 6 sets out the entire basis on which the Agreement may be terminated. 
  1. ACKNOWLEDGMENTS
    1. The Company acknowledges that all copyright, trademarks, patents and other intellectual property rights derived from services carried out during the term of the Contract by the Company and its Personnel shall either belong to the Client.
  1. NOTICES
    1. All notices which are required to be given hereunder shall be in writing and shall be sent to the registered office from time to time of the party upon whom the notice is to be served. Any such notice may be delivered personally or by first class prepaid post or email transmission and shall be deemed to have been served when delivered if by hand within 48 hours, if by first class post and when dispatched if by email.
  1. LIABILITY
    1. Subject to the terms of this Clause 9, the Company shall not be liable for loss, damage or injury to any party resulting from the negligent acts or omissions of the Company or its Personnel except in each case to the extent that such acts or omissions constitute and give rise to a breach of this Contract by the Company and subject to the limitations on liability below. 
    2. The Company shall not be liable if such acts or omissions were done or omitted to be done by Personnel in accordance with the Client’s instructions. 
    3. The Client acknowledges that they remain responsible for the engagement, payment and any other liability in relation to any Personnel working for them until such time that the relevant Personnel have successfully registered on the Vyce system and had their ID and Right to Work marked as “Vyce Verified”.
    4. The Company shall ensure the provision of adequate Public Liability Insurance, Employers Liability Insurance and Professional Indemnity Insurance in respect of its Personnel sufficient to satisfy the terms of the Contract and shall make a copy of the policies available to the Client upon request.  
    5. The Client shall ensure that the Company and its Personnel are suitably and adequately covered by appropriate professional indemnity, accident and public liability insurance policies of the Client to undertake the Specified Services and shall make a copy of policies available to the Company upon request.  
    6. Without limiting the foregoing, the Client shall ensure that such insurance covers Client staff that may be affected by any acts or omissions of the Personnel while they are at the Client's premises and shall make such policies available to the Company upon request and comply with the Company's reasonable requirements in respect of such policies.
    7. The Company and its Personnel shall not be liable in contract, tort, negligence, breach of statutory duty or otherwise for any indirect or consequential loss, damage, costs or expenses incurred or suffered by any person (however caused), including any loss of profits, turnover, business or goodwill suffered or incurred by any person. 
    8. Save in respect of death, personal injury or fraud, the Company’s combined liability to any party under this Contract whether arising under any statute, in contract or in tort, shall in respect of any claim or series of related claims not exceed £1,000,000.
  1. FORCE MAJEURE
    1. Force Majeure Event means any circumstance not within a party’s reasonable control including without limitation;
      1. acts of God, flood, drought, earthquake or other natural disaster;
      2. epidemic or pandemic;
      3. terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
      4. nuclear, chemical or biological contamination or sonic boom;
      5. collapse of buildings, fire, explosion or accident;
      6. any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party);
      7. non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and 
      8. interruption or failure of utility service.
    2. Provided it has complied with clause 10.3, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
    3. The Affected Party shall: (a) as soon as reasonably practicable after the start of the Force Majeure Event but no later than 1 day from its start, notify the other party of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and (b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
    4. If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than 1 week, the party not affected by the Force Majeure Event may terminate this agreement by giving 2 days' written notice to the Affected Party.
  1. GOVERNING LAW AND JURISDICTION
    1. This Agreement shall be governed and construed in accordance with the law of England and Wales.  Each party hereby submits to the non-exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of or in connection with this Agreement and its implementation and effect.
    2. Any claims under this Agreement must be commenced within 6 months of the cause of action giving rise to the claim occurring.
  1. ILLEGALITY
    1. If any provision or term of these Terms shall become or be declared illegal, invalid or unenforceable for any reason whatsoever including, but without limitation, by reason of the provisions of any legislation or other provisions having the force of law or by reason of any decision of any Court or other body or authority having jurisdiction over the parties of these Terms, such terms or provisions shall be divisible from these Terms and shall be deemed to be deleted and the remaining terms shall continue in full force and effect, provided always that if any such deletion substantially affects or alters the commercial basis of these Terms the parties shall negotiate in good faith to amend or modify the provisions and terms of these Terms as necessary or desirable in the circumstances.
  1. MISCELLANEOUS
    1. These Terms constitute the entire agreement and understanding between the parties and govern the contractual agreement between the parties. For the avoidance of doubt, Personnel providing services shall have no such authority to bind the Company or vary or amend this Contract. 
    2. In the event of any conflict or inconsistency between these Terms and any other terms and conditions now or in the future, these Terms shall prevail.
    3. Except as otherwise provided herein, the Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms and no person other than the Client and the Company shall have any rights under it.
    4. These Terms replace and supersede any other terms and conditions provided by the Company or the Client in respect of any agreement relating to the subject matter hereof now or in the future unless expressly otherwise agreed by the parties.

By continuing to utilise the Vyce Pay Module, you acknowledge and agree that these terms of service are subject to periodic updates. You further acknowledge and agree that your continued use of the Vyce Pay Module constitutes your acceptance of any revised terms of service regarding the supply of services.

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