Clearvision Terms of Service

When you use Clearvisions services you are subject to our terms. Please read them carefully.

Clearvision Terms of Service

These Clearvision Terms of Service, as may be amended from time to time, together with any schedules, appendices, or otherwise (the “Terms”) are between Clearvision and You.

“Clearvision” means Clearvision (CM) 2005 Limited, a company registered in England and Wales under company number 5643578, whose registered address is Laurel Farm, Winters Hill, Durley, Southampton, SO32 2AH. 

“You” means the entity you represent in accepting these Terms or, as applicable you individually.  If You are accepting these Terms on behalf of an entity, You represent and warrant that: 

  1. You have full legal authority to bind your employer or any such entity to these Terms; 
  2. You have read and understand these Terms; and 
  3. You agree to these Terms on behalf of the party that you represent. 

(Individually a “Party” and collectively the “Parties”)

These Terms do not have to be signed in order to be binding. These Terms are effective as of the date You place an Order (the “Effective Date”). “Order” means a Signed Quotation for the provision of the Services, a signed Statement of Work for provision of the Services, payment of an invoice presented to You by Clearvision for the provision of the Services, or the use by You of the Services, whichever is earlier. 

1. Overview of Structure 

Some Services may be subject to additional terms specific to that Service as set forth in the Product-Specific Terms. The Product Specific Terms form part of these Terms and You accept and agree to comply with and be legally bound by the Product-Specific Terms as they are applicable. 

For the avoidance of doubt, these Terms do not govern any purchase of Third Party Software, which is subject to, and governed by the Resale of Third Party Software Terms as published on the Clearvision website. 

2. Definitions

2.1 In these Terms the following words and phrases shall have the following meanings unless otherwise stated:

“Accepted Industry Standards”

means the use of standards and practices and the exercise of the degree, skill, care, diligence, prudence and foresight which would reasonably be expected from a skilled and experienced person engaged in the provision of similar services under similar conditions;

“Affiliate”

means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control” for the purposes of this definition, means direct or indirect ownership or the ability to exercise control over more than 50% of the voting interests of the subject entity;

“Applicable Law”

means all statues, regulations, by-laws, delegated or subordinate legislation, common law and the law of equity, any binding court order, judgment or decree, along with any code of practice, rule, regulation or guidance note issued by a government, statutory, or other regulatory body, which are applicable to the operation of the Contractual Documents;

“Brand Features”

means the name, trading names, brand, logo, trademarks, service marks, domain names or other distinctive features of Clearvision or You;

“Charges”

means the charges payable for the Services as specified in each Order or otherwise agreed in writing;

“Confidential Information”

means Information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of the Party disclosing the information, including, without limitation, the technical data and know-how relating to the business of the disclosing Party or any of its suppliers, customers, agents, distributors, shareholders, management or business contacts;

“Contractual Documents”

means collectively these Terms, the Product-Specific Terms, and any applicable Statement of Work or Signed Quotation;

“Data Protection Legislation”

means all Applicable Laws and regulations relating to the processing of Your data and privacy including the UK General Data Protection Regulation and the Data Protection Act 2018 and any applicable enacting, successor, supplementing or amending legislation; 

“Deliverables”

means any output of the work to be delivered to You according to the Contractual Documents;

“Intellectual Property Rights”

means patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, 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;

“Product-Specific Terms”

means the terms published on the Clearvision website found here: https://www.clearvision-cm.com/trust-centre/legal/product-specific-terms/

“Services”

means the services to be provided by Clearvision in accordance with the Contractual Documents, including, but not limited to consultancy, training, professional services, managed services, support, hosting, experts on demand and subscription services;

“Signed Quotation”

means a quotation produced by Clearvision listing the nature of the Services together with the applicable Charges, signed and dated by both Parties;

“Statement of Work”

means the document detailing the nature of the Services and Deliverables, together with the applicable Charges, as may be executed from time to time between You and Clearvision;

“Term”

means the period for which Clearvision is to deliver the Services, as stated on the Contractual Documents, or for the duration of the Services, whichever is longer;

“Third Party Software”

means the third party software supplied by Clearvision to the You as specified in the Contractual Documents;

“Users”

means any employee, representative, consultant, contractor or other party who You have granted access to the Services/Deliverables as the context dictates. 

3. Interpretation

3.1 Unless the context otherwise requires, any reference to the singular will include the plural and vice versa.

3.2 Any particular reference to a gender shall include the other gender. 

3.3 “Includes” or “including” means without limitation. 

3.4 Headings and titles are inserted for the convenience of the Parties and are not to be considered when interpreting these Terms.

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

3.6 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

3.7 A reference to writing or written includes email.

3.8 A reference to a statute, statutory provision, rule or regulation is a reference to it as amended, extended or re-enacted from time to time.

4. Order of Precedence

4.1 In the event of any conflict or inconsistency between the Contractual Documents, the following order of precedence shall apply:

a. Statement of Work together with any schedules or appendices thereto;

b. any applicable Product-Specific Terms;

c. these Terms together with any schedules, appendices or any other documentation referred to herein;

d. a Signed Quotation

5. Precedence over standard terms

5.1 These Terms shall apply to the exclusion of, and shall prevail over, any standard terms and conditions contained in or referred to in any documentation submitted by You, or in any correspondence or elsewhere or implied by trade custom, practice or any course of dealing.

6. Warranties, Remedies and Disclaimers

6.1 Clearvision Warrants:

a. to perform the Services and deliver the Deliverables in accordance with the Contractual Documents. Clearvision shall allocate sufficient resources to enable it to comply with this warranty;

b. to You that the Services will be provided using reasonable skill and care in accordance with the Contractual Documents, and to Accepted Industry Standards. The foregoing warranty is subject to You notifying Clearvision promptly, and in any event within thirty (30) days of the date of performance of the alleged nonconforming Services, and providing all information and assistance reasonably requested by Clearvision in connection therewith. Upon receiving such timely notice, as Clearvisions entire obligation and Your sole and exclusive remedy, Clearvision will use commercially reasonable efforts to re-perform or otherwise remedy the nonconformity at no additional charge to You;

c. to use reasonable endeavours to meet any performance dates specified in the Contractual Documents but any such dates shall be estimates only and time for performance by Clearvision shall not be of the essence.

6.2 Clearvision shall have the right to make any changes to the Services, Deliverables and/or Contractual Documents which are necessary to comply with any Applicable Law or safety requirement, or which do not materially affect the nature or quality of the Services provided that Clearvision shall notify You promptly in writing in the event of any such changes and should You disagree with the changes to be made, You shall have the right to terminate the affected Services immediately by serving written notice to Clearvision and Clearvision shall refund to You any Charges paid in advance, minus Charges accrued up to the date of the notice.

6.3 Clearvision shall not be liable for any failure or delay in delivery of the Services and/or Deliverables where such failure is attributable to You in any way including failing to comply with its warranties under these Terms.

6.4 You warrant:

a. to cooperate with Clearvision in all matters relating to the Services and/or Deliverables and comply with any additional responsibilities of You as set out in the Contractual Documents;

b. to provide, for Clearvision, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to Your premises, office accommodation, data and other facilities as reasonably required by Clearvision to enable it to comply with its obligations pursuant to the Contractual Documents upon reasonable advance written notice haven been given to You;

c. to provide to Clearvision in a timely manner all documents, information, data, items and materials in any form required under the Contractual Documents or otherwise reasonably required by Clearvision to enable it to comply with its obligations pursuant to the Contractual Documents upon reasonable advance written notice haven been given to You and to ensure that they are materially accurate and complete;

d. to inform Clearvision in writing of all health and safety and security requirements that apply at Your premises prior to any agreed access by Clearvision;

e. to ensure that all Your equipment is in good working order and suitable for the purposes for which it is used and conforms to all relevant standards or requirements.

6.5 If Clearvisions performance of its obligations is prevented or delayed by any act or omission of You, Your agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, Clearvision shall be permitted an extension of time to perform its obligations equal to the delay caused by You and Clearvision shall not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from Clearvisions failure or delay to perform any of its obligations as set out in the Contractual Documents.

6.6 Except as expressly provided herein, neither Party makes any warranties of any kind, whether express, implied, statutory or otherwise, and each Party specifically disclaims all implied warranties, including any warranties of merchantability or fitness for a particular purpose, to the maximum extent permitted by Applicable Law. It is Your responsibility to ensure the Services and/or Deliverables meets Your requirements. Clearvision shall not be held liable for any failure to provide any facility or function not specified in the Contractual Documents. 

7. Charges

7.1 In consideration of the provision of the Services and/or Deliverables by Clearvision, You shall pay the Charges as set out in the Contractual Documents, in accordance with the terms of the Contractual Documents.

7.2 Without prejudice to and of the provisions of these Terms, Clearvision reserves the right to increase the Charges by giving notice to You at any time, to reflect any increase in the cost of the Services and/or Deliverables to Clearvision that is due to:

a. any factor beyond Clearvisions control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour and materials); or

b. any delay caused by any instructions of You or failure on Your part to give Clearvision adequate or accurate information or instructions in respect of the Services and/or Deliverables.

8. Expenses

8.1 Unless otherwise agreed between the Parties, the Charges exclude the following, which shall be payable by You as applicable:

a. the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom Clearvision engages in connection with the Services; and

b. the cost to Clearvision of any materials or services procured by Clearvision from third parties for the provision of the Services as such items and their cost are agreed between the Parties.

8.2 Each invoice shall, where applicable, include any expenses as a single line item.

8.3 Clearvision shall not be required to provide any expenses receipts unless a copy of the same has been requested by You prior to an invoice being issued.  Clearvision reserves the right to levy an administration charge on You equivalent to £50.00 (fifty pounds) per invoice in the event that a detailed breakdown of expenses is requested by You prior to, or subsequent to an invoice being issued.  

9. Invoicing

9.1 Clearvision shall invoice You for the Charges at the intervals specified in the Contractual Documents. 

10. Payment Terms

10.1 You shall pay each invoice submitted to You by Clearvision within thirty (30) days of the date of invoice in full and in cleared funds to a bank account nominated in writing by Clearvision from time to time.  All invoices and payments shall be made in the currency stated on the invoice.  You shall be responsible for any applicable bank and/or foreign exchange charges.

10.2 Any sum payable by You under the Contractual Documents which is expressed in Pounds Sterling shall, where applicable (and by mutual written agreement between the Parties), be converted into either US Dollars, or Euros, using an independent exchange rate selected by Clearvision in its sole discretion.

10.3 Without prejudice to any other right or remedy that it may have, if You fail to pay Clearvision any sum due under the Contractual Documents on the due date:

a. You shall pay late payment fees equivalent to 5% of the invoice value for each full calendar month the invoice is overdue by. You shall pay the late payment fees together with the overdue amount; and

b. if applicable, Clearvision may suspend part or all of the Services until payment has been made in full.

10.4 If payment is not made within thirty (30) days of the due date, Clearvision shall have the right to terminate the Services immediately on written notice to You.

10.5 All sums payable to Clearvision under the Contractual Documents:

a. are exclusive of VAT, and You shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and

b. shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

11. Statements of Work/Quotation 

11.1 Each Statement of Work/Quotation shall be agreed in the following manner:

a. You shall ask Clearvision to provide Services and shall provide Clearvision with as much information as Clearvision reasonably requests in order to prepare a draft Statement of Work or quotation for the Services as the context dictates;

b. following receipt of the requested information, Clearvision shall as soon as is reasonably practicable either inform You that it declines to provide the Services (which shall be at Clearvisions sole discretion) or provide You with a draft Statement of Work/Quotation.

11.2 A Statement of Work/Quotation shall not be deemed final until signed by both Parties and dated.

12. Change Control

12.1 Either Party may propose changes to the scope or execution of the Services, but no proposed changes shall come into effect until a relevant Change Order has been signed by both Parties. A “Change Order” shall be a document setting out the proposed changes and the effect that those changes will have on:

a. the Services;

b. the Charges;

c. the timetable for the Services; and

d. any other terms

12.2 If Clearvision wishes to make a change to the Services, it shall provide a draft Change Order to You.

12.3 If You wish to make a change to the Services:

a. You shall notify Clearvision and provide as much detail as Clearvision reasonably requires of the proposed changes, including the timing of the proposed change; and

b. Clearvision shall, as soon as reasonably practicable after receiving the information at clause 12.1, provide a draft Change Order to You.

12.4 Clearvision may charge for the time it spends on preparing and negotiating Change Orders which implement changes proposed by You pursuant to clause 12.3 of these Terms on a time and materials basis at Clearvisions then current hourly rates. Any additional Charges will be notified in writing to You prior to the drafting of the Change Order commencing. 

13. Remedies 

13.1 If the Services and/or Deliverables are not supplied in accordance with, or Clearvision fails to comply with, any terms of the Contractual Documents You shall be entitled (without prejudice to any other right or remedy under these Terms or in law) to exercise any one or more of the following rights or remedies:

a. to refuse to accept the provision of any further Services and acceptance of any further Deliverables. Clearvision shall refund You any Charges paid in advance, minus Charges accrued up to the date this clause is invoked; or

b. to require Clearvision, without any additional charge to You, to carry out any and all remedial work as necessary to correct its failure.

14. Termination

14.1 Either Party may terminate a Statement of Work/Signed Quotation for cause with immediate effect by giving written notice to the other Party if:

a. the other Party commits a material breach of any of the terms of the Contractual Documents, and that breach (if capable of remedy) is not remedied within thirty (30) days after written notice being given requiring it to be remedied; or

b. an order is made or a resolution is passed for the winding-up of the other Party or an administrator is appointed by order of the court or by other means to manage the affairs, business and property of the other Party or a receiver and/or manager or administrative receiver is validly appointed in respect of all or any of the other Party’s assets or undertaking or circumstances arise which entitle the Court or a creditor to appoint a receiver and/or manager or administrative receiver or which entitle the Court to make a winding-up or bankruptcy order or the other Party takes or suffers any similar or analogous action in consequence of debt; or

c. the other Party ceases, or threatens to cease, to carry on its business.

14.2 Without affecting any other right or remedy available to it, Clearvision may terminate a Statement of Work/Signed Quotation with immediate effect by giving written notice to You if:

a. pursuant to clause 10.4, if any payment is not made within thirty (30) days of the due date;

b. there is a change of Control of You.

14.3 Either Party may terminate a Statement of Work/Signed Quotation for convenience at any time by giving not less than sixty (60) days’ written notice to the other Party.

15. Consequences of Termination

15.1 On termination or expiry:

a. You shall immediately pay to Clearvision all of Clearvisions outstanding unpaid invoices and interest with respect to the terminated or expired Services, and in respect of the Services and/or Deliverables supplied and expenses incurred but for which no invoice has been submitted, Clearvision may submit an invoice, which shall be payable immediately on receipt;

b. In the event that a Statement of Work/Signed Quotation is terminated pursuant to clause 14.3 (termination for convenience) by either Party You shall receive a refund for any undelivered Services/Deliverables that have been paid for in advance. 

c. In the event that a Statement of Work/Signed Quotation is terminated by Clearvision pursuant to clause 14.1 or 14.2 You shall not be entitled to a refund for any Charges paid in advance, irrespective of whether the Services/Deliverables have been delivered. 

d. You shall, within fourteen (14) days of request by Clearvision, return all of Clearvisions equipment. If You fail to do so, then Clearvision may enter Your premises and take possession of Clearvisions equipment. Until Clearvisions equipment has been returned or repossessed, You shall be solely responsible for its safe keeping;

e. Clearvision shall on request return any of the Client Materials not used up in the provision of the Services.

15.2 Termination or expiry of the Contractual Documents shall not affect any rights, remedies, obligations or 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 Contractual Documents which existed at or before the date of termination or expiry.

16. Postponement/Cancellation

16.1 If You postpone the scheduled start date of the Services for any reason, You shall be liable to pay the following Charges “Postponement Charges” to Clearvision (and such Charges shall be invoiced by Clearvision and be payable by You):

a. six (6) to ten (10) working days prior to the scheduled start date of the Services You shall be liable to pay to Clearvision two hundred and fifty pounds (£250.00) for each of the scheduled days that has been postponed, up to a maximum of two thousand five hundred pounds (£2,500.00); or

b. five (5) or less working days prior to the scheduled start date of the Services You shall be liable to pay to Clearvision four hundred and fifty pounds (£450.00) for each of the scheduled days postponed, up to a maximum of four thousand five hundred pounds (£4,500.00).

16.2 If You terminate a Statement of Work/Signed Quotation in breach of the Contractual Documents, You shall be liable to pay the following Charges “Cancellation Charges” to Clearvision (and such Charges shall be invoiced by Clearvision and be payable by You):

a. six (6) to ten (10) working days prior to the scheduled start date of the Services You shall be liable to pay to Clearvision fifty percent (50%) of the total Charges payable under the Statement of Work/Signed Quotation; or

b. three (3) to five (5) working days prior to the scheduled start date of the Services You shall be liable to pay to Clearvision seventy percent (70%) of the total Charges payable under the Statement of Work/Signed Quotation; or

c. two (2) working days or less prior to the scheduled start date of the Services You shall be liable to pay to Clearvision ninety percent (90%) of the total Charges payable under the Statement of Work/Signed Quotation.

16.3 The Parties intend by the provisions in Section 16 to agree in advance to the settlement of damages to Clearvision that will arise from Your postponement or termination in breach of contract. The Parties acknowledge that this Section 16 provides for reasonable liquidated damages, and not a penalty, and bears a reasonable relation to the damages Clearvision will sustain, which are uncertain and difficult to estimate at this time.

17. Surviving Provision

17.1 Any provision contained in the Contractual Documents that expressly or by implication are intended to come into or continue in force on or after termination or expiry of the Contractual Documents shall remain in full force and effect for such period as is necessary. 

18. Confidentiality

18.1 Each Party undertakes that it shall not at any time during the Term, and for a period of five (5) years after, disclose to any person any Confidential Information, except as permitted by clause 18.2 below.

18.2 Each Party may disclose the other Party’s Confidential Information:

a. to its employees, officers, representatives, 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 Contractual Documents. Each Party shall ensure that its employees, officers, representatives, or advisers to whom it discloses the other Party’s confidential information comply with these Terms; and

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

18.3 No Party shall use the other Party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contractual Documentation.

19. Indemnification

19.1 You will indemnify, defend and hold Clearvision harmless from and against any and all claims, demands, suits, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and court costs) arising out of or resulting in whole or in part from Your or Your Users’ misuse of the Services and/or Deliverables.

20. Limitation of Liability

20.1 Nothing in the Contractual Documents shall limit or exclude either Party’s liability to the other for:

a. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

b. fraud or fraudulent misrepresentation; or

c. any liability which cannot be limited or excluded by Applicable Law.

21. Exclusion of Damages

21.1 Subject to Section 20 neither Party shall have any liability to the other Party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contractual Documents for:

a. loss of profits;

b. loss of products or loss of production;

c. loss of agreements or contracts; or

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

22. Liability Cap

22.1 Subject to Sections 20 and 21 Clearvisions total liability to You, whether in contract, tort (including negligence), for breach of statutory duty, under an indemnity or otherwise for any loss or damage, costs or expenses arising under or in connection with the Services, Deliverables and/or Contractual Documents including any liability for the acts or omissions of its employees, consultants and subcontractors shall in no event exceed in the aggregate the sum of £10,000 (ten thousand pounds).

23. Data Protection and Data Processing

23.1 Clearvision is committed to protecting and respecting Yours and other Users’ privacy and to acting in compliance with Data Protection Legislation. Information about how we collect, use, store and otherwise process Your personal data and other information can be found in our Privacy Policy.

23.2 Where Clearvision acts as a data processor on Your behalf You accept and agree to be bound by the Data Processing Agreement as found published on the Clearvision website and as may be amended from time to time.

24. Intellectual Property Rights

24.1 Other than in respect to information that You have supplied to Clearvision “Client Materials”, Clearvision and its licensors shall retain ownership of all Intellectual Property Rights throughout the world subsisting in the Contractual Documents, in the Deliverables and the Services.

24.2 In relation to the Client Materials, You and Your licensors shall retain ownership of all Intellectual Property Rights in the Client Materials. 

24.3 Each Party grants the other Party, or shall procure the direct grant to the other Party of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the Term to copy and modify the Deliverables/Client Materials for the sole purpose of receiving or providing the Services and the Deliverables; and

24.4 Neither Party shall sub-license, assign or otherwise transfer the rights granted in Section 24.

24.5 You understand that all information which You may have access to or through its receipt and use of the Services may be protected by Intellectual Property Rights owned by the partners, sponsors or advertisers providing content to Clearvision.  Accordingly, You may not modify, rent, lease, loan, sell, distribute or create derivative works based on such content either in whole or in part without having express written agreement from Clearvision or the legal owners in law of such content.

24.6 Each Party warrants that the receipt and use of the Deliverables, Services and Client Materials in accordance with the Contractual Documents by the other Party, its agents, subcontractors or consultants shall not infringe any rights of third parties. 

24.7 Subject to Section 22 of these Terms, each Party shall keep the other Party, its agents, subcontractors or consultants indemnified in full against all costs, expenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by the Party as a result of or in connection with any claim brought against the Party, its agents, subcontractors or consultants by a third party for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the receipt or use of the Deliverables, Services or Client Materials in accordance with the Contractual Documents. 

24.8 If either Party “Indemnifying Party” is required to indemnify the other Party “Indemnified Party” under Section 24 of these Terms, the Indemnified Party shall:

a. notify the Indemnifying Party in writing of any claim against it in respect of which it wishes to rely on the indemnity at clause 24.7 above (as applicable) (“IPRs Claim”);

b. allow the Indemnifying Party, at its own cost, to conduct all negotiations and proceedings and to settle the IPRs Claim, always provided that the Indemnifying Party shall obtain the Indemnified Party’s prior written approval of any settlement terms, such approval not to be unreasonably withheld;

c. provide the Indemnifying Party with such reasonable assistance regarding the IPRs Claim as is required by the Indemnifying Party, subject to reimbursement by the Indemnifying Party of the Indemnified Party’s costs so incurred; and

d. not, without prior consultation with the Indemnifying Party, make any admission relating to the IPRs Claim or attempt to settle it, provided that the Indemnifying Party considers and defends any IPRs Claim diligently, using competent counsel and in such a way as not to bring the reputation of the Indemnified Party into disrepute.

24.9 If the Services and/or Deliverables are held or likely to be held infringing, Clearvision shall have the option, at its expense to (i) replace or modify the Services and/or Deliverables as appropriate, (ii) obtain a license for You to continue using the Services and/or Deliverables, (iii) replace the Services and/or Deliverables with a functionally equivalent service; or (iv) terminate the applicable Services and/or Deliverables and refund any prepaid, unused Charges applicable to the remaining portion of the Term following the effective date of termination.

24.10 Where title to the Deliverables is due to pass to You, it shall not pass to You until Clearvision has received all Charges due.

25. Relationship of the Parties

25.1 The Parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.

26. Sub-Contractors 

26.1 Clearvision shall be entitled, in its absolute discretion, to appoint sub-contractors to provide all or part of the Services. 

26.2 Where such a sub-contractor is a personal services company Clearvision shall comply with the off-payroll working rules and shall be solely responsible for completing and issuing the status determination statement to the sub-contractor as applicable. 

26.3 You understand and accept that Clearvision is deemed the end client under the off-payroll working rules and that Clearvision retains complete discretion and responsibility over the status determination of any sub-contractors used to provide all or part of the Services.

27. Non-solicitation

27.1 Each Party agrees, for the Term, and for a further period of twelve (12) months thereafter, not to solicit or induce any officer, employee, agent or contractor of the other Party to terminate their employment or engagement with that Party without the prior written consent of that Party. Such consent to be at the complete discretion of the Party concerned. In the event of a breach of this Section 27, the Party in breach shall pay to the other Party a fee equivalent to twenty-five (25) percent of the individual’s then basic annual salary.

28. Publicity

28.1 You grant Clearvision the right to include Your Brand Features in Clearvisions promotional and marketing materials, website, collateral and/or other material.

28.2 You can opt to have Your Brand Features excluded from such use by Clearvision by emailing marketing@clearvision-cm.com with the subject matter stating, “Non-use of Subscriber Name” and indicating which items to remove. Clearvision will notify You within thirty (30) days that all Your Brand Features have been removed as requested.

28.3 You may not use Clearvisions Brand Features without prior written consent from Clearvision.

28.4 You acknowledge that Clearvision reserves the right to withdraw any consent given in relation to this Section 28 at any time and without reason. In the event of such consent being revoked, You will remove all references to Clearvisions Brand Features within a period of no more than thirty (30) days.

29. Force Majeure

29.1 Neither Party will be liable for any failure nor delay in performance of the Contractual Documents which is caused by circumstances out of the reasonable control of a Party. (“Force Majeure”).

29.2 The Parties are not under any obligation to fulfil any obligation if fulfilment is impossible as a consequence of Force Majeure. If a situation of Force Majeure lasts longer than ninety (90) calendar days, the Parties shall have the right to terminate the Contractual Documents by giving notice to the other Party in writing.  Any Services which have been delivered or performed pursuant to the Contractual Documents prior to the Force Majeure event may be invoiced by Clearvision and will be payable by You.

30. Entire Agreement

30.1 The Contractual Documents constitute the entire agreement between the Parties and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. 

31. Assignment

31.1 Neither Party may assign any of its rights or obligations hereunder, whether by operation of Applicable Law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld).  Notwithstanding the foregoing, either Party may assign the Contractual Documents without consent of the other Party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other Party.  A Party’s sole remedy for any purported assignment by the other Party in breach of this paragraph shall be, at the non-assigning Party’s election, termination upon written notice to the assigning Party.  In the event of such a termination, Clearvision shall refund You for any undelivered Services/Deliverables that have been paid for in advance. 

32. Enurement

32.1 The Contractual Documents shall ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

33. Modification

33.1 Any amendment or modification to the Contractual Documents or additional obligation assumed by either Party shall be in writing and signed by each Party or an authorised representative of each Party. Any modification contrary to this clause shall be void and without full force or effect.

34. Severability

34.1 If any provision (or part of a provision) of the Contractual Documents is held by a court of competent jurisdiction to be contrary to Applicable Law, the provision (or relevant part thereof) shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by Applicable Law, and the remaining provisions shall remain in effect.

35. Waiver

35.1 The waiver by either Party of a breach, default, delay or omission of any of the provisions of the Contractual Documents by the other Party shall not be construed as a waiver of any subsequent breach of the same or other provisions.

36. Governing Law

36.1 It is the intention of the Parties that the Contractual Documents and performance of and under the Contractual Documents, and all legal action, dispute resolution and special proceedings, be construed and governed, to the exclusion of the law of any other forum or jurisdiction, by the laws of England and Wales, without regard to the jurisdiction any legal action, dispute resolution and special proceedings may be instituted.

37. Notices

37.1 Except as otherwise specified in the Contractual Documents, all notices required or permitted under the Contractual Documents will be in writing, and will be deemed given when delivered via e-mail. All such notices served to Clearvision will be sent to legal@clearvision-cm.com.

38. Third Party Rights

38.1 The Parties do not intend that any term of the Contractual Documents will be enforceable by any person who is not a Party to them.

39. Electronic Signature

39.1 Transmission of an executed document (but for the avoidance of doubt not just a signature page) by email or electronic signature system shall take effect as delivery of the relevant document.

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