# Terms of Business Unless superseded by an alternative and signed agreement with GotVox the following terms and conditions apply to all entities, individual and corporate, who work with GotVox. # DEFINITIONS In this Agreement the following words and phrases shall have the following meanings: ## "Client" Any party or parties engaging GotVox, herewith "The Client", or "You" ## “Data” Any and all documentation and information pertaining to The Client in whatever form supplied to or held by GotVox ## “Services” Either 1. "Recurring Services" - Ongoing and long-term work with The Client,  1. Typically consisting of an initial onboarding phase consisting of four on-site visits lasting approximately half a day each, and; ongoing support as indicated by collective assessment and agreement in an on-going fashion. Or; 2. "Project Services" or "Ad-hoc Services" - Outcome specific or time-constrained work. The services above are detailed further in 'SERVICES TO BE PROVIDED’. ## “Fee” Either 1. "Recurring Services Fee" - The Fee for the Recurring Services, charged on a monthly basis and exclusive of VAT. Reasonable expenses for one on-site day per month is included, any further costs in that month will be invoiced separately. Or; 2. "Project Services Fee" - The Fee for Project Services or Ad-hoc Services, as agreed in writing and payable in full on termination of the project, see TERMINATION below. ## “Initial Aims” A statement or statements that sum up the immediate aims of the engagement with The Client, to be used as a starting point for work. # SERVICES TO BE PROVIDED The Services will be provided by GotVox, either 1. Recurring Services 1. Onboarding 1. A minimum of four sessions to undertake a series of workshops and exercises that will deliver against the Initial Aims. This period typically lasts one calendar month. 2. A determination of next steps for Ongoing Support will also be output of Onboarding.  3. Outputs may vary depending on the needs of The Client for the outputs and will be agreed during Onboarding. 2. Ongoing Support 1. Gotvox will support The Client, in accordance with next steps and areas of priority discovered during Onboarding in the months following from Onboarding 2. Gotvox will support The Client in any way deemed necessary, reasonable and legal thereafter. This support will be characterised by: 1. Practical advice and hands-on approach where feasible. 2. Advocation for the underlying vision, values and Impact of The Client, elicited during Onboarding, and refined as needed. 3. The creation of a ‘platform’ for sound, proactive and long term decision making that has the best interests of The Client at heart, over the needs of any specific individual. 4. A drive for health and stability, before growth and scale. Or; 2. Project Services 1. Will be provided as per written agreement with The Client # FEE Either 1. Retained Services Fee 1. An invoice for Onboarding will be issued on the first day of the month. 2. An invoice for Ongoing Support will be raised at the beginning of each month thereafter. 3. Invoices pertaining to the Fee will be issued by GotVox and paid by The Client within 14 days of receipt. 4. Reasonable travel and out of pocket expenses are included for one day per month. Extra travel and out of pocket expenses will be charged at cost, as per Terms of Business below. Or; 2. Product Services Fee 1. A 40% deposit invoice will be payable prior to delivery. 2. An interim invoice or invoices may be payable during the delivery, depending on project length. 3. Any outstanding balance will be due on delivery of the services or on invoice from GotVox, whichever comes sooner. # TERMS OF BUSINESS 1. Payment of any part of the Fee shall be considered full acceptance of this agreement. 2. GotVox is free to assign consultants as it deems necessary and direct those consultants in the delivery of the Services, what work is done by its consultants and where, when and how that work is done.  3. In the event that any of its consultants assigned to a project are unavailable to deliver the Services, GotVox shall be free to appoint another consultant to the delivery of the Services in consultation, and with the prior approval of, The Client, from which consent shall not be unreasonably withheld. 4. GotVox shall be responsible for providing its consultants with all the necessary tools and equipment required for the delivery of the Services.  5. The Client acknowledges that this Agreement is non-exclusive: GotVox is free to enter into other contracts for the provision of services without The Client’s prior approval. 6. Fees, disbursements, postage costs and all reasonable subsistence travelling, and other expenses as agreed by The Client and incurred by GotVox in execution of its obligations under this Agreement (as varied) will be reimbursed by The Client in full and immediately upon receipt of an invoice from GotVox to The Client.   7. Car travel will be charged at £0.45 per mile. Rail travel will be charged at the standard-class rate. Air travel will be charged at the premium economy class rate. Overnight accommodation and other out-of-pocket expenses will be charged at cost. GotVox will provide copies of receipts for any travel and accommodation to The Client on request. 8. The copyright in all artwork, copy and other work capable of being subject to copyright, produced or created by GotVox at the specific request of The Client shall vest with The Client. 9. All artwork and hard copy of such copyright material shall be handed over by GotVox to The Client within 14 days of the termination of this Agreement and at any time on the request of The Client during the term of this Agreement. 10. GotVox undertakes with The Client to maintain all Data in a complete and accurate manner. On termination of this Agreement GotVox shall hand over to The Client all copies of the Data (in whatever form) and removed from our system in accordance with our own retention policy. 11. GotVox undertakes that it shall not deal in, exploit or abuse in any manner whatsoever the Data, whether during the term of this Agreement or after its termination. 12. GotVox warrants and represents to The Client that any copyright works or documents created by it pursuant to this Agreement or by its personnel or sub-contractors, will not infringe the intellectual property rights of any third party whatsoever. 13. GotVox undertakes to abide at all times by the Data Protection Act 1998, the EU General Data Protection Regulation (GDPR) and all other relevant legislation and regulations in relation to the discharge by it of its obligations under this Agreement. 14. Projects and project tasks will be treated on a priority basis to begin, introducing projects as sequentially as is possible to ensure output and deliverables are correctly and safely managed.  15. Neither GotVox nor its representatives is under no obligation at any time to identify as a member of The Client's team. Any agreement to identify as a member of The Client's team, verbally or in writing or in any other form 1. is made on a best-intention basis 2. in no way alters this Agreement 3. can be rescinded at any time by any representative of GotVox # TERMINATION 1. This Agreement will be terminated on delivery of the Services and full payment of the Fee. 2. Request to terminate the Agreement 1. Either party may at any time terminate this Agreement by giving one month’s notice in writing to the other party. 2. GotVox cannot be held responsible for any losses or liabilities incurred between the request to terminate the agreement and the settling of the Fee in full. 3. GotVox cannot be held responsible for any losses or liabilities incurred as a result of discontinuation of any work being currently undertaken by GotVox that could not be reasonably completed within the one month’s notice period. 3. Either party may, in the event of any breach by the other party of this Agreement, determine the same upon production of evidence of breach to the other party. Such determination is to be without prejudice to any right of action or remedy of either party against the other subsisting at the time of determination.  4. Upon such termination, all records and materials held by GotVox and/or its consultants shall be handed back to The Client and removed from our system according to our data policy. # NOTICES 1. Any notice may be served by either party upon the other by sending it through the post in a pre-paid envelope addressed to such other party at its last known address and any such notice so sent shall be deemed to have been received within 7 days of posting. The Client can elect to receive notifications via email if required. # CONFIDENTIALITY 1. GotVox will not without the written consent of The Client during or after the term of this Agreement disclose any confidential information relating to The Client to any third party which is acquired as a result of GotVox involvement with The Client, provided always that GotVox shall be at liberty to use as it thinks fit any general marketing intelligence obtained in pursuance of this Agreement. # DISPUTE RESOLUTION 1. If any difference shall arise between The Client and GotVox touching the meaning of this Agreement or any of the rights and liabilities hereunder the same shall be referred to a single person appointed in default of agreement between the parties and on the application of either party by the President for the time being of the Law Society of England and Wales and the decision of such person (who shall act as an expert and not as an arbitrator) shall be final and binding on the parties. # JURISDICTION 1. This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales. *** **Publish ID:** 20231220 **Version History:**