Terms of Service

Legal

Last updated: 1 July 2025 · Version 4.0

1. Definition

In these Terms: "VMS" means VMS Compliance Limited (Company No. 12345678); "Client" means the organisation or individual entering into an agreement with VMS; "Platform" means the VMS compliance management software and associated tools; "Services" means all consultancy, audit, advisory and platform services provided by VMS; "Agreement" means these Terms together with any applicable Order Form, Statement of Work or subscription agreement.

2. Scope of services

VMS provides compliance consultancy, audit services and software tools to assist Clients in managing their health and safety, fire safety, food hygiene and governance obligations. VMS's Services are advisory in nature and do not constitute legal advice.

VMS does not accept responsibility for the adequacy of compliance measures implemented by the Client. The Client remains responsible for compliance with all applicable legislation and regulation applicable to their operations.

3. Platform access and subscriptions

Access to the VMS Platform is provided on a subscription basis as specified in the applicable Order Form. The Client is responsible for maintaining the security of its account credentials and for all activity under its account.

Subscriptions renew automatically unless cancelled with 30 days' notice before the renewal date
Platform access is granted per the number of users specified in the Order Form
Client data stored on the Platform remains the property of the Client
VMS maintains a 99.9% uptime SLA for the Platform (excluding scheduled maintenance)

4. Fees and payment

Fees are as specified in the applicable Order Form. Unless otherwise agreed:

Subscription fees are invoiced monthly or annually in advance
Consultancy and audit fees are invoiced on completion of the relevant service
Payment is due within 30 days of invoice date
Late payment may incur interest at 8% above Bank of England base rate
VMS reserves the right to suspend access for unpaid invoices more than 60 days overdue

5. Intellectual property

All intellectual property in VMS's Platform, methodologies, audit frameworks, Compliance Rating™ system, templates and published materials remains the property of VMS. The Client is granted a non-exclusive, non-transferable licence to use these materials for the purpose of managing its own compliance obligations.

Client data uploaded to the Platform remains the Client's property. VMS is granted a licence to process Client data for the purpose of providing the Services.

6. Liability

To the maximum extent permitted by law:

VMS's aggregate liability to the Client under or in connection with any Agreement is limited to the total fees paid by the Client in the 12 months preceding the event giving rise to the claim
VMS is not liable for indirect, consequential, special or punitive loss, loss of profit, loss of revenue or loss of data
Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud or any other liability that cannot be limited by law

7. Confidentiality

Each party agrees to keep confidential the other party's confidential information and not to disclose it to any third party without the other party's prior written consent, except where required by law or regulation.

8. Termination

Either party may terminate an Agreement with 30 days' written notice. VMS may terminate immediately on written notice if the Client fails to pay undisputed invoices within 60 days of the due date, becomes insolvent or commits a material breach that is not remedied within 14 days of written notice.

On termination, VMS will make Client data available for export for 30 days, after which it will be deleted in accordance with VMS's data retention policy.

9. Governing law

These Terms are governed by the laws of England and Wales. Any dispute arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

10. Amendments

VMS may amend these Terms on not less than 30 days' written notice to the Client. Continued use of the Services following the notice period constitutes acceptance of the amended Terms.

Questions about these Terms should be directed to: legal@vmscompliance.co.uk