Terms & Conditions

Welcome to InnovisionOne (an Innovision Enterprise Company) (“InnovisionOne,” “we,” “us,” or “our”).

These Terms and Conditions (“Terms”) govern your access to and use of our website, located at https://www.innovisionone.com (the “Website”).

By accessing or using our Website, you accept and agree to comply with these Terms. If you do not agree to these Terms, you must not use or access the Website.

1. AGREEMENT STRUCTURE AND INTERPRETATION

1.1 Entire Agreement:
This agreement (“Contract”) is comprised of (i) these Standard Terms and Conditions (“Conditions”), and (ii) the Work Order (as defined below) executed by and between InnovisionOne (an Innovision Enterprise Company) (“InnovisionOne”) and the customer (“Customer”). Any terms or conditions proposed by the Customer which are in addition to or inconsistent with these Conditions are expressly rejected and shall not form part of the Contract.

1.2 Order of Precedence:
In the event of any conflict or inconsistency between the provisions of these Conditions and the Work Order, the provisions of the Work Order shall prevail to the extent of such conflict.

1.3 Definitions:

“Business Day” means a day (other than a Saturday, Sunday or public holiday in England) when banks in London are open for business.
“Charges” means the fees payable by the Customer for the Services, as specified in the Work Order.

“Confidential Information” means all confidential information (whether in written, oral, electronic or other form) disclosed by either party in connection with this Contract, including but not limited to business strategies, financial information, technical data, product designs, and any other proprietary information.

“Deliverables” means all outputs, materials, reports, or other items to be provided by InnovisionOne to the Customer as specified in the Work Order.
“Services” means the services to be performed by InnovisionOne as described in the Work Order.

“Work Order” means the document (whether in physical or electronic form) issued by InnovisionOne and accepted by the Customer which describes the Services, Deliverables, fees, timelines, and other commercial terms.

2. COMMENCEMENT AND DURATION

2.1 Effective Date: The Contract shall come into force on the date specified in the Work Order (“Commencement Date”).

2.2 Term: The Contract shall continue until the completion of the Services, unless earlier terminated in accordance with Section 10 (Termination).

3. SERVICES AND INNOVISIONONE’S OBLIGATIONS

3.1 Performance of Services: InnovisionOne shall provide the Services:

With reasonable skill, care, and diligence in accordance with generally recognized industry standards.

In compliance with all applicable laws, regulations, and health and safety requirements.

3.2 Timeliness: Any dates or milestones specified in the Work Order are estimates only, and time shall not be of the essence for performance.

3.3 Changes to Services: Any modifications to the scope of Services must be agreed in writing and may result in additional Charges.

4. CUSTOMER’S OBLIGATIONS

4.1 Cooperation: The Customer shall:

Provide InnovisionOne with all necessary information, materials, and access required to perform the Services.

Ensure that all information provided is accurate, complete, and not misleading.

4.2 Acceptance of Deliverables:

The Customer shall review and accept or reject Deliverables within 5 business days of receipt.

If the Customer fails to notify InnovisionOne of rejection within this period, the Deliverables shall be deemed accepted.

4.3 Restrictions: The Customer shall not, without InnovisionOne’s prior written consent:

Disclose any Deliverables to third parties.

Use the Deliverables for any purpose other than that specified in the Work Order.

5. CHARGES AND PAYMENT

5.1 Fees: The Customer shall pay the Charges as specified in the Work Order.

Additional work requested by the Customer outside the scope of the Work Order will be billed on a time and materials basis.

5.2 Payment Terms:

50% of the Charges are due upon signing the Work Order.

The remaining 50% are due upon completion of the Services.

Invoices shall be paid within 30 days of receipt.

5.3 Late Payment: Overdue amounts shall accrue interest at 4% per annum above the Bank of England base rate.

5.4 Taxes: All Charges are exclusive of VAT or other applicable taxes, which shall be added at the prevailing rate.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Ownership: All Intellectual Property Rights (IPR) in the Deliverables shall remain the property of InnovisionOne or its licensors.

The Customer is granted a non-exclusive, non-transferable license to use the Deliverables solely for its internal business purposes.

6.2 Customer Materials: The Customer warrants that it has the right to provide any materials to InnovisionOne and indemnifies InnovisionOne against any third-party claims arising from their use.

7. CONFIDENTIALITY

7.1 Obligations: Both parties shall: Maintain the confidentiality of all Confidential Information.

Not disclose such information to any third party without prior written consent.

7.2 Duration: Confidentiality obligations shall survive for 5 years after termination of the Contract.

8. LIABILITY

8.1 Limitation: InnovisionOne’s total liability under the Contract shall not exceed the total Charges paid by the Customer.

8.2 Exclusions: InnovisionOne shall not be liable for:

Indirect, consequential, or incidental damages (e.g., lost profits).

Any third-party data or materials provided by the Customer.

9. TERMINATION

9.1 Termination for Convenience: InnovisionOne may terminate the Contract with 30 days’ written notice.

9.2 Termination for Cause: Either party may terminate immediately if the other:

Fails to pay amounts due.

Commits a material breach and fails to remedy it within 14 days.

Becomes insolvent.

9.3 Effects of Termination:

The Customer shall pay all outstanding fees.

Each party shall return or destroy the other’s Confidential Information.

10. GENERAL PROVISIONS

10.1 Governing Law: The Contract is governed by English law, with disputes resolved in the courts of England.

10.2 Amendments: Any changes must be in writing and signed by both parties.

10.3 Force Majeure: Neither party is liable for delays caused by events beyond their reasonable control.