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Terms of business for companies

Terms and Conditions of Business for Companies

These Terms and Conditions of Business apply between VOCASO Ltd “Consultancy” and the “Company” (as defined below) and shall not be varied save in writing by a Director of VOCASO Ltd.

These Terms and Conditions of Business are deemed to be accepted by the “Company” by virtue of engagement with a “community member” introduced to the “Company” by the “Consultancy”.

1. Definitions

“Consultancy” VOCASO Ltd. Registered office address; 107 Bell Street, London, UK, NW1 6TL. Company number 13074637 VAT Number 367109880

“Community member” A fee-paying member of the VOCASO community

“Company” The Organisation meeting with Community member being considered for a Non-Executive Director or Advisory role.


2. Service to be provided by Vocaso

2.1 Following a briefing with the Company, VOCASO Ltd will inform community members of the opportunity and invite individuals with relevant experience to make their interest known. VOCASO will then introduce individuals to the Company in consideration for non-executive director roles or advisory board member roles. There is no fee payable by the Company for this service.


2.2 VOCASO will handle all relevant correspondence and communications with both parties throughout the introduction process.


2.3 VOCASO reserves the right to allocate whichever consultants and staff it considers appropriate to fulfil its obligations under this Agreement.


2.4 VOCASO affirms, without reservation, the principles of equal opportunity in its business operations. VOCASO will not discriminate against qualified individuals for any unlawful reasons, including without limitation, race, religion, gender, national origin, age, or disability. VOCASO expects the Company to comply with non-discrimination policies and practices.


2.5 The range of services provided by VOCASO to community members are designed to prepare them for appointment to NED or Board Advisory positions. The introduction to companies is not guaranteed to the members of the VOCASO Community. Further, whilst such introductions may ultimately result in the appointment of members to NED/Board Advisory positions, there is, obviously, no guarantee of such appointment (which will depend entirely on the suitability of the member and is entirely the decision of the recruiting organisation). No part of the fee that is payable by community members to VOCASO relates to, or is contingent upon, such introductions being made or to the member obtaining such appointment/s.


2.6 The appointment of a Board Advisor or NED is not guaranteed by VOCASO as this will depend entirely on the suitability of members who have expressed an interest in a particular role and company.


3. Responsibility of the Company

3.1 The Company is responsible for taking up formal references, verifying academic and professional or other qualifications and for arranging any medical examination. In all circumstances the company is responsible for ascertaining and satisfying itself about the suitability of any community member that it wishes to appoint.


3.2 VOCASO shall not be liable to the Company for losses which are not reasonably foreseeable at the date a member is put forward for an appointment or for any indirect or consequential loss of revenue, anticipated profits and claims by third parties which may arise from such an appointment. Nothing shall exclude or limit liability for death or personal injury caused by negligence or where the law does not permit such exclusion or limitation.


3.3 The Company accepts and agrees that VOCASO gives no warranty as to the suitability of any community member for any Appointment.


3.4 Neither VOCASO nor any of its staff will be liable to the Company for any loss, injury, damage, expense, or delay incurred or suffered by the Company arising directly or indirectly from or in any way connected with the Introduction to or the Appointment by VOCASO of a community member, unless such loss, damage, costs, or expenses are the direct result of the negligent acts or omissions of VOCASO. In particular, but without limiting the generality of the foregoing, VOCASO will not be liable for any loss, injury, damage, expense, or delay arising from or in any way connected with:

3.4.1 any failure of the community member to meet the Company’s requirements for all or any of the purposes for which the community member is required by the Company.

3.4.2 any act or omission of a community member, whether wilful, negligent, fraudulent, dishonest, reckless, or otherwise; or

3.4.3 any loss, injury, damage, expense, or delay suffered by a community member.


3.5 The Company agrees to the following.

3.5.1 Keep VOCASO informed as to the nature of any ongoing discussions with each introduced community member.

3.5.2 Provide VOCASO with full information regarding terms of Appointment with any community member.

3.5.3 Provide VOCASO with full feedback following any interviews or discussions with community members.


4. Cancellation or Termination

4.1 Any termination of this agreement by the Company must be made by written notice to VOCASO. VOCASO may terminate this agreement by written notice to the Company if no Appointment of a community member has been made within 6 months of the date of this agreement.

5. Confidentiality

5.1 All information and details pertaining to any community members Introduced to the growth company by VOCASO must be kept confidential by the Company and will not be disclosed to any third party without the community members and VOCASO’s prior written consent save as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.


5.2 This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.


6.1 To comply with the General Data Protection Regulation, both the growth Company and VOCASO agree that:

6.1.1 We are both data controllers in common in respect of the personal data of community members that may be exchanged between us. Personal data may include contact details, CVs, references, and other information provided directly by the community members or otherwise collated about them for the purposes of assessing their suitability for a role.

6.1.2 Each of us will be responsible for complying with all applicable data protection laws relevant to our own processing of the personal data concerned.


7. Variation and Jurisdiction


7.1. This Agreement contains the whole agreement between the Company and VOCASO in respect of the Introduction of community members and supersedes and replaces any prior written or oral agreements, representations, or understandings between them relating to such subject. Any variation of these terms must be agreed in writing and signed by both the growth Company and a director of VOCASO.


7.2 The Parties confirm that they have not entered into this Agreement based on any representation that is not expressly incorporated into this Agreement. Nothing in this Agreement excludes liability for fraud. Any conditions, warranties or other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law.


7.3 This Agreement shall be subject to and construed in accordance with English Law. VOCASO and the Company submit to the exclusive jurisdiction of the English courts.

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