1. Interpretation

The following definitions and rules of interpretation apply in Conditions.

1.1         Definitions:

Address: The Vicky, Victoria Hall, High Sand Lane, Cockermouth, CA13 9NA.

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 10 (Charges, fees and payment).

Commencement Date: has the meaning given in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 14.5.

Contract: the contract between The Vicky and the Customer for the supply of Services in accordance with these Conditions.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Customer: the person or firm who purchases Services from The Vicky.

Customer Default: has the meaning set out in clause 4.2.

Mail: any item of post including letters, parcels, brochures, packages and correspondence sent.

Order: the Customer’s order for Services as set out in the Customer’s order form generated on the Website.

Services: the services supplied by The The Vicky to the Customer as set out in the Plan, which shall be either:

(a)          Physical mail forwarding;

(b)          Mail scanning and forwarding;

(c)          Physical mail scanning.

Plan: the description or specification of the Services provided by The Vicky to the Customer as advertised on the Website and amended from time to time.

The Vicky: The Vicky Cockermouth Limited, a company registered in England and Wales with company number 11140541 and having its registered office at Victoria Hall, High Sand Lane, Cockermouth, CA13 9NA

Website: the website of The Vicky at www.thevicky.co.uk.

1.2         Interpretation:

(a)          A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

(b)          Any words following the terms including, include, in particular, for example or any similar expression, shall be

construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(c)          A reference to writing or written includes fax and email.

2. Basis of contract

2.1         The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.

2.2         The Order shall only be deemed to be accepted when The Vicky issues written acceptance of the Order by email at which point and on which date the Contract shall come into existence   (the  “Commencement Date”).

2.3         Any descriptive matter or advertising issued by The Vicky and any descriptions or contained on the Website, are issued or published for the sole purpose of giving an approximate idea of the Services. They shall not form part of the Contract or have any contractual force.

2.4         These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3. Supply of Services

3.1         The Vicky shall supply the Services to the Customer in accordance with the Plan in all material respects.

3.2         The Vicky reserves the right to amend the Plan if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and The Vicky shall notify the Customer in any such event.

4. Customer’s obligations

4.1         The Customer shall:

(a)          ensure that the terms of the Order and any information it provides in the Plan are complete and accurate;

(b)          co-operate with The Vicky in all matters relating to the Services;

(c)          The Vicky comply with and co- operate with all requests by The Vicky for information, documentation and evidence to enable The Vicky to carry out due diligence in accordance with the relevant money laundering legislation;

(d)          notify The Vicky if there is a material change to its business including specifically (but without limitation):

(i)            A change of the directors or other similar officer;

(ii)           A change to the shareholder, beneficial owners or persons of significant control;

(iii)          A change to the business activities;

(iv)          A change of particulars for any director,  officer, beneficial owner, shareholder or person of significant control.

(e)          provide The Vicky with such information as The Vicky may require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

(f)           comply with all applicable laws including without limitation the Companies Act 2006; and

(g)          comply with any additional obligations as set out in the Order.

 

4.2         If The Vicky’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

(a)          without limiting or affecting any other right or remedy available to it, The Vicky shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays The Vicky’s performance of any of its obligations;

(b)          The Vicky shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from The Vicky’s failure or delay to perform any of its obligations as set out in this clause 4.2; and

(c)          the Customer shall reimburse The Vicky on written demand for any costs or losses sustained or incurred by The Vicky arising directly or indirectly from the Customer Default.

5. Physical Mail Handling Conditions

5.1         If the Services are virtual office mail handling (including scanning, collection or forwarding), the following conditions shall apply:

(a)          mail delivered must be addressed to Victoria Hall, High Sand Lane, Cockermouth, CA13 9NA and bear the full name of the name of the Customer.

(b)          mail will be delivered as soon as reasonably practical and, in any event, no later than 48 hours from the date of receipt, and will be forwarded subject to the Order by either:

(i)            first class Royal Mail (United Kingdom only); or

(ii)           electronic scan and email.

(c)          when mail is scanned only, the Customer elect to have the original letter forwarded or collected in person, which shall be sent in the manner described at 5.1.(b)(i).

(d)          If you select the collect option, we will securely store the letter for a maximum of 30 days for collection;

(e)          where items are collected from us, we will require identification to ensure that mail is only released to somebody authorised and named on the account, or notified in advance in writing;

5.2         all risks in mail delivered to you shall pass to you without any intervening time upon delivery and it is your sole responsibility to arrange for appropriate insurance cover from such period.

6. Telephony Conditions

6.1         If the Services are telephony (including Divert or Answer), the following conditions shall apply:

(a)          You understand and agree that you will have use of the telephone number(s) that are provided as part of the Services only until the end of the Term.

(b)          You understand and agree that The Vicky is the customer of record for all telephone           number(s) provided as part of the Services and, therefore, The Vicky has certain rights with respect to porting of the number(s).

(c)          The Vicky owns the telephone  number(s) assigned to you. The Vicky reserves the right to refuse to port any telephone number(s) in its sole discretion.

(d)          The Vicky shall not be liable for damages (including consequential or special damages) arising out of any such number re-assignment. You hereby waive any claims concerning any such re- assignment, whether based on contractual or any other grounds, even if The Vicky has been advised of the possibility of damages.

7. Parcel Handling and Disposal Policy

7.1         We only accept letterbox-friendly parcels. Upon arrival, we notify the customer and request collection or courier forwarding. We can provide a quote, or the customer can arrange their own courier. Due to our limited storage space, parcels must be collected or forwarded within 30 days.

7.2         If a parcel remains unclaimed after 30 days, it will be considered abandoned. We will first attempt to donate the parcel to charity. If a donation is not feasible, the parcel will be disposed of appropriately.

8. Exclusions and Restrictions

8.1         The Customer must not use the Services for the purpose of:

(a)          vehicle registration or management, including with the DVLA;

(b)          any unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material;

(c)          any use of the address on WayBills or export documentation, or other official customs declarations;

(d)          multiple company names and/or trading names cannot be applied to a single subscription unless specified in the Order;

(e)          Google My Business guidelines state that virtual offices are not considered service-area businesses and that you need to have the office staffed during business hours;

(f)           Any and all items that are not collected within 30 days from the date of receipt will be securely destroyed or sent to you at your cost.

(g)          scanning of any items other than letters, including but not limited to magazines, books, large posters, or other thick/large documents. We will only scan letters and documents up to A4 in size.

(h)          in the event that items are addressed in such a way that the we are able to positively verify that it is addressed for you, we reserve the right to open such mail to determine for whom it is intended or in the alternative, return it to the sender.

(i)            Any post that has to be signed for will be forwarded on by Royal Mail Special Delivery, or a courier of our choice. We will email you when such a parcel arrives to request payment. Upon receipt of funds, the item will be sent out.

(j)            We will endeavour to ensure that parcels are handled with consideration; however, we cannot offer guarantees or compensation for items which may be damaged in transit.

8.2         In any of the circumstances described above, The Vicky reserves the right to return the relevant items and/or dispose of it.

8.3         We reserve the right in our absolute discretion to withhold from forwarding and/or to pass to any relevant authority any mail delivered to you, without notice to you.

9. Fair Usage

9.1         Mail Forwarding Customers

(a)          Customers receiving mail forwarding services on a fixed price plan are subject to a fair use policy based on the following allocation:

Small Letters (up to 100g):

Maximum of 15 letters per month.

Large Letters:

Up to 100g: Maximum of 10 large letters per month.

If a customer exceeds the fair usage limit for any category per month, any additional items will be charged per item according to the current Royal Mail rates, and there will be a 30p handling charge per letter.

9.2         Mail Scanning and Collection customers

(a)          Customers receiving mail scanning or collection services are subject to a fair use policy of a maximum of 40 items of post per month.

Should the customer exceed this limit, they have the option to pay an overage charge at a reduced rate. Detailed information on the overage fees can be found in the Overage Fees Schedule.

10. Charges, fees and payment

10.1      The Charges for the Services shall be calculated on in accordance with The Vicky’s rates, as set out in the Order.

10.2      The Services are strictly non- refundable. There shall be no refunds or credits for partial months of the Services, upgrade/downgrade refunds, or refunds for months unused with an active account.

10.3      The Vicky reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period.

10.4      The Vicky shall invoice the Customer in accordance with the terms set in the Order.

10.5      The Services are billed in advance on either a monthly or annual basis, subject to the Order.

10.6      The Customer shall pay each invoice submitted by The Vicky:

(a)          in accordance with any terms in the Order; and

(b)          in full by card payment, PayPal and or Direct Debit; and

(c)          time for payment shall be of the essence of the Contract.

10.7      All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT).

Where any taxable supply for VAT purposes is made under the Contract by The Vicky to the Customer, the Customer shall, on receipt of a valid VAT invoice from The Vicky, pay to The Vicky such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

10.8      If the Customer fails to make a payment due to The Vicky under the Contract by the due date, then, without limiting The Vicky’s remedies under clause 12, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 10.8 will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

10.9      All amounts due under the Contract 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. Limitation of liability:

11.1      The Vicky has been unable to obtain insurance in respect of certain types of loss at a commercially viable price. The limits and exclusions in this clause reflect the insurance cover The Vicky has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

11.2      Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

(a)          death or personal injury caused by negligence;

(b)          fraud or fraudulent misrepresentation; and

(c)          breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

11.3      Subject to clause 10, The Vicky’s total liability to the Customer shall not exceed £1,500. The Vicky’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.

11.4      This clause sets out specific heads of excluded loss and exceptions from them. The following types of loss are wholly excluded:

(a)          Loss of profits;

(b)          Lost, stolen, damaged, late or otherwise misdirected or mishandled items of mail;

(c)          Loss of sales or business;

(d)          Loss of agreements or contracts;

(e)          Loss of anticipated savings;

(f)           Loss of use or corruption of software, data or information;

(g)          Loss of or damage to goodwill;

(h)          Indirect or consequential loss;

11.5      This clause 11 shall survive termination of the Contract.

12. Termination

12.1      Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party written notice in accordance with the Order.

12.2      Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a)          the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 5 days of that party being notified in writing to do so;

(b)          the Customer fails to comply with reasonable requests for information, evidence or documents relating to the obligations The Vicky has under anti money laundering and similar legislation; or

(c)          the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

12.3      Without affecting any other right or remedy available to it, The Vicky may terminate the Contract with immediate effect by giving written notice to the Customer if:

(a)          the Customer fails to pay any amount due under the Contract on the due date for payment; or

(b)          there is a change of control of the Customer.

12.4      Without affecting any other right or remedy available to it, The Vicky may suspend the supply of Services under the Contract or any other contract between the Customer and The Vicky if the Customer fails to pay any amount due under the Contract on the due date for payment, the

Customer becomes subject to any of the events listed in clause Error! Reference source not found. To clause 12.2(c), or The Vicky reasonably believes that the Customer is about to become subject to any of them.

13. Consequences of termination

13.1      On termination of the Contract

(a)          the Customer shall immediately pay to The Vicky all of The Vicky’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, The Vicky shall submit an invoice, which shall be payable by the Customer immediately on receipt;

(b)          the Customer may no longer use the Address and the Customer must immediately remove reference to the Address from any marketing literature, stationary, websites or similar material forthwith;

(c)          the Customer shall forthwith notify Companies House, HMRC and any other relevant authority (the Relevant Authority) that it no longer operates from the Address within 5 days and, must upon request by The Vicky provide a copy of such reasonable evidence as it requires to satisfy itself that such notification has been given and without prejudice to the foregoing, the Customer expressly agrees that

(i)            The Vicky may notify the Relevant Authority on behalf of the Customer of the residential address of any one of the directors or beneficial owners, determined in its absolute discretion;

(ii)           the Customer expressly agrees that The Vicky may file an RP07 and/or AD01 form on behalf of the Customer at Companies House and the Customer authorises The Vicky to sign in the name of the Customer the RP07 and/or AD01 and provide such evidence as it has in its file for that purpose;

(d)          In order to give effect to Clause 13.1(c), the Customer appoints The Vicky as its Attorney and in the name of the Customer and on its behalf, The Vicky (as Attorney) may consider, settle, approve, sign, execute, draft, deliver and issue agreements, documents, notifications, certificates, and instruments (whether as deed or not) which The Vicky (as Attorney) may consider in its absolute discretion desirable to give effect to the removal of the Address from the Relevant Authority including without limitation any RP07 and/or AD01 or to otherwise meetthe purpose of clause 13.1(c). The Customer hereby shall indemnify The Vicky (as Attorney) against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) which The Vicky (as Attorney) sustains or incurs in connection with any action taken in good faith pursuant to this power of attorney (including any cost incurred in enforcing this indemnity).

13.2      Termination or expiry of the Contract 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 Contract which existed at or before the date of termination or expiry.

13.3      Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

14. General

14.1      Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

14.2      Assignment and other dealings.

(a)          The Vicky may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

(b)          The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of The Vicky.

14.3      Confidentiality.

(a)          Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 14.3(b).

(b)          Each party may disclose the other party’s confidential information:

(i)            to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 14.3; and

(ii)           as may be required by operation of law, a court of competent jurisdiction or any governmental or regulatory authority.

(c)          Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

14.4      Entire agreement.

(a)          The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b)          Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

(c)       Nothing in this clause shall limit or exclude any liability for fraud.

14.5      Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

14.6      Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

14.7      Severance. If any provision or part- provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion  of  a  provision  or  part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

14.8      Notices.

(a)          Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case), or sent by fax or sent by email to the address specified in the Order.

(b)          This clause does not apply to the service of any proceedings; or other documents in any legal action or, where applicable, any other method of dispute resolution.

14.9      Third party rights.

(a)          Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

(b)          The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

14.10    Governing law. The Contract, and any dispute or claim (including non- contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.

14.11    Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.