End User Service Agreement
Service User Terms and Conditions
THE VENDOR (THE VENDOR) provides a cloud based video conferencing service, known as Virtual Meeting Spaces (the Service) together with associated management portal. The Service is supplied as a monthly or annual subscription or pay as you go charging structure that allows the customers to access the Service for the purposes of business grade, high definition, visual communications.
All contracts for the sale of the services made by THE VENDOR are deemed to include these Terms and Conditions of Sale (the Terms), which shall prevail over any other document or communication between the parties unless otherwise agreed in writing.
For the purposes of this document the term Service shall include all the services listed on any THE VENDOR price list, which may change from time to time.
If any part of the Terms should be found to be invalid or unenforceable by a court or other competent authority, then the rest shall not be affected. Each of the parties agrees that these Terms represent the entire agreement between them. Any notice to be given in respect of these Terms by either of the parties shall be in writing, and delivered to the registered office or principal place of business of the other.
Are Strictly 30 Days from invoice.
If a customer is going to ‘white label’ the service under their brand, then the associated charges for this work will be billed and paid for in advance of the commencement of work.
The prices contained herein do not include Value Added Tax and to the extent that the supply of Goods or services by the Company in pursuance of this Quotation/Contract is chargeable with Value Added Tax to the gross amount of such Tax shall be added to the price at the rate applicable on the relevant invoice.
The Service will be enabled on acceptance of a valid Purchase order.
Renewal of Service
The Customer or Reseller agrees that renewal of the Service will be deemed to be automatic 30 days prior to either the monthly or annual anniversary.
Monthly Subscription and Pay as you Go tariffs: THE VENDOR will continue to invoice the customer for all Charges and Services. The customer is able to unsubscribe a monthly Service at any time by giving 30 days’ notice. In the event that a Service is cancelled, THE VENDOR will bill the customer for that Service until the end of the calendar month following the date of cancellation. No part month credits are entertained for ease of charge and service administration for all parties.
Annual payment terms: The customer agrees to a minimum 12-month term for the Service.
White Label Branding charges: these charges are for a minimum of 12 months and can be paid for monthly or annually.
Customer Termination of Service
The customer can cancel a Service at any time and the above renewal clauses will be valid. There are no part month refunds of the service, for any reason.
Service Level Agreement
THE VENDOR SLA to the customer is 99.5% Service uptime. For clarification, THE VENDOR cannot be held responsible for customer connectivity (LAN and WAN), mobile network bandwidth, firewall settings, devise faults, browser incompatibility or any other fault caused by a third party to the Service.
Title in the Services remains with THE VENDOR at all times. The customer is not entering into any ownership arrangement of the Service. The Customer is paying to access the Service through annual or monthly charges.
THE VENDOR will not at any time share any customer data with any third party organisation. THE VENDOR does not capture or store any data from the customers’ usage of the service. The Service is a transmission service only.
THE VENDOR uses any information provided to allow customers and users to connect to the VENDOR Service. We do not share any other personal information with any other parties.
Fair Use Policy
The Customer with the following fair use policy. If the Customer is in breach of any of these policies, THE VENDOR has the right to switch their service off with immediate effect.
THE VENDOR Services are for business use, they are not for;
· Gaming/online gambling
· Criminal or unlawful activities
· Online Weddings
· Or any other large social gathering
THE VENDOR also considers the that regular use of the Subscription Service by more than 20 people per meeting event will constitute a breach of this policy.
The limitations are a guide are not meant to be exhaustive and are illustrative to highlight those uses which THE VENDOR would definitely consider to be in breach of its Fair Use Policy.
It is THE VENDOR’s sole discretion as to those leisure uses that would be deemed to fall into the breach of usage category and their decision is final.
Security Documentation and specific requirements are available.
THE VENDOR is committed to handling your information with the highest standards of information security. We use computer safeguards such as data encryption and firewalls to protect your personal information. We authorise access to personal information only for those employees that require it for their job responsibilities to provide the service.
Limitation of liability
In no event shall THE VENDOR be liable for any damages (including, without limitation, lost profits, business interruption, or lost information) rising out of 'Authorized Users' use of or inability to use the THE VENDOR Service. In no event will THE VENDOR be liable for loss of data or for indirect, special, incidental, consequential (including lost profit), or other damages based in contract, tort or otherwise. THE VENDOR shall have no liability with respect to the content shared over the Service or any part thereof, including but not limited to errors or omissions contained therein, libel, infringements of rights of publicity, privacy, trademark rights, business interruption, personal injury, loss of privacy, moral rights or the disclosure of confidential information.
Both THE VENDOR and the Customer must treat all information received from the other marked ‘Confidential’, or which is reasonably obvious to be confidential, as it would treat its own confidential information. The provisions of this clause shall survive the termination of any contract between The Customer and THE VENDOR by three years. THE VENDOR shall not use any of the confidential information derived from the services supplied for any purpose other than performance of its obligations of the contract.
Liability Without prejudice to any other provision of these Terms, in any event THE VENDOR’s total liability for any one claim or for the total of all claims arising from one act of default on THE VENDOR’s part (whether in tort, contract, negligence or otherwise) shall not exceed the total purchase price paid by the customer for the Products or Services in respect of which a claim is made. In the case of any claim made against THE VENDOR for disruption to the Services or any errors in the Information provided, THE VENDOR’s liability shall not exceed the total price paid by the Customer for the Services for the duration of any such disruption or errors and only in respect of those Products for which the Services were affected. THE VENDOR shall not be liable to the Customer for any economic (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings), special, indirect or consequential losses.
Contracts (Rights of Third Parties) Act 1999
A person who is not a party to this contract has no right under the Contracts(Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
THE VENDOR shall not be liable to the Customer for non-performance or delay in performance of any of its obligations under these Terms or loss or damage of any Products due to acts of God, war, riot, civil commotion, embargo, strikes, fire, theft, delay in delivery or services of sub-contractors or sub-suppliers, shortage of labour or materials, confiscation or any other unforeseen event (whether or not similar in nature to those specified) outside the reasonable control of THE VENDOR.
THE VENDOR may terminate any contract with the Customer if he commits a material or persistent breach of these Terms and/or the Fair Use Policy and fails to remedy this within 30 days of written notice, or with immediate effect if the Customer does any act that might jeopardise the continuance of the Services.
The Customer may not assign his rights or obligations, in whole or in part, to any third party without THE VENDOR’s written approval.
Governing Law and Jurisdiction
This Agreement and these Terms shall be construed in accordance with English law and shall be subject to the exclusive jurisdiction of the courts of England and Wales.