TERMS OF SERVICE

1. INTRODUCTION & ACCEPTANCE

These Terms of Service (the "Terms") are between you ("you", "your", or the "Client") and VAZGRO LTD, a company registered in England and Wales under company number 15902777, whose registered office is at Innovation Centre, Knowledge Gateway, Boundary Road, Colchester, England, CO4 3ZQ ("Vazgro", "we", "us", or "our"). They govern your use of vazgro.com (the "Site") and any service you purchase from us.

By accessing the Site, contacting us, placing an order, or paying any invoice, you confirm that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a business, you confirm that you have authority to bind that business.

If you do not agree with these Terms, please do not use the Site or purchase our Services. We may make these Terms available in writing alongside an order or proposal; where there is a conflict, the order-specific scope agreement takes precedence over these general Terms.

2. DEFINITIONS

"Services" means any work, package, subscription, project, or staff augmentation we provide, including our LAUNCH, GROW, BUILD, and EXTEND models. "Deliverables" means the websites, designs, code, content, systems, automations, documentation, and other materials we create and deliver to you under an order.

"LAUNCH" means a fixed-price, one-time package with a defined scope and deliverable. "GROW" means a recurring monthly subscription giving you access to ongoing work within an agreed request allowance. "BUILD" means a bespoke, individually quoted project. "EXTEND" means per-seat staff augmentation where we provide dedicated resource billed monthly.

"Subscription" means a recurring GROW or EXTEND engagement billed on a repeating cycle. "Seat" means one allocated unit of dedicated resource under EXTEND. "Scope Agreement" or "Statement of Work" ("SOW") means the specific "Included / Not included / Your responsibilities" details, proposal, or quote presented for an order, which you accept at checkout or by written confirmation.

"Master Services Agreement" or "MSA" means these Terms, which set the overarching framework for every engagement. "Discovery Outputs" means any product requirements document (PRD), specification, architecture, or technical documentation produced in a paid discovery phase. "Acceptance" means your approval (or deemed approval under Section 8) that a milestone or Deliverable materially conforms to its SOW. "Defect" means a material failure of a Deliverable to conform to its SOW, excluding cosmetic issues, change requests, or issues caused by third-party platforms, your changes, or your environment.

3. STRUCTURE OF OUR AGREEMENT (MSA & SOW)

These Terms operate as a Master Services Agreement: they apply to every engagement, while the commercial and delivery specifics of each engagement are set out in a Statement of Work (the Scope Agreement, proposal, or quote you accept). Together, an MSA and an accepted SOW form the contract for that engagement.

Where there is a conflict, the SOW takes precedence over these Terms for that engagement, but only to the extent it expressly addresses the point in question; in all other respects these Terms apply. No variation to a signed SOW is effective unless agreed in writing through the change-control process in Section 9.

Entering into one SOW does not oblige either party to enter into further SOWs. Each SOW is a separate contract incorporating these Terms.

4. OUR SERVICES & THE SCOPE AGREEMENT

We provide digital services across web design and development, branding, content and social support, AI systems, automation, and custom software. Each order is governed by its own SOW, which sets out what is Included, what is Not included, and Your responsibilities for that engagement.

The SOW is the definitive description of what we will deliver. When you complete checkout, accept a proposal, or confirm an order in writing, you agree to that SOW. Anything not expressly listed as Included is Not included and, if required, will be quoted and agreed separately as additional work.

We will use reasonable skill and care to deliver in line with the SOW and good industry practice. Where a request falls outside the agreed scope, we will tell you and, where you wish to proceed, agree the additional fee and timeline before carrying out that work.

5. LAUNCH — ONE-TIME PACKAGES

LAUNCH packages are delivered for a fixed price stated at the point of order. Payment is normally taken in full upfront, and work begins once payment has cleared and you have supplied the inputs listed under Your responsibilities in the Scope Agreement.

Each package states a delivery window in working days, for example 3 to 4 days, or 10 to 14 days. The window that applies to your order is set out in the Scope Agreement you accept before payment, and forms part of these Terms. Unless a specific calendar date is stated in writing in your Scope Agreement, our commitment is to the window and not to a date.

The window runs in working days from the later of two events: your payment clearing, and your supplying every input listed under Your responsibilities. It assumes your feedback and approvals are returned within the timescales set out in the Scope Agreement. Delay in either extends the window by the period of the delay.

Each package includes only the number of revision rounds set out in its Scope Agreement; further revisions or changes of direction may be quoted as additional work.

You are responsible for providing accurate copy, images, brand assets, and other content, unless content creation is expressly listed as Included. Delays in supplying content or approvals will extend delivery timelines accordingly.

6. GROW — SUBSCRIPTIONS

GROW is a monthly subscription billed in advance. It gives you access to ongoing design, development, and related work subject to the active-request limit stated in your plan — that is, the number of tasks we will progress at any one time. You may queue additional requests, which we pick up as active slots free up.

GROW plans have no minimum term. The subscription runs monthly from the start of your first billing cycle. It continues monthly until you cancel. Unused requests, time, or capacity do not roll over between months unless your plan expressly says so.

You may pause a GROW plan from your portal. While a plan is paused we stop collecting payment for it and we stop work on it; you resume it yourself when you are ready, and billing restarts from that point. If you would rather stop altogether, you may cancel instead, with effect from the end of your current billing cycle. You may cancel at any time with effect from the end of your current billing cycle; see Section 9. Cancellation stops future billing but does not refund fees already paid for the current or prior cycles.

7. BUILD — CUSTOM PROJECTS

BUILD engagements are bespoke software, AI, and product projects scoped and priced individually, delivered like a senior product and engineering partner. We begin with a free introductory call to understand your goals. Where appropriate, we then carry out a paid discovery, product requirements document (PRD), or technical documentation phase to define the project before development.

Following discovery, we provide a written SOW setting out the deliverables, milestones, assumptions, dependencies, timeline, and fees. BUILD projects are typically delivered against milestones, with payments due at each milestone or stage as set out in the SOW. Timelines are estimates that depend on timely decisions, approvals, content, and access from you.

Discovery Outputs produced under a paid phase are chargeable whether or not you proceed to the build phase, and are licensed to you for the project on payment. Changes to an agreed BUILD scope are handled through the change-control process in Section 9. Defects are handled under Sections 8 and 17.

8. ACCEPTANCE & TESTING

For BUILD and other milestone-based work, each milestone or Deliverable is submitted to you against the acceptance criteria in the SOW (or, where none are stated, against the SOW's description of that Deliverable). You will review and test it within the acceptance period stated in the SOW, or, if none is stated, within ten (10) working days of submission (the "Acceptance Period").

Within the Acceptance Period you will either accept the Deliverable, or notify us in writing of any Defects with enough detail for us to reproduce them. We will remedy validly reported Defects within a reasonable time and re-submit the Deliverable for a further review of the same length. This cycle repeats until the Deliverable is accepted.

A Deliverable is deemed accepted if you confirm acceptance, if you do not report Defects within the Acceptance Period, or if you put the Deliverable (or a material part of it) into live or commercial use. Cosmetic issues and requests that go beyond the agreed criteria are change requests, not Defects, and are handled under Section 9.

9. CHANGE CONTROL

Either party may request a change to an agreed SOW. We will assess the request and tell you in writing the impact on scope, deliverables, fees, and timeline (a "Change Request"). No change is binding, and we are not obliged to start changed work, until the Change Request is agreed in writing by both parties.

Until a Change Request is agreed, we will continue to work to the existing SOW. We may decline change requests that are not technically feasible or that materially alter the nature of the engagement. Agreed Change Requests are incorporated into, and form part of, the relevant SOW.

Where you ask us to begin changed work before paperwork is finalised, you authorise that work and the associated fees on the basis of the written impact assessment we have provided.

10. EXTEND — STAFF AUGMENTATION

EXTEND provides dedicated resource on a per-Seat basis, billed monthly in advance. Each Seat represents an allocated unit of capacity working on your behalf. You direct the work. EXTEND is staff augmentation: you set priorities, assign tasks, run your own process, and manage day-to-day delivery, exactly as you would for a member of your own team. That is the default, and it is how every Seat works unless you choose otherwise. Vazgro itself does not assign or supervise the work, does not accept the work product, and does not act as project manager for your account or for a Seat. Where you take a Product Manager Seat, the individual in that Seat does that planning for you, inside your organisation and at your direction, as the next paragraph explains: that changes who does the planning, not who is responsible for it, and it does not make Vazgro your project manager or give us any delivery, turnaround or acceptance obligation.

The Product Manager Seat, if you take one. A Product Manager Seat is optional, it is a Seat like any other, and nothing obliges you to take one — take the other Seats without it and the planning simply stays with you. If you do take one, the individual in that Seat does the planning this section otherwise leaves with you: roadmap and backlog, priorities and sequencing, day-to-day allocation of tasks, standups, reviews and delivery reporting, for your other Seats and, if you ask them to, for your own employees and contractors as well. They do that inside your organisation, using your process, and they report to you, exactly as every other Seat does. Two things do not change, and they are why this Seat sits inside EXTEND rather than turning EXTEND into something else. First, the planning is done by the individual in the Seat and not by Vazgro: we do not thereby assign or supervise the work, accept the work product, or become project manager for your account, and EXTEND still carries no turnaround, delivery or acceptance commitment from us — this section says so below, and it applies to a Product Manager Seat exactly as it applies to every other Seat. Second, allocating a task to one of your own people is not employing them: your employees and contractors remain yours, their line management, discipline, pay, benefits and HR stay entirely with you, and nothing in this section makes Vazgro their employer or gives us any employer duty towards them. If what you want is for Vazgro to take on your delivery and to carry a turnaround commitment, that is our GROW service and not EXTEND.

Vazgro is responsible for sourcing, vetting, and onboarding the individual, for paying them, for arranging cover during planned or unplanned absence, and for replacing a Seat that is not working out at no recruiting cost to you. We provide a named commercial contact for contract, Seat, cover, and replacement matters. That contact is not a project manager and does not manage your workstream.

Because you direct the work, you are responsible for the instructions you give, for the suitability of the tasks you assign, and for reviewing and accepting the output. Where a Product Manager Seat plans and allocates that work for you, it does so within your organisation, on your behalf and at your direction, and that responsibility stays with you: taking that Seat moves who does the planning, not who is accountable for the result. EXTEND carries no turnaround, delivery, or acceptance commitment from us, and that is as true of a Product Manager Seat as it is of every other Seat. If you would prefer Vazgro to manage delivery and to carry a turnaround commitment, that is our GROW service and not EXTEND.

EXTEND carries a minimum term of three (3) months per Seat from the start of that Seat. After the minimum term, each Seat continues monthly until cancelled with effect from the end of the current billing cycle.

You may scale Seats up or down, and we may swap the individuals assigned to a Seat to maintain coverage and quality, while keeping the agreed capacity and skill profile. Added Seats start their own minimum term from their start date.

11. FEES, BILLING & TAXES

All fees are in pounds sterling (GBP) unless stated otherwise and exclude any taxes that may later apply. Vazgro is not currently VAT-registered, so no VAT is charged on these fees and no VAT invoice can be issued. Fees do not include third-party costs such as software licences, hosting, domains, ad spend, plugins, or platform fees unless expressly listed as Included.

For Subscriptions (GROW and EXTEND), you authorise us and our payment processor to charge your chosen payment method automatically on each billing cycle until the Subscription is cancelled in accordance with these Terms. It is your responsibility to keep payment details current.

Invoices are due on the dates stated in your order or proposal. If a payment is late or fails, we may suspend delivery, access, deployment, handover, or support until all outstanding amounts are paid in full, and we may charge interest on overdue sums as permitted by law.

12. REFUNDS & CANCELLATION

Nothing in this section affects any non-excludable statutory rights you may have as a consumer, including the 14-day right to cancel set out below. One-time LAUNCH packages: if you cancel before work begins, we refund in full, less any third-party costs we have already committed on your instruction. Once work has started, you may ask us to stop and request a refund within fourteen (14) days of our first delivery to you. Where you do, we will refund up to fifty per cent (50%) of the fees you have paid, assessed on what we have actually performed and the third-party costs we have committed by that date, and we will show you that assessment in writing. Work that has been delivered and accepted, and discovery and setup already carried out, are not refundable. Once the package has been delivered and accepted, fees are non-refundable.

Subscriptions (GROW and EXTEND): to cancel, email hello@vazgro.com or use any cancellation option in your account before your next billing date. Cancellation takes effect at the end of your current billing cycle. Fees already paid are non-refundable and are not pro-rated: cancelling stops future billing but does not refund the month or Seat you have already paid for, and you keep access for the remainder of that period. EXTEND's three-month minimum per Seat must be met before cancellation of that Seat takes effect. GROW has no minimum term.

BUILD projects: milestone payments for completed or in-progress work are non-refundable. If you cancel a BUILD project, you remain liable for work performed and third-party costs committed up to the cancellation date. We will set that amount against what you have already paid and show you the calculation: if you have paid more than that amount, we refund the difference; if you have paid less, the balance is due on our invoice.

Consumers: your 14-day right to cancel. If you are a consumer, meaning an individual acting wholly or mainly outside your trade, business, craft, or profession, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 give you the right to cancel a contract made at a distance within 14 days, without giving any reason. For a contract for services the cancellation period ends 14 days after the day the contract is concluded. To cancel, tell us clearly before that period ends, by email to hello@vazgro.com or in writing to VAZGRO LTD at the registered office stated in section 1. You may use the model cancellation form below, but you do not have to; any clear statement is enough. We will refund all payments received from you no later than 14 days after the day we are told, using the same means of payment you used.

Starting work inside the cancellation period. Our LAUNCH, GROW and EXTEND services normally begin at once. At checkout we therefore ask you to expressly request that we begin during the 14-day period, and to acknowledge what that request means. If you make that request and then cancel within the 14 days, you must pay for the service actually supplied up to the moment you told us, in an amount proportionate to the full price. For a one-off package, if at your express request we have fully performed the service within the 14 days, and you acknowledged at the time that you would lose the right to cancel once we had done so, the right to cancel is lost. If you do not make that request, we will not begin work until the 14 days have passed; and if we begin anyway without it, you pay nothing at all for whatever we supply during that period. Your 14-day right sits on top of the refund rules set out above in this section and is not reduced by them: it is not affected by any minimum term, including EXTEND's three-month minimum, and it is not answered by the rule that a paid month is not refundable.

The wording we ask you to confirm at checkout for a one-off package, such as a LAUNCH package, is: “I ask Vazgro to begin work straight away, during the 14-day cancellation period. If I am a consumer and I cancel within those 14 days, I will pay for the work already done, in proportion to the full price. I understand that once the service has been fully performed at my request, my right to cancel is lost.”

The wording we ask you to confirm at checkout for a monthly subscription, such as GROW or EXTEND, is: “I ask Vazgro to begin work on my subscription straight away, during the 14-day cancellation period. If I am a consumer and I cancel within those 14 days, I will pay only for the service actually supplied up to the moment I tell you, in proportion to the full monthly price, and the rest of that month is refunded. I understand that this 14-day right is not affected by any minimum term.”

Model cancellation form. To VAZGRO LTD, Innovation Centre, Knowledge Gateway, Boundary Road, Colchester, England, CO4 3ZQ, or hello@vazgro.com. I hereby give notice that I cancel my contract for the supply of the following service: [describe the service]. Ordered on: [date]. Name of consumer: [name]. Address of consumer: [address]. Signature of consumer (only if this form is notified on paper): [signature]. Date: [date].

These cancellation rights apply to consumers only. If you are buying for the purposes of your trade, business, craft, or profession, there is no statutory cancellation period, and the refund terms set out above in this section apply instead.

Confirmation of your contract. If you are a consumer buying at a distance, we will send you by email, within a reasonable time after your order and before we begin work, a confirmation of the contract that you can keep: what you bought and what it includes, the price and how it is charged, how and when it is delivered, who we are and how to reach us, your 14-day right to cancel and how to use it, the model cancellation form set out above, and — where you asked us to begin during the cancellation period — the exact wording of the request you confirmed. The same confirmation is also filed as an agreement in your workspace, but the email is the copy that satisfies our obligation to you, because a page we host and could later change is not a durable record and an email you hold is.

13. INTELLECTUAL PROPERTY

Conditional on our receipt of the full price in cleared funds that are not subsequently reversed, refunded or charged back, we assign to you, with full title guarantee, the intellectual property rights in the final, paid-for Deliverables created specifically for you under an order, including the relevant source files and source code, so that you own that work outright. To the extent permitted by law, we and our personnel waive any moral rights in those Deliverables, and we will sign any document you reasonably require to confirm or perfect this assignment.

We retain all rights in our pre-existing materials, tools, frameworks, libraries, methods, and know-how ("Vazgro Tools"), including anything we developed before or independently of your order. Where Vazgro Tools are embedded in a Deliverable, we grant you a non-exclusive, perpetual, royalty-free licence to use them as part of that Deliverable.

Deliverables may incorporate third-party or open-source components licensed under their own terms; those components are licensed, not assigned, and you agree to comply with their licences. You are responsible for any ongoing third-party licence, subscription, or usage fees (for example LLM/API usage). Until full payment is received, all rights in the Deliverables remain with us. Unless we agree confidentiality restrictions in writing, we may display completed work in our portfolio, case studies, and marketing.

14. CLIENT RESPONSIBILITIES

You are responsible for providing accurate and timely content, approvals, feedback, credentials, and access needed for us to deliver. Delays on your side will extend timelines and, for Subscriptions, do not pause or extend your billing cycle.

You are responsible for the cost of any third-party products or services required for your project (for example hosting, domains, paid plugins, licences, or ad spend), unless expressly listed as Included in your Scope Agreement.

You confirm that any materials you provide to us can lawfully be used for the agreed work and do not infringe any third party's rights, and you agree to indemnify us against claims arising from materials you supply.

15. CONFIDENTIALITY

Each party agrees to keep confidential any non-public commercial, technical, financial, or strategic information disclosed by the other party in connection with the Services, and to use it only for the purpose of the engagement.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was lawfully known or obtained independently, or is required to be disclosed by law or a regulator.

16. DATA PROTECTION

Each party will comply with applicable data protection laws, including the UK GDPR and the Data Protection Act 2018 ("Data Protection Laws"). Our handling of personal data for which we are the controller (for example your contact, account, and billing data) is described in our Privacy Policy.

Where, in delivering the Services, we process personal data on your behalf — for example data held in a platform we build or operate for you, content used to train an AI system, or data in tools we are given access to — you are the controller and we act as your processor. In that case we will: process such data only on your documented instructions, including with regard to transfers of personal data to a third country or an international organisation (and the relevant SOW forms part of those instructions), unless we are required to process it by law, in which case we will tell you before we do so unless that law forbids us from telling you; ensure personnel are bound by confidentiality; apply appropriate technical and organisational security measures under Article 32 UK GDPR; engage sub-processors only under written terms offering equivalent protection and tell you of intended changes; assist you, taking account of the nature of processing, with data-subject requests, security, breach notification, and where required data protection impact assessments; notify you without undue delay on becoming aware of a personal data breach; and, on the end of the engagement, delete or return such personal data except where we are required by law to retain it.

Requests from public authorities. If we receive a legally binding request from a public authority for personal data we process on your behalf, we will notify you without undue delay unless we are legally prohibited from doing so. Where we are prohibited, we will use reasonable efforts to obtain a waiver of that prohibition, and we will keep a record of the request so that we can tell you once we are permitted to. We will challenge any request that appears to us to be unlawful or disproportionate, and where we do have to disclose, we will disclose only the minimum the request requires.

These processor terms apply as a data processing agreement under Article 28 UK GDPR for any such processing, and the section below headed Processing on your behalf: the Article 28 details sets out the subject-matter and duration of that processing, its nature and purpose, the types of personal data and categories of data subject involved, your obligations and rights as controller, and the information and audit rights Article 28(3)(h) requires. Where you require a separate or more detailed DPA, or where you process special-category data, the parties will enter into one in good faith. International transfers are made only with appropriate safeguards (such as the UK International Data Transfer Agreement or the EU Standard Contractual Clauses with the UK Addendum).

17. WARRANTIES & DISCLAIMERS

We warrant that we will provide the Services with reasonable skill and care, by suitably skilled personnel, and in line with the relevant SOW and good industry practice.

Defects warranty: for BUILD and other custom-software Deliverables, we will, for thirty (30) days after Acceptance of the relevant Deliverable (the "Warranty Period"), correct at no further charge any Defect you report in writing during that period — that is, where the Deliverable does not materially conform to its SOW. This warranty does not cover issues caused by changes made by you or a third party, misuse, your environment or data, third-party platforms, or anything outside the agreed scope; correcting those is chargeable. This is your exclusive remedy for Defects.

Other than as expressly stated in these Terms, the Site and Services are provided "as is" and we do not give any other warranties, whether express or implied, to the fullest extent permitted by law. We do not warrant that the Site or any Deliverable will be uninterrupted or error-free, or that it will achieve any particular commercial result, ranking, traffic, or revenue. Third-party platforms, integrations, and tools are outside our control and we are not responsible for changes they make.

18. LIMITATION OF LIABILITY

Nothing in these Terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, for breach of the terms as to title and quiet possession implied by section 12 of the Sale of Goods Act 1979 and section 2 of the Supply of Goods and Services Act 1982, for defective products under the Consumer Protection Act 1987, or for any other liability that cannot be limited or excluded under English law. Every limit and every exclusion in this section is subject to this paragraph, in every case and however a claim is framed. If any of them were ever read as cutting across it, that reading is wrong: the limit or exclusion in question is to be read as simply not applying to that liability, and it continues to apply to everything else.

Subject to the above, and to the consumer paragraph below, we are not liable for any indirect, consequential, special, or incidental loss, or for loss of profit, revenue, goodwill, data, or anticipated savings, however arising. This paragraph does not apply to you if you are a consumer. In any event it takes nothing away from the cap below and adds nothing to it: whether a loss is excluded by this paragraph or merely limited by that one, we can never owe you more than you have actually paid us.

Subject to the above, our total aggregate liability to you arising out of or in connection with an order — whether in contract, in tort (including negligence), for breach of statutory duty, for misrepresentation, or otherwise — will not exceed the total amount you have actually paid us under the order, or the ongoing engagement, to which the claim relates. That is the whole of it. However a claim is framed, and however many claims there are, we will never owe you more than you have actually paid us for the work the claim is about. Claims are aggregated within the order or engagement they relate to, and what you have paid us under one order does not raise the limit on another. This is a limit on what we can be made to pay; it is not permission to perform badly, and it does not affect any right you have to have the work put right, to end the contract, or to a refund.

If you are a consumer, the two paragraphs above are subject to this one, and nothing in them takes any of it away. We do not exclude or limit our liability under sections 49 to 52 of the Consumer Rights Act 2015 — our duties to perform the Services with reasonable care and skill, in accordance with information we have given you about ourselves or the Services, within a reasonable time, and for a reasonable price — and section 57 of that Act means the cap above can never operate to stop you recovering the price you have paid. Since that cap is now measured by what you have actually paid us, the two rules produce the same figure: section 57 sets a floor at the price paid and the cap sets a ceiling at the price paid, and for a consumer they meet. We do not exclude or limit our liability for loss or damage that was a foreseeable result of our breaking this contract, so the exclusion of indirect and consequential loss above does not apply to you. Nor do we exclude our liability under section 46 of that Act for damage to your device or to other digital content, caused by digital content we supply. If you are not a consumer, this paragraph does not apply to you and the limits above apply in full.

19. TERM & TERMINATION

These Terms apply for as long as you use the Site or have a live order or Subscription with us. Subscriptions continue until cancelled in accordance with Sections 6, 10, and 12.

Either party may terminate an engagement with immediate written notice if the other party commits a material breach that is not remedied within fourteen (14) days of written notice, or becomes insolvent. On termination you remain liable for all fees for work performed and committed costs up to the termination date.

On termination, and subject to full payment, we will hand over the paid-for Deliverables. Sections relating to payment, intellectual property, confidentiality, and liability survive termination.

20. ACCEPTABLE USE

You agree not to use the Site or Services for any unlawful, harmful, fraudulent, or infringing purpose, and not to attempt to gain unauthorised access to our systems, disrupt the Site, or misuse any access or credentials we provide.

We may suspend or withdraw access to the Site or Services where we reasonably believe this acceptable use policy has been breached.

21. CHANGES TO THESE TERMS

We may update these Terms from time to time. The current version will always be posted on this page with an updated effective date.

Material changes affecting an active Subscription will take effect from your next renewal, or as otherwise notified. If you continue to use the Site or Services after a change takes effect, that continued use will be treated as acceptance of the updated Terms.

22. GOVERNING LAW & DISPUTES

These Terms and any dispute or claim arising out of or in connection with them or the Services (including non-contractual disputes) are governed by and construed in accordance with the laws of England and Wales.

The courts of England and Wales have exclusive jurisdiction over any such dispute, save that we may seek injunctive relief in any appropriate jurisdiction. Before starting proceedings, both parties agree to attempt in good faith to resolve any dispute by discussion.

23. CONTACT

VAZGRO LTD, registered in England and Wales under company number 15902777. Registered office: Innovation Centre, Knowledge Gateway, Boundary Road, Colchester, England, CO4 3ZQ. For any questions about these Terms or an existing order, please email hello@vazgro.com and we will respond as soon as we reasonably can. Notices under these Terms may be sent to that address or to that email.

Events outside our control

Neither party is liable for failure or delay in performing its obligations caused by an event beyond its reasonable control, including power or network failure, failure of a third-party platform or hosting provider, industrial action, epidemic, fire, flood, act of God, war, terrorism, or a change in law. Where such an event occurs we will tell you as soon as we reasonably can, and the affected timelines extend by the length of the delay. If the event continues for more than sixty (60) days, either party may end the affected order by written notice, and you remain liable only for work performed and third-party costs committed up to that date. This section does not excuse any obligation to pay amounts already due.

Chargebacks and payment reversals

If you dispute a payment with your bank or card provider rather than with us, please raise it with us first: we would rather resolve it directly, and most disputes turn out to be a misunderstanding about scope or timing. Where a payment is reversed and the underlying amount remains properly due, the condition on which the intellectual property in the affected Deliverables was assigned to you fails, and those rights revert to us automatically on the date of the reversal. You hold them on trust for us until they are re-vested and will sign any document we reasonably require to give effect to that. In the meantime we grant you a bare licence to continue using the Deliverables, which we may revoke on seven (7) days' written notice. Those rights re-vest in you automatically, on the same terms as the original assignment, as soon as the amount is restored to us in full, consistent with the “subject to full payment” condition in the Intellectual Property section, and we may suspend Services on notice under the suspension provisions above. We will not charge you a fee for raising a dispute. Nothing here limits your rights under your card scheme’s own rules, or any non-excludable statutory right.

AI systems, models and generated output

Some Deliverables are built with, or incorporate, artificial-intelligence models and tools, whether ours or a third party’s. This section applies to those, and prevails over the Intellectual Property section to the extent of any conflict.

Third-party models. Where a Deliverable calls a third-party model or AI service, that service is a third-party component: it is licensed to you on its provider’s terms, not assigned, and you are responsible for its ongoing usage fees and for complying with its acceptable-use policy. We will tell you in the SOW which providers a Deliverable depends on before you commit to it.

Your data and third-party providers. Where delivering the Services requires us to send your data, or personal data for which you are the controller, to a third-party AI provider, we will do so only as set out in the SOW or on your written instruction, only under terms that prohibit the provider from using that data to train its models, and only under our data-protection obligations to you. Those providers are sub-processors, and we will tell you who they are and before we change them.

We do not train on your material. We will not use your data, your content, or Deliverables created for you to train, fine-tune or evaluate any model for our own purposes or for any other client. Model artefacts created specifically for you under an order belong to you.

Ownership of AI-generated output. We assign to you, on the terms and subject to the payment condition in the Intellectual Property section, whatever rights we have in output generated for you under an order, together with the prompts, configurations, fine-tuning datasets and evaluation sets created specifically for you. We do not warrant that material generated substantially by an AI model attracts copyright or any other intellectual property right in any jurisdiction; the law on this is unsettled, and no supplier can honestly promise otherwise. The full title guarantee applies to the rights we hold and can transfer, and not to rights that do not exist. We do not warrant that AI-generated output is unique, or that similar output has not been or will not be generated for someone else.

Accuracy, and the human in the loop. AI systems produce output that is probabilistic. They can be confidently wrong, and they can reproduce bias present in their training data. We will build to the standard in the SOW and test against its acceptance criteria, but we do not warrant that any AI feature will be accurate, complete, unbiased or fit for any decision made in reliance on it. Where a Deliverable’s output will inform a decision about a person, or a decision with legal, financial, medical or safety consequences, you are responsible for keeping meaningful human review in that process, and for telling us in the SOW if that is the intended use so we can build for it.

Your regulatory position. You are responsible for the lawfulness of what you deploy: for any transparency notice your users are owed, for any assessment your regulator requires, and, where you place the system on a market that regulates AI including the European Union, for the obligations that fall on you as its deployer or provider. We will give you reasonable technical information about how a Deliverable works to help you meet them.

EXTEND seats: status and employment law

Each individual filling a Seat is our own staff: employed and paid by us, and working from the United Kingdom. We operate PAYE and National Insurance for them and are responsible for their pay, their holiday and their sick cover. We will not fill a Seat with someone who is not employed by us, or who works outside the United Kingdom, without telling you in writing before that Seat starts and saying who employs them and where they work. The per-Seat fee is the whole cost to you: there is no recruiter fee, no employer National Insurance, no payroll to run, and no bonus, benefits or equipment for you to fund. Neither of us intends the person filling a Seat to become your employee or worker, and neither of us will represent that they are. So that the position stays clear, you will not put them through your disciplinary or grievance procedures, will not pay them or give them contractual benefits directly, and will not include them in your headcount, appraisal cycle, bonus, share or pension arrangements; if you have a concern about their conduct or performance, raise it with us. You direct their day-to-day work in the ordinary way you would direct any supplier working alongside your team. Some duties do fall on you and we would rather say so than leave you to find out: because the work happens in your systems and, where applicable, on your premises, you are responsible for the working conditions, access and health and safety of what you control; and because they are a contract worker in relation to you under section 41 of the Equality Act 2010, you owe them duties directly not to discriminate against or harass them, and the duty to make reasonable adjustments where they are disabled. If a Seat is ever structured in a way that places any other statutory duty on you, we will tell you before it starts and we will each do what that duty reasonably requires.

Processing on your behalf: the Article 28 details

Article 28(3) of the UK GDPR requires a written contract between a controller and its processor to state certain things about the processing. Where we act as your processor, this section states them. It applies alongside the Data Protection section above rather than replacing it; where a Statement of Work, or a separate data processing agreement signed by both of us, is more specific, that document prevails for the engagement it covers.

Subject-matter and duration. The subject-matter is the personal data contained in, or accessible through, the systems, platforms, websites, content, accounts and tools we build, configure, operate, migrate, test or are given access to for you under an order. The processing lasts for the term of that order and for any handover or wind-down period we agree with you, and ends when we delete or return the data as the Data Protection section above requires.

Nature and purpose of the processing. The nature of the processing is collection, recording, organisation, structuring, storage, retrieval, consultation, use, transmission, migration, testing, backup, restoration, erasure and destruction, carried out by automated means and, where necessary, manually. Its purpose is limited to delivering the Services you have ordered — building, configuring, integrating, hosting, supporting, maintaining, monitoring and improving what you asked us to deliver, and supporting you in using it. We do not process personal data you control for any purpose of our own.

Types of personal data. Typically: names and job titles; business and personal contact details; account, login and device identifiers; correspondence, enquiries and support messages; order, transaction and billing records; usage and log data including IP addresses; content that you or your users upload or enter; and any further categories the relevant SOW records. We do not seek special-category data or criminal-offence data, and you will not place it into a system we process for you unless the SOW expressly provides for it and we have agreed the additional measures it requires.

Categories of data subject. Typically: your employees, workers, contractors and other personnel; your clients and customers and their personnel; your suppliers and their personnel; visitors to, and registered users of, the systems we build or operate for you; and your prospective clients and enquirers.

Your obligations and rights as controller. You remain the controller and you determine the purposes and means of the processing. You are responsible for having a lawful basis for it, for the transparency information your own data subjects are owed, for the accuracy and relevance of what you give us, for the lawfulness of your instructions, and for any consent, assessment or record your own regulator requires of you. You have the right to give and to vary our instructions in writing, to receive the assistance set out in the Data Protection section, to object to a proposed sub-processor, and to the information and audit rights below. If we consider an instruction to infringe data protection law we will tell you, and we may pause the affected processing until it is resolved.

Information and audit rights. We will make available to you all information reasonably necessary to demonstrate our compliance with this section and with Article 28, and we will allow for and contribute to audits, including inspections, conducted by you or by an auditor you appoint. Audits are on at least thirty (30) days written notice, during business hours, and no more than once in any twelve (12) month period — unless a supervisory authority requires otherwise, or there has been a personal data breach affecting data we process for you, in which case that limit does not apply. They are subject to confidentiality and to reasonable measures protecting the security and the data of our other clients. Where a current independent report, certification or completed security questionnaire answers your question, we may offer that first; if it does not answer it, the audit right stands. You bear your own costs, and our reasonable costs of supporting the audit unless it reveals a material breach by us.

Sub-processors. We use sub-processors to deliver the Services. Each is engaged under written terms imposing data protection obligations no less protective than these, we remain fully liable to you for their acts and omissions, and we will tell you before we add or replace one so that you can object on reasonable data protection grounds. If you object, we will work with you to find an alternative; if none is reasonably available, either of us may end the affected part of the order without penalty and you will be refunded for anything paid for and not supplied.

Assignment, non-solicitation and general terms

Assignment. You may not assign, transfer, charge or otherwise deal with your rights or obligations under an order without our prior written consent, which we will not unreasonably withhold or delay. We may assign or novate an order, or subcontract any part of the Services, to a member of our group or to a buyer of the business or assets to which the order relates, provided that doing so does not reduce your rights under it; we remain responsible to you for anything a subcontractor does or fails to do. If you are a consumer and we transfer an order, we will tell you in writing, your rights under the contract are unaffected, and you may end the order within fourteen (14) days of being told and be refunded anything you have paid for services not yet supplied.

Non-solicitation. During an engagement, and for six (6) months after it ends, neither of us will directly or indirectly solicit or entice away any individual employed or engaged by the other who has been materially involved in that engagement during the previous twelve (12) months, without the other party written consent. This does not prevent either of us from employing or engaging anyone who responds to a general advertisement or recruitment approach that is not specifically directed at that person or at the other party staff, and it does not prevent anyone from approaching either of us on their own initiative. This paragraph does not apply to you if you are a consumer.

If you engage one of our people. This paragraph applies only where you are not a consumer. If you engage an individual who is or was employed or engaged by us, and with whom you had material dealings in connection with your engagement with us, you will pay us the fee set out below — but only if you engage them within the period that applies to that individual, and those periods are different for an EXTEND Seat and for everything else, for the reasons the paragraphs below give. It applies however you take them on, and by whatever route: as an employee, worker, consultant, contractor, secondee, director or partner, and whether directly or through an agency, a recruitment business, an intermediary, a personal service company, an umbrella company, a company in your group, or any other person acting for you or with you. It applies whichever of you made the first approach — not because we think anyone should be prevented from choosing where they work, but because what we lose is the same either way. It is limited to individuals you had material dealings with; it does not apply to anyone else who has ever worked for us. And no fee is payable where we had already ended that individual’s employment or engagement with us before you approached them, where they had already given us notice for reasons unconnected with you, or where we have waived it in writing.

How the fee is calculated: one month’s seat fee, multiplied. The fee is always a multiple of one month’s seat fee for the individual concerned. How large that multiple is, and for how long the fee can be charged at all, depend on which of our services that individual worked on for you; the two paragraphs after this one set both out. One month’s seat fee means the monthly list price, excluding VAT and before any multi-seat, combo or promotional discount, of the EXTEND Seat that individual occupied for you, as published in our price list on the day you engage them — or, where we agreed a different Seat price with you in writing, that price. Where the individual did not occupy a Seat, because the work was not an EXTEND engagement, one month’s seat fee means instead the list price of the EXTEND Seat whose discipline most closely matches the work that individual actually did for you, taken from the same price list. The fee is exclusive of VAT and payable within thirty (30) days of the date the engagement begins.

EXTEND Seats: a shorter window, and a choice you can make instead of paying. EXTEND works differently from the rest of what we do, and the law treats it differently too. Under EXTEND we employ and pay the individual while you direct their day-to-day work, which means that in supplying a Seat to you we act as an employment business within the meaning of the Employment Agencies Act 1973. Regulation 10 of the Conduct of Employment Agencies and Employment Businesses Regulations 2003 therefore governs any fee we charge you for taking that individual on, and the following applies to anyone who worked for you in an EXTEND Seat, whatever else this agreement says. (a) Extended hire instead of a fee. Before any fee falls due you may choose, instead of paying it, to keep that Seat running with us for a further eight (8) weeks of hire on terms no less favourable to you than those that applied immediately beforehand, at the end of which that individual transfers to you and no fee at all is payable. You make that choice by telling us in writing at any time before the fee falls due; it is yours alone to make; and electing it does not start a new minimum term for that Seat. (b) A hard stop, after which we charge nothing. No fee is payable, and we will not ask for one, where you engage the individual after the end of whichever is the later of these two periods: fourteen (14) weeks beginning with the first day on which they worked for you under our supply, and eight (8) weeks beginning with the day after the last day on which they worked for you under our supply. Where that individual was supplied to you on more than one occasion, the fourteen (14) weeks runs from the first day of the first of those supplies, unless there was a gap of more than forty-two (42) days between two supplies, in which case it runs from the first day of the supply that followed the gap. (c) The amount, inside that window. Where the fee is payable it is six (6) times one month’s seat fee, and there is no reduced or later band: within the window the fee is six months, and outside it there is no fee. Nothing in this agreement excludes or limits those Regulations, and if anything in it is inconsistent with them, they prevail.

LAUNCH, GROW and BUILD: six months, tapering to four. Where the individual did not work for you in an EXTEND Seat — because the work was a LAUNCH package, a GROW subscription or a BUILD project, on which we direct the work and deliver a result to you rather than supplying you with somebody for you to direct — those Regulations do not apply, and the fee runs on a twelve-month taper instead. It is six (6) times one month’s seat fee if you engage them at any time during your engagement with us, or within six (6) months after that engagement ends; and four (4) times that fee if you engage them more than six (6) months, but not more than twelve (12) months, after it ends. More than twelve (12) months after the engagement ends, no fee is payable under this paragraph at all. If the same individual both occupied an EXTEND Seat for you and worked on a LAUNCH, GROW or BUILD engagement for you, the EXTEND limits in the paragraph above apply to them and this taper does not.

Why the fee is set at four to six months. We have set out our reasoning here so that it is clear what this fee is for, and so that you can judge it before you agree to it. It is a genuine pre-estimate of what we lose, and it is not a deterrent or a penalty. The seat fee is our actual, published revenue for that individual’s time, so it is the direct measure of the income that stops the moment they leave us for you. When a seat empties we lose that revenue for as long as it stays empty, and we then have to source, vet, onboard and bring a replacement up to the standard the seat was sold at, which takes months rather than weeks and costs us more than the lost revenue on its own. Four to six months of the seat fee is our honest estimate of that combined loss. Where the taper applies it tapers because the loss falls away as the hire moves further from the engagement, and it stops entirely at twelve months; for an EXTEND Seat it stops far sooner, at the statutory limits set out above, and if you elect extended hire instead then no fee is payable at all. We have a legitimate interest in protecting the investment we make in recruiting, training and keeping our people, and in the continuity of the seats we sell to our clients; this fee is proportionate to that interest and to the loss it measures, and it is not extravagant, exorbitant or unconscionable by comparison with it.

Ask us first — this is a fee, not a ban. Nothing in these Terms stops you from hiring anybody. If you would like to bring one of our people onto your own payroll, tell us before you do it. We will talk it through with you, and we may waive or reduce the fee — for example where you are taking over a whole function, where you agree to keep the seat running through a handover period instead, or where the individual was leaving us anyway. A waiver or reduction is effective only if we give it in writing, and asking does not oblige us to give one. We would far rather agree something with you in advance than send you an invoice afterwards.

Consumers. Neither this fee nor the non-solicitation paragraph above applies to you if you are a consumer. Both apply only where you are entering into the contract wholly or mainly for the purposes of your trade, business, craft or profession. We take that position because a term of this kind, imposed on a consumer, would be at real risk of being unfair under Part 2 of the Consumer Rights Act 2015, and we would rather it did not apply to consumers at all than argue with you about whether it is fair.

Severability. If any provision of these Terms is held to be invalid, unlawful or unenforceable, it is severed to the minimum extent necessary and the remaining provisions continue in full force. Where a provision could be made valid by modification, it takes effect with whatever modification is necessary to give effect to the commercial intention of the parties. If a term is found to be unfair against a consumer under the Consumer Rights Act 2015 it does not bind that consumer, and the rest of the contract continues so far as it is capable of doing so without it.

No waiver. A failure or delay by either of us in exercising a right or remedy does not waive that or any other right or remedy, and a single or partial exercise of one does not prevent any further exercise of it. A waiver is effective only if it is given in writing.

Third-party rights. Except where these Terms expressly say otherwise, a person who is not a party to them has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of their provisions, and the parties may vary or rescind an order without the consent of any third party.

How to complain

If something has gone wrong, tell us and we will deal with it. Email support@mail.vazgro.com with COMPLAINT in the subject line, or write to VAZGRO LTD at the registered office given in section 1. You do not have to raise it with your day-to-day contact first, although you are welcome to; and if your complaint concerns the person you have been dealing with, you can ask for it to be handled by someone else, and it will be.

What happens next. We will acknowledge your complaint in writing within two (2) working days, tell you who is handling it and how to reach them, and give you a substantive written response within fourteen (14) working days. If we need longer — because the complaint is complex, or because someone we need to speak to is unavailable — we will tell you why and give you a date, which will not be later than eight (8) weeks from the day you first complained. Our response will set out what we found, what we are doing about it, and what to do if you are not satisfied.

If you are still not satisfied. You can ask for the matter to be reviewed by a director of Vazgro, whose decision is our final response. We are not currently a member of an alternative dispute resolution scheme and we are not obliged to use one, so we cannot refer your complaint to an ADR body; if that changes, this paragraph will change with it. Nothing in this section affects your right to bring a dispute before the courts under the Governing Law and Disputes section, to pursue any statutory right you have as a consumer, or — if your complaint concerns personal data — to complain to the Information Commissioner Office at ico.org.uk.