Terms & Conditions

1.1 These regulatory guidelines (‘Terms’) establish the primary framework and supersede any conflicting protocols found within quotations, accepted purchase requests, or alternative supply arrangements for VoCoVo hardware and professional assistance. All legal implications, commercial customs, and client-specific stipulations are expressly excluded. However, should a mutually executed Statement of Work ("SOW") exist, its provisions regarding specific deliverables, service level benchmarks, project timelines, and unique terms shall take precedence over these general conditions.

1.1A To ensure transparency, every individual Order or SOW will define the specific hardware (Equipment), professional support (Services), and any necessary digital tools ("Software") included under the relevant agreement.

1.2 No modifications, supplemental additions, or exclusions to these defined Terms shall be considered valid unless formally documented and signed by an authorised VoCoVo representative.

1.3 All estimates, strategic proposals, or formal RFP responses issued by VoCoVo are non-committal and remain subject to withdrawal via written notification at any moment.

1.4 A client’s confirmation of a VoCoVo proposal, plan, or the submission of a purchase request (each designated as an "Order") is viewed as a formal procurement offer. A binding Contract is established only once VoCoVo provides formal acceptance, acknowledges the submission, or begins project execution. The finalised agreement for such an Order incorporates the signed SOW, these underlying Terms, and the specific Order details regarding quantity and cost, organised by this specific hierarchy of authority.

2.1 Hardware fulfillment adheres to the Delivered Duty Paid (DDP) standard per Incoterms® 2020 at the specified location. VoCoVo manages transportation logistics and initial customs requirements, with ownership risk transferring to the client upon arrival at the destination. Clients are expected to offer necessary cooperation for customs clearance; any liabilities stemming from delays in providing this assistance fall upon the customer.

2.2 While VoCoVo endeavors to satisfy projected completion dates, these timelines are estimated and do not constitute a strict temporal obligation within the contract.

2.3 VoCoVo disclaims responsibility for missing or impaired equipment unless the client provides written notification and evidence within five (5) days of the expected arrival. Upon validation, the sole remedy shall be the replacement of affected items or an appropriate billing adjustment.

3.1 Remittance is required within a 30-day window from the invoice date via electronic transfer to the specified VoCoVo account. Any delayed payments will incur an annual interest rate of 4% above the current Bank of England base rate, calculated on a daily basis.

3.2 Legal ownership of equipment remains with VoCoVo until full financial settlement is reached, though the risk of loss shifts to the client immediately upon delivery.

4.1 Both parties will designate specific project leaders to facilitate effective collaboration and oversight throughout the duration of the agreement.

4.2 It is the client's responsibility to ensure the site is ready for implementation, providing essential access, facilities, and accurate data while maintaining compliance with all relevant local regulations and permits.

4.3 The client affirms their legal capacity and authority to enter this binding agreement, guaranteeing that all internal execution protocols have been satisfied to make these obligations valid and enforceable.

4.4 Should a change in scope be requested by the client, it must be submitted in writing. VoCoVo will subsequently provide an assessment of the impact on timelines, resource allocation, pricing, and any necessary contract revisions.

4.5 VoCoVo maintains the authority to refine these conditions periodically by updating our digital platforms or through direct client notification. Continued engagement with our services or hardware following these updates signifies an agreement to the revised terms.

5.1 Equipment and professional services will be procured according to the financial structures detailed in the relevant SOW.

5.2 Stated costs do not include applicable sales taxes, VAT, or other government-mandated levies, which remain the responsibility of the client.

5.3 If local laws require any tax withholdings from payments, the total invoiced amount must be adjusted upward to ensure VoCoVo receives the full intended net value.

5.4 VoCoVo may adjust pricing for hardware or services during the contract term with a 30-day notice period to account for external cost fluctuations, including:

• External economic factors such as currency shifts, tax increases, or rising manufacturing and labor expenses.
• Client-initiated adjustments to delivery schedules, item quantities, or service specifications.
• Project setbacks resulting from inaccurate data or instructions provided by the customer.

5.5 Additionally, VoCoVo may implement an annual service fee increase, capped at the Retail Prices Index plus 5%, with a 30-day prior notification to the client.

6.1 For a duration of 12 months post-delivery, VoCoVo guarantees that hardware will align with official technical specifications and remain free from manufacturing defects.

6.2 BEYOND THESE SPECIFIC GUARANTEES, VOCOVO DISCLAIMS ALL OTHER WARRANTIES, INCLUDING ANY IMPLIED ASSURANCES OF MARKETABILITY OR SUITABILITY FOR PARTICULAR USES.

6.3 Professional services will be executed by qualified experts adhering to high industry standards. Any specific service commitments or credits are strictly limited to those documented within the formal SOW.

6.4 ALL OTHER SERVICE-RELATED WARRANTIES ARE EXPRESSLY DISCLAIMED, EXCEPTING THE FUNDAMENTAL COMMITMENT TO PROFESSIONAL EXECUTION OUTLINED ABOVE.

6.5 In the event of a hardware warranty breach, VoCoVo will, at its discretion, provide repairs, replacements, or a credit for the original cost.

6.6 For service-related issues, VoCoVo will either remedy the deficiency through re-performance or issue an appropriate refund.

6.7 THESE MEASURES REPRESENT THE TOTALITY OF VOCOVO'S OBLIGATION AND THE CLIENT'S SOLE RECOURSE FOR ANY WARRANTY-RELATED DISPUTES.

7.1 Both parties commit to safeguarding proprietary data and restricting its use solely to contract execution. This obligation persists for five years following contract termination, or indefinitely for trade secrets. Each organisation retains full ownership of its pre-existing intellectual property.

7.2 All rights regarding hardware design, documentation, and service methodologies remain the exclusive property of VoCoVo, with no additional licenses granted beyond those specified here.

7.3 VoCoVo provides a non-exclusive license for the internal use of equipment and materials to ensure the client receives the intended operational benefits.

7.4 Digital software is licensed for use rather than sold. Access is governed by the specific EULA accompanying the software, which takes precedence over these general terms in matters regarding software interaction.

7.5 Any innovations or deliverables created during the project belong to VoCoVo. The client agrees to support the formalisation of these rights as needed, while receiving a limited license to utilise such deliverables for their internal business operations.

8.1 VOCOVO SHALL NOT BE HELD ACCOUNTABLE FOR INDIRECT LOSSES, SUCH AS REVENUE REDUCTION, DATA CORRUPTION, OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THEIR FORESEEABILITY OR THE LEGAL BASIS OF THE CLAIM.

8.2 TOTAL AGGREGATE LIABILITY FOR VOCOVO REGARDING ANY SINGLE CONTRACTUAL CLAIM IS RESTRICTED TO THE TOTAL SUMS RECEIVED FROM THE CLIENT IN THE YEAR PRECEDING THE INCIDENT.

8.3 SIMILARLY, THE CLIENT'S TOTAL FINANCIAL OBLIGATION FOR CLAIMS ARISING UNDER THE AGREEMENT IS CAPPED AT THE TOTAL FEES PAID OR PAYABLE DURING THE PRIOR TWELVE-MONTH PERIOD.

8.4 These limits do not apply to cases of proven fraud, extreme negligence, or physical injury. The financial cap remains firm for all other contractual or tort-based disputes.

8.5 Both parties agree to defend one another against third-party claims resulting from negligence or contractual breaches. VoCoVo specifically offers protection against intellectual property infringement claims regarding our products, provided no unauthorised modifications or improper combinations occurred. In such cases, VoCoVo may choose to secure usage rights, modify the product, or issue a refund as the ultimate resolution.

Each entity is required to maintain comprehensive general liability coverage, with a minimum threshold of two million pounds (£2,000,000) per individual occurrence.

In accordance with the following protocols:

10.1 Contracts may be dissolved immediately if a party commits a severe breach, fails to remedy a violation within 30 days, or faces insolvency and bankruptcy proceedings.

10.2 Provisions intended to survive the contract, such as confidentiality and liability limits, will remain active following its conclusion.

10.3 Termination does not negate any financial or legal obligations that accrued prior to the date of cancellation.

VoCoVo will apply robust technical safeguards for data protection, aligning with client security policies when provided in advance, provided they are reasonable and do not conflict with legal mandates.

VoCoVo shall endeavour to comply in all material respects with the Customer’s Information Security and Privacy Policies but shall not be responsible for any security breaches, viral infections or the like in the Customer’s IT system.

13.1 Both organisations will strictly follow the UK Data Protection Act 2018 and EU GDPR requirements where applicable to their specific roles and regions.

13.2 Beyond standard account management data, personal information is generally not required. If processed, VoCoVo will ensure appropriate security measures, notify the client of any breaches within 72 hours, and manage international data transfers in accordance with legal standards.

13.3 If necessary, the parties will establish a formal Data Processing Addendum (DPA) to govern specialised handling of personal data within the contract.

Contractual rights cannot be transferred without mutual consent, though VoCoVo may utilise subcontractors. A change in corporate ownership for VoCoVo does not count as an assignment and requires no external approval.

This relationship is strictly that of independent entities; no partnership or employment link is created. Each party manages its own tax and regulatory obligations independently.

16.1 Formal communications must be written and delivered via hand, registered post, or confirmed email to the established addresses.

16.2 Notices for VoCoVo should be sent to its corporate headquarters, while client notices will be directed to the addresses specified in the project documentation.

16.3 Confirmation of receipt is assumed upon hand delivery, two days after postage, or immediately upon email transmission, assuming no delivery failure occurs.

16.4 Business days exclude weekends and standard English public holidays.

16.5 Standard notice procedures do not apply to formal legal summons or court filings.

17.1 Neither party is responsible for delays or failures resulting from extraordinary events beyond their reasonable control, excluding the client's financial obligations.

17.2 Such events include natural disasters, pandemics, civic unrest, government sanctions, utility failures, or critical supply chain interruptions.

17.3 The affected party will provide prompt notification and strive to minimise the impact of the disruption.

17.4 VoCoVo’s timelines will be extended to match the duration of the impact, with no liability for subsequent scheduling shifts.

17.5 If a disruption persists beyond 60 days, VoCoVo may cancel the contract, provided the client settles all completed work and associated non-refundable costs.

The English version remains authoritative. Agreements outside of North America are governed by English law, with disputes exclusively handled within the English court system.