Terms & Conditions

Virtual ETO’s Limited Standard Terms & Conditions

1 INTERPRETATION
In these Standard Terms & Conditions, the following expressions shall have the following meanings:
"The Company” means Virtual ETO’s Limited;
"The Goods” means the goods agreed to be supplied to the Client;
“Services” means the services agreed to be supplied to the Client:
“The Contract‟ means the contract or agreement which the company enters into with the client to provide goods and services and shall encompass the provisions set out in these standard terms and conditions;
"The Client” means the Customer, the Manager, the Yacht the Yacht Owning Company, the Beneficial Owner or the Person purporting to be authorised to buy The Company's Services or who accepts a quotation from the Company for the sale or provision of Goods or Services or whose order for the Goods or Services is accepted by the Company.
New Terms & Conditions supersede all old Terms & Conditions.

2 BASIS OF THE SALE
(a) The Company shall sell and the Client shall purchase the Goods and/or Services in accordance with any written quotation, contract or agreement of the Company which is accepted by the Client, or any written order of the Client which is accepted by the Company, subject in either case to these conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted or any such order is made or purported to be made by the Client;
(b) No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Client and the Company;
(c) No instructions which have been accepted by the Company, whether incorporated into a written agreement or not, may be cancelled by the Client except with the agreement in writing of the Company and on terms that the Client shall indemnify the Company in full against all loss, costs, charges and expenses incurred by the Company as a result of cancellation.
(d) By giving such instructions, the Client will be deemed to have constructive knowledge of these Terms & Conditions.

3 PRICES
(a) The price of the Goods or Services shall be the Company’s contractual price in the Agreement or. where no price has been quoted (or a quoted price is no longer valid) the price payable shall be the Company's price applicable at the date of supply. All prices quoted are, unless otherwise stated, valid for 30 days only at which time they may be altered by the Company without notice.
(b) Contract prices are exclusive of VAT which shall be payable by the Client.
(c) Contract prices are based on information provided by the Client and upon the assumption that the Goods and/or Services can be provided without amendment, interruption or delay caused by the Client and which may cause the price to be increased.

4 TERMS OF PAYMENT
(a) The Company shall be entitled to invoice the Client in respect of all Goods upon delivery or acceptance (whichever occurs first) and, in respect of any Services provided, upon completion of the Services or at the end of the month in which the Services were performed.
(b) The Client shall pay all invoices within 30 days of the date of invoice. The time for payment of the price shall be of the essence of the Contract.
(c) The Client shall be responsible for all bank charges including charges levied by the receiving bank.
(d) Without prejudice to any other right or remedy of the Company, the Company reserves the right to suspend delivery or to determine the Contract if there is any outstanding liability owing to it by the Client on any account whatsoever.
(e) The Company reserves the right to charge interest (both before and after any judgment) on overdue sums at the rate of 4% per annum above the base lending rate of Lloyds Bank Plc.

5 DELIVERY OF GOODS AND/OR SERVICES
(a) The Company shall not be liable for any loss or damage occurring through any failure or inability to meet any contractual date due to the actions of third parties.

6 DURATION OF CONTRACT
(a) The Terms of the Contract is twelve (12) calendar months and begins from the day the Contract between the Client and Company is entered into. 
(b) The Client shall not terminate any Contract for the provision of any Service or facility under it, prior to the expiry of the twelvemonth minimum period of Service. After this period, termination may be affected by giving the Company 30 days notice in writing.
(c) In the event of a change of ownership of the Client’s vessel. the Client can terminate the Contract by giving the Company 30 days written notice.
(d) The Company reserves the right to suspend the Service to the Client if the Client is in breach of these T&Cs.
(e) The Company reserves the right to change the fee schedule by notifying the Client 30 days in advance of the effective date of the change.

7 RISK AND PROPERTY
(a) Risk of damage to or loss of the Goods shall pass to the Client on delivery to the Client or the Client's carrier or nominee.
(b) Title of Goods will not pass until they have been paid for in full.
(c) Goods shall be stored separately and be clearly identifiable as being the Company's property until paid for.
(d) The Company shall be entitled to recover possession of Goods not paid for by the Client (and enter onto the premises of the Client for that purpose) if they are not paid for by the due date or if the Company has determined any contract with the Client pursuant to these Conditions.
(e) The Company shall have a lien upon the goods until they have been fully paid for.

8 WARRANTIES AND LIABILITY
(a) The Company warrants that the Services will be performed using reasonable skill and care.
(b) Subject to condition 8(a) above, all warranties, conditions or other terms implied by statue or common law are excluded to the fullest extent permitted by law. No employee of the Company has authority to give any verbal warranty or representation as to the fitness for any particular purpose or otherwise of any of the Goods or Services to be supplied.
(c) The manufacturers standard one-year warranty applies to all Goods supplied unless otherwise stated.
(d) The Company shall not be liable to the Client by reason of any representation, orally or in writing by its employees (unless fraudulent), or contract, tort (including negligence) or otherwise for any indirect, special or consequential loss or damage (including, without limitation, loss of profit, business, savings or otherwise) which arise out of or in connection with the supply of the Goods or Services and the entire liability of the Company under or in connection with the Contract shall not exceed the price of the Goods or the price paid for the Services or a maximum multiple of twelve times the monthly service fee.
(e)The Client agrees to fully indemnify the Company and its employees in full against all accidental damage and loss howsoever caused to the Client, the Yacht, or its crew or third-party personnel during or after in relation to the provision of Goods or Services from the Company.

9 VARIATIONS
Goods and Services supplied are subject to agreed variation from specification and/or samples. Immaterial variations shall not permit the Client to reject or terminate the Goods or Services.

10 OFFICE HOURS
Normal office hours are from 09:00 to 17:30 GMT, Monday to Friday except public and bank holidays. Our monthly remote support package operates 24 hours a day, 7 days a week. We also offer a best-effort, out of office service from 07:00 22:00 for our Pay-As-You-Go remote support service. During normal office hours the Company will endeavour to respond to written queries within 48 hours & guarantee to respond to all written enquiries regarding Contracted Services or Goods supplied to the Client within 24 hours. 

11 TRAVEL POLICY
Flight and accommodation costs and reasonable out of pocket expenses will be recharged to the Client at cost. Flights under four hours duration are booked in economy class. Flights over four hours are booked in premium economy or business class when premium economy is not available.

12 EXPORT & DELIVERY
The Client shall obtain all necessary permits to ensure that Goods destined overseas may lawfully be delivered to their destination and paid for and shall indemnify the company in respect thereof.

13 FORCE MAJEURE
The Company will not be liable for any failure to perform or difference in performance attributable to accidents or circumstances beyond the reasonable control of the Company and in particular (without limitation), industrial action, civil commotion, riot, invasion, war, threat of or preparation for war, shortage of materials, fire, explosion, storm, flood, earthquake, subsidence or other natural physical disaster, epidemic, act or restrain of government in such an event, the Company shall be at liberty on notice to the Client, to make partial delivery or performance only or to determine the Contract, in neither case without prejudice to its rights accrued there under.

14 LAW & ARBITRATION
The Contract shall be governed in all respects by UK Law and the parties hereby submit to exclusive jurisdiction of the
UK High Court. Any dispute arising under the Contract may be referred to and determined by a sole arbitrator to be appointed by the Chartered Institute of Arbitrators.

15 LIMITED LIABILITY
Any liability of the company, including without limitation any liability for damages caused or allegedly caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction of or unauthorised access to, alteration of, or use of records, whether for breach of contract, tortuous behaviour, negligence, or under any other cause of action, shall be strictly limited to the amount paid by or on behalf of the Client to the Company for the current month. Should any provision of this agreement be held to be illegal, invalid, or unenforceable by a court law, the legality, validity and enforceability of the remaining provisions of this agreement shall remain unaffected thereby unless otherwise stated.


SUPPORT SERVICES

In addition to the Standard Terms and Conditions. the following T&Cs apply:

(a) Monthly remote support services: The Company will provide IT support to the Client via a service help-desk 24 hours a day, 7 days a week. The company will endeavour to respond to all support requests within a hour 2 hour window. Normal office hours for billing, accounts and admin queries are from 08:00 to 18:00 GMT, Monday to Friday except public and bank holidays. During normal office hours the Company will endeavour to respond to written queries within 48 hours & guarantee to respond to all written enquiries regarding Contracted Services or Goods supplied to the Client within 24 hours. 

Pay-As-You- Go services: The Company will provide IT support to the Client via a service help-desk during normal office hours. Normal office hours are from 08:00 to 18:00 GMT. Monday to Friday except public and bank holidays. We also offer a 'best effort' out of office service from 07:00 - 08:00 and 18:00 - 22:00 every day. During normal office hours the Company will endeavour to respond to written queries within 48 hours & guarantee to respond to all written enquiries regarding Contracted Services or Goods supplied to the Client within 24 hours. During charter or other guest trips we can offer 24-hour emergency support on a pre-agreed per-charter basis.

(b) The Company will provide the Client with an 'Agreement of Services’ itemising what equipment, hardware, software & services are covered within the Support Service.
(c) Any equipment, hardware, software & services not listed on the 'Agreement of Services’ will not be covered by the Support Service.
(d) The Company will only support individually named Clients who will be listed within the 'Agreement of Services' or IT Support documentation
(e) The Company's remote IT support service requires an Internet connection which must be supplied by the Client
(f) This contract does not cover maintenance made necessary by equipment failure due to unfavourable conditions, misuse, surges, lightning, fire, flood, theft, rodents and other pests, vandalism, acts of God, infection by virus, or the unauthorised repair or alteration of the equipment by anyone other than the Company.
(g) The network cabling infrastructure, parts, software or equipment obtained from third party companies and consumable items such as printer toner cartridge, UPS batteries, fusing units and DAT/TAPE media are not covered under this agreement.
(h) Any service undertaken outside of normal office hours (as described in paragraph a) will not be covered under this contract unless otherwise agreed.
(i) Any additional hardware, software or Services purchased through the Company will be added to the Contract or IT Support Documentation at the Company's discretion and monthly maintenance adjusted accordingly.
(j) This support contract does not include the cost of replacing or repairing damaged equipment.
(k) Unless special arrangements have been previously agreed, all onsite visits will be charged at our standard on site daily rate plus travel, subsistence & accommodation.
(l) Support for specialist software will not be included unless previously agreed.
(m) The Company shall not be liable for any damages in connection with or as a consequence of the repair or servicing of any equipment, including but not limited to: loss of profits or revenue, data loss, or loss of use of equipment or other down-time costs. Without limiting the generality of the foregoing, because the equipment requires set-up or servicing from the Company and there is risk of data loss, the Client is fully responsible for the creation and storage of all backup data.
(o) Where applicable, the Intel NUC monitoring PC is provided as part of the IT support agreement. Should the agreement be terminated, then it is the clients responsibility to securely courier the Intel NUC PC (including power supply) back to the The Companies office within 14 days of the agreement termination date.