Broadband Terms & Conditions

 

1 Interpretation

“VISYOO, us, our or we” means VISYOO Ltd  (company number 13092380) whose registered office is at 2 Bridge Farm Offices, Harberton, Totnes, Devon, England, TQ9 7PP

“Customer” means the person who places the Order and uses the Services.

“Telephone Line” means the telecommunications circuit that the Customer uses to obtain telecommunications services over the public switched telephone network at the Site as notified by the Customer to VISYOO.

“Agreement” means these Terms, together with the order form.

“BT” means British Telecommunications plc.

“Installation date” means the date when  ADSL, SOGEA, FTTP or FTTC  service is installed on the site.

“Consumer” means a person who enters into a contract other than in the course of a business

“Customer Equipment” means apparatus belonging to the Customer not forming part of the Broadband Equipment but which may be connected to the Broadband Equipment.

“Order Form” means the Broadband application request, written customer order or e-mailed customer order. “Broadband Price List” means the VISYOO Broadband Price List

Broadband Equipment” means any apparatus or equipment provided by VISYOO or any third party to the Customer at the Site to enable provision of the Service under this Agreement.

“Site” means the Customer Site where the Service is to be received.

“Service” means the installation, connection and supply of a telecommunications circuit capable of supporting ADSL, SOGEA, FTTP and FTTC  services at the Site and the provision of telecommunication services over such circuits.

 

2. Commencement and Duration

This Agreement will commence on the Commencement Date and shall continue for an initial primary period of 12 or 24 months dependant on which option is selected and will automatically renew for a subsequent period subject to termination under Clause 12.

Please note autorenewal of contract term to a subsequent committed period will not apply to the following organisations. A Microenterprise or Small Enterprise Customer’: a business (that is not a communications provider) for which no more than 10 individuals work, whether as employees, volunteers or otherwise. A ‘Not-For-Profit Customer’: a body for which no more than 10 individuals work (whether as employees or otherwise but excluding volunteers), whose income is applied solely for charitable or public purposes and which may not distribute its assets to its members.

 

3. Provisions of the Service

3.1 VISYOO shall provide or procure the provision of the Service to the Customer in accordance with the terms of this Agreement.  The Customer acknowledges that it is technically impracticable to provide a fault free Service and VISYOO does not undertake to do so.

3.2 The provision of the Service to the Customer will be subject to the characteristics of the Customers Access Connection and BT may determine that it is not possible to supply the Service over the Customers Access Connection. Where this is the case, VISYOO will immediately terminate this Agreement and will not be liable to the Customer for such termination.

3.3 The Customer acknowledges that during the installation of the Broadband Equipment for the provision of the Service the Customer Access Connection may suffer a temporary loss of telephone service, and /or interference to any other Access Connection services, which shall be reinstated following installation VISYOO, will not be liable for any loss, interruption or interference during installation. The Customer also acknowledges that any telephone socket extensions that are incorrectly wired may be disconnected during installation, without liability to VISYOO.

3.4 Occasionally VISYOO and/or BT may have to interrupt the Service or change the technical specification of the Service for operational reasons (such as maintenance or Service upgrades) or because of an emergency. In these circumstances where possible VISYOO will give notice to the Customer of any such interruption however, the Customer shall have no claim against VISYOO for any such interruption.

 3.5 Except as otherwise expressly permitted under this Agreement, the Customer may not: modify the Service without VISYOO LTds’ prior written consent; redistribute copy or use the Service, or transfer rights to the use of the Service to any third party;

disclose details of the Service, to any third party without VISYOOs’ prior written consent; use the Service except in conjunction with VISYOOs’ recommended operating guidelines;

3.6 VISYOO shall use its reasonable endeavours to comply with the Customer’s reasonable requests in respect of installation but VISYOO or BTs decision on the routing of cables and wires and the positioning of outlets and other apparatus constituting the Broadband Equipment shall be final and binding.

3.7 VISYOO shall use all reasonable endeavours to provide and install or procure the provision and installation of the Broadband Equipment at the Site so that the Service can be provided on or before any installation date specified or agreed to by VISYOO. Any installation date is an estimate only and VISYOO shall not be liable for any failure to meet such installation date.

3.8 Installation of the Service may be subject to a survey carried out by VISYOO or BT and the Service may not be provided where the survey carried out, is incomplete or unsatisfactory.

3.9 The customer accepts that the service is rate adaptive and will run at the most reliable speed available up to 8Mbit/s. Speed can be affected by external conditions.

3.10 The customer accepts that peak and sustained throughput rates may be reduced by contention within the network the BT central or BT Central  plus (as applicable) other components sourced by the customer to provide the customer service, end user speed control systems and the internet and by rate adaptation of modems and Line Rate for Max products.

 

4. Acceptable use of the Service

4.1 General. This Acceptable Use Policy (AUP) is intended to help protect our customers, and the Internet community, from the inappropriate use of the Internet. This AUP sets out the rules which apply to the use of our internet connection services including your responsibilities, and permitted and prohibited uses of those services. We remind customers that when they are connected to the internet via our service they must comply with the law.  Customers must not use our service:

1. a) for the improper use of a public electronic communications network which is or would be an offence under Section 127 of the Communications Act 2003; or
2. b) any unauthorised access or denial of service attack which is or would be an offence under Sections 1, 2 or 3 of the Computer Misuse Act 1990; or 
3. c) to commit an offence under the Regulation of Investigatory Powers Act 2000; or
4. d) to commit an offence under any other relevant UK legislation;

A customer’s use of our service constitutes acceptance of this AUP and we reserve the right to revise and update this AUP from time to time.

 

4.2 Your responsibilities

You are responsible for your actions when connected to our network and the systems you access through your internet connection. If you act without care or irresponsibly in using your internet connection or your actions put at risk the integrity or security of our network, systems or equipment, your access may be restricted, suspended or terminated, without prior notice, .In particular, you agree that you will not use, attempt to use or allow your internet connection to be used to:

1. a) store, send or distribute any content or material which is restricted, prohibited or otherwise unlawful under any applicable law or which is likely to be offensive or obscene to a reasonable person;
2. b) store, send or distribute confidential information, copyright material or other content which is subject to third party intellectual property rights, unless you have a lawful right to do so;
3. c) do anything which defames, harasses, threatens, abuses, menaces, offends, violates the privacy of, or incites violence or hatred against, any person or class of persons, or which could give rise to civil or criminal proceedings ;
4. d) do any other act or thing which is illegal, fraudulent or otherwise prohibited under any applicable law or which is in breach of any code, standard or content requirement of any other competent authority;
5. e) do anything which interferes with other users or restricts or hinders any person from accessing or using our internet connection service or systems including the excessive usage of bandwidth under section 5 below
6. f) forge header information, email source address or other user information;
7. g) access, monitor or use any data, systems or networks, including another person’s private information, without authority or attempt to probe, scan or test the vulnerability of any data, system or network;
8. h) deliberately compromise the security or integrity of any network or system including our network
9. i) knowingly access, download, store, send or distribute any viruses or other harmful programs or material
10. j) send or distribute unsolicited advertising, bulk electronic messages or otherwise breach your spam obligations set out below, or overload any network or system including our network and systems (including the excessive usage of bandwidth under section 5 below)
11. k) invade anyone’s privacy by attempting to harvest, collect, store, or publish private or personally identifiable information, such as passwords, account information, credit card numbers, addresses, or other contact information without their knowledge and consent ;
12. l) tamper with, hinder the operation of or make unauthorised modifications to any network or system; or
13. m) authorise, aid, abet, encourage, conspire with or incite any other person to do or attempt to do any of the above acts .In addition you may not use our network to create, transmit, distribute, or store content that:

violates a trademark, copyright, trade secret or other intellectual property rights of others violates export control laws or regulations ,

violates the privacy, publicity or other personal rights of others,

d)impairs the privacy of communications,

constitutes deceptive online marketing, causes technical disturbances to our network (including excessive usage of bandwidth under section 5 below), its affiliated networks, or the network used by customers to access the Email service, or violates the policies of such networks by, including, but not limited to, the intentional introduction of any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system or data, or

1. vi) assists, encourages or permits any persons in engaging in any of the activities described in this section. If you become aware of any such activities, you are obligated to immediately notify us and take all other appropriate actions to cause such activities to cease.

 

4.3 Use of email with particular regards to SPAM

Also known as junk mail or unsolicited commercial email, the term “spam” refers to submitting a commercial email to a large number of recipients who have not requested or opted to receive it and have no reasonable expectation of receiving email from the sender. Email sent by a company or an organisation with whom the recipient has established a relationship or which was requested or accepted (opt-in requirement) by the recipient is not considered spam.  Spamming is not only harmful because of its negative impact on consumer attitudes toward businesses that supply Email and interconnection services, but also because it can overload our network and disrupt service to other customers. As a user of our email service platforms sending direct marketing emails: You must:

1. a) include a conspicuous notice identifying the message as an advertisement or a commercial solicitation;
2. b) provide a valid physical postal address in each email your send;
3. c) include a valid email address or an unsubscribe link allowing the recipient to opt-out, either by replying to a valid return address, or by using an Internet-based unsubscribe mechanism
4. d) process opt-out requests for at least 30 days after the sending of the commercial email and stop sending email to the requestor within 10 business days upon request;
5. e) comply with any regulation in force that covers direct marketing regulations.

You may not:

1. a) include false, deceptive or misleading header information, including a false domain name or address;
2. b) send emails with a false, deceptive or misleading subject line; 
3. c) include sexually explicit content in your email;
4. d) add an address into your list without the subscriber’s permission;
5. e) maintain an email address in your list for which an opt-out request has been received;
6. f) use lists older than 6 months without obtaining a confirmation of the subscriber’s permission;
7. g) harvest email addresses from websites or web services;
8. h) generate an email address by using a dictionary attack combining letters and numbers into multiple permutations;
9. i) use scripts or automated ways to register for multiple email or user accounts to send commercial emails
10. j) relay emails through a computer or network without permission;
11. k) use your subscription form to subscribe users for an unrelated list or to send them content differing from the one they have agreed to
12. l) send emails with added words/characters in an attempt to bypass Bayesian filters;
13. m) send, or attempt to send, Spam of any kind from third-party networks using a return email address that is hosted on our network, or referencing an email address hosted on our network;
14. n) send email messages which result in complaints from the recipient or from the recipient’s email provider, or which result in blacklisting of the sender’s email address or mail server;
15. o) send email messages which are excessive and/or intended to harass or annoy others
16. p) continue to send email to a recipient who has indicated that he/she does not wish to receive it;
17. q) take any actions intended to cloak your identity or contact information, including but not limited to intentionally omitting, deleting, forging or misrepresenting message headers or return addresses; or
18. r) take any other action that results in the blacklisting of the sender’s email address or mail server, or negatively impacts other customers who use the Email service. In the absence of positive, verifiable proof to the contrary from you we will consider complaints by recipients of emails to be conclusive that the recipient did not subscribe or otherwise request the email(s) about which a complaint was generated.

 

4.4 Bulk email

The use of our network to send bulk email whether opt-in or otherwise, and the use of bulk email to promote a site on our network is strictly forbidden. Bulk mailing is defined as:

E-mails with more than 50 recipients per email

Sending E-mails at a rate of over 5 emails per minute – If bulk mailing attempts are detected the relevant ports may be blocked with immediate effect.

4.5 Excessive use of bandwidth

The use of bandwidth which is inappropriate for a particular service is to be avoided.  In the event that excessive usage of bandwidth on a consistent basis is detected we will contact you to propose a more suitable service as a replacement.  If you decline to accept the suggested replacement service and the excessive usage continues we reserve the right to restrict, suspend or terminate your access, at our discretion.

Examples of excessive bandwidth usage are:

A circuit that uses in excess of 100GB of bandwidth in a 24 hour period.

A group of circuits (as part of the same company or end user group) that consumes bandwidth in excess of 100GB at each site on the same day(s). Large bandwidth requirements across numerous sites would be better suited by a solution that does not have the potential to impact other users in a way that in VISYOOs’ reasonable opinion could a affect the experience of other users on the network; including but not limited to; persistent heavy users of the service, who in VISYOO’ reasonable opinion could be seen to be over-using their contended service, may at VISYOO discretion have their contention ratio increased without notice.

4.6 VISYOO will be entitled to suspend the Service or terminate the Agreement where VISYOO, in its absolute discretion, believes the Customer is in breach of any provisions of Clauses 4.1 – 4.5

4.7 The Customer acknowledges and accepts the following technical limits relating to the Service: transmission performance of some metallic local loops will mean it is technically impracticable to  provide Service to all Customers within the Service Availability Area; currently, until such time as VISYOO advises otherwise, the Service cannot be provided over the same Access Connection as certain other telecommunications services.

The Service is not available to Sites where all or part of the Access Connection is provided over fibre optic cable or radio systems.

that the Service may also affect the performance of some PSTN customer premises equipment.

That some technical limitations may not become apparent until after the Service has been installed and working for some time. In such circumstances the Service for some individual may need to be withdrawn.

that in the case of any rate-adaptive product, including Homeworker and Office products and MAX ADSL services, upload speeds (and download speeds for MAX services) are dependent on distance from the exchange, atmospheric conditions and quality of the metallic path and may vary without notice to the customer.

Rate adaptation can occur several times a day and may cause the link to the DSLAM to reset.

that in the case of any rate adaptive product, such as ADSL MAX services, throughput guarantees will relate only to the actual rated speed of an individual connection, not any implied speed of service.

4.8 In the circumstances referred to in Clause 4.7 VISYOO will have no liability to the Customer relating to the provision of the Service (or VISYOOs’ inability to provide the Service), the performance of the Service, its effect on other services or equipment or the withdrawal of the Service.

4.9 The Customer will co-operate with VISYOOs’ reasonable requests for information regarding the Customer use of the Service and supply such information without delay

 

5. Charges

5.1 The charges for the Service will be calculated in accordance with the VISYOO Price List. Charging will begin on the Commencement Date for the Service. Charges will be calculated in accordance with details recorded by, or on behalf of, VISYOO.

5.2 Payment is due within fourteen (14) days from the date of issue of the invoice and collected via Direct Debit on the due date. Late payment of invoices will result in interest being charged at 2% above the then current Handelsbanken Bank base rate. Any clients who do not pay via Direct Debit will be subject to a payment handling fee of £5.00 plus vat per invoice.

5.3 All charges exclude Value Added Tax (VAT) at the applicable rate, unless stated otherwise.

5.4 Capped products. VISYOO provide many Broadband and Fibre to the cabinet products with a usage cap. If the cap for the product is exceeded in any given month VISYOO reserve the right to charge excess usage at the rate of £1.00 per gigabyte

5.5 VISYOO may also make an additional charge (on the basis of additional charges detailed in the VISYOO Price List), on its own behalf or on behalf of a BT in the following circumstances: –

an abortive visit charge may be incurred where incorrect information supplied by the Customer means it is technically impractical to provide the Service over the Customers Access Connection;

where it is necessary to relocate the existing telephone master socket to provide the Service; where VISYOO or BT are unable to gain access to the Site to carry out installation of the Service or the installation is aborted an abortive visit charge may be payable; where certain order information provided by the Customer is illegible, inaccurate or incomplete an administration fee will be charged;

where VISYOO or BT provide the support to the Customer outside its normal support times in supply of the Service; where a fault relates to equipment other than the supplied Equipment.

5.6 VISYOO Ltd reserve the right to increase prices annually in line with the Consumer Price Index as published by the UK Office of National Statistics. The first 12 months of any contract will be exempt for this increase.

6. Customer Obligations

6.1 To allow the installation and use of the VISYOO Equipment at the Site, the Customer will at the Customer’s own expense

obtain all necessary consents, including consents for any necessary alterations to buildings; take up or remove, any fitted or fixed floor coverings, ceiling tiles, suspended ceiling and partition covers, as VISYOO or BT advises are necessary, and carry out afterwards any making good or decorator’s work required; and

provide any electricity and connection points required by VISYOO or BT.

The criteria above must be completed in advance of any installation work.

6.2 The Broadband Equipment shall remain the property of VISYOO or the supplier of such equipment (including BT) and the Customer shall at all times make clear to third parties that the same is the property of VISYOO or a third party supplier of such equipment. VISYOO may modify, substitute, renew or add to the Broadband Equipment from time to time at its absolute discretion. Where VISYOO have provided a FREE CISCO router as part of 3 year managed service contract the device must be returned to VISYOO upon termination of the contract. A one off charge of £275.00 plus vat will be raised if the device is not returned within 30 days.

6.3 VISYOO shall supply the Customer with the relevant information to enable the Customer suitably to prepare the Site for delivery and installation of the Broadband Equipment. The Customer shall at their own expense provide suitable accommodation, assistance, facilities and environmental conditions for the Broadband Equipment and all necessary electrical and other installations and fittings.

6.4 A secure electricity supply is required at the Premises for the installation, operation and maintenance of the Broadband Equipment at such points and with such connections as specified by VISYOO. Unless otherwise agreed, this power supply is to be provided by the Customer. VISYOO shall not be responsible for interruption or failure of the Services caused by a failure of such power supply.

6.5 The Customer is responsible for the Broadband Equipment and must not add to, modify or in any way interfere with it nor allow anyone else (other than someone authorised by VISYOO) to do so. The Customer will be liable to VISYOO for any loss of or damage to the Broadband Equipment, except where such loss or damage is due to fair wear and tear or is caused by VISYOO, or anyone acting on VISYOO’ behalf.

6.6 Any Customer Equipment connected to or used with the Service must be connected and used in accordance with any instructions, safety and security procedures applicable to the use of that equipment. Any equipment which is attached (directly or indirectly) to the Service must be technically compatible with the Service and approved for that purpose under any relevant legislation or telecommunications industry standards.

6.7 To enable VISYOO to carry out its obligations under this Agreement, the Customer will at all reasonable times provide VISYOO employees, and anyone acting on VISYOO’ behalf including BT, who produces a valid identity card, with access to any Site and any other premises outside of VISYOO’ control. VISYOO will normally only require access during its usual working hours but may, on reasonable notice, require the Customer to provide access at other times. VISYOO may agree to work outside its usual working hours, but the Customer must pay VISYOO’ additional charges for doing so as detailed in Clauses and the VISYOO Price List.

6.8 If through no fault of VISYOO, VISYOO is unable to carry out an installation at, or gain access to, the Site or the installation is aborted, VISYOO will notify the Customer Nominated Contact and may raise an abortive visit charge.

6.9 The Customer hereby irrevocably gives permission to VISYOO or BT and its employees, agents or contractors to:

execute any works on the Premises for, or in connection with, the installation, maintenance, or removal of the Broadband Equipment;

keep and operate telecommunication apparatus installed on, under or over the Premises; enter the Premises to inspect any telecommunication apparatus kept on, the Site or elsewhere for the purposes of providing the Service. Where this Agreement or the Service is terminated for any reason VISYOO or BT will be entitled to enter the Site to remove Broadband Equipment installed there.

6.10 The Customer undertakes to comply with all instructions VISYOO may notify to the Customer for use of the Broadband Equipment; not to allow the Broadband Equipment to be repaired or maintained other than by an authorised representative of VISYOO; not to damage the Broadband Equipment and not to add modify or in any way interfere with the performance of the Broadband Equipment; not to attempt to sell the Broadband Equipment; not to remove any identification mark affixed to the Broadband Equipment showing that it is the property of VISYOO or other third party supplier of such equipment.

6.11 The Customer shall be responsible for the repair and maintenance of any Customer Apparatus used in order to obtain or use the Service.

 

Support of the Service

Technical support for the Service is available by telephoning VISYOO or by sending e-mail VISYOO. Technical support is available during normal VISYOO office hours.

Intellectual Property Rights

8.1 The Customer acknowledges that the Customer shall have no rights to any intellectual property rights arising as a result of any use of the Service.

8.2 Any and all intellectual property rights used or embodied in or in connection with the Service shall be and remain the sole property of VISYOO or VISYOO’ licensors. No title or intellectual property rights therein or in any modification or extension thereof shall pass to the Customer unless specifically stated under the Agreement.

8.3 The Customer acknowledges such title, interest and rights and the Customer shall not take any action to jeopardise, limit or interfere in any manner with VISYOO’ (or any third party suppliers’) title, interests or rights with respect to the Service, including but not limited to, using VISYOO or BTs trademarks or trade name.

8.4 Where software is provided to enable the Customer or to use the Service, VISYOO grants the Customer, for the duration of this Agreement, a non-exclusive, non-transferable licence to use the software for that purpose.

Warranties

9.1 The service will be provided without warranty or representation of any kind, whether express or implied VISYOO disclaims and excludes all such warranties and representations including without limitation any warranty or representation that the Service is free of defects, of satisfactory quality, fit for a particular purpose or non-infringing of third party rights. The Customer accepts all risks and liabilities associated with the use of the Service.

 

Limitation of Liability

10.1 Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees.

10.2 Neither party shall be liable in contract, tort, pre-contract or other representations (other than fraudulent or negligent misrepresentations) arising out of or in connection with this Agreement for: any economic losses (including, without limitation, loss of revenues, profits, contracts, or business); or any special, indirect or consequential losses or any destruction of data, arising out of or in connection with the provisions of this Agreement.

10.3 Subject to clauses 10.1 and 10.2 VISYOO’ liability to the Customer in contract, tort, negligence, pre-contract or other representations arising out of or in connection with this Agreement or the performance or observation of its obligations under this Agreement shall be limited in aggregate to the charges paid, by the Customer under this Agreement.

10.4 Each provision of this Agreement, excluding or limiting liability, operates separately. If any part is held by a court to be unreasonable or inapplicable, the other parts shall continue to apply.

10.5 The Customer indemnifies VISYOO and its suppliers including any BT against any claims or damages arising from the Customers access to or use of the Service and any information, data or material produced, transmitted or downloaded on the Service.

 

11. Force Majeure

11.1 If either party is unable to perform any obligation under this Agreement because of a matter beyond that party’s reasonable control such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (whether or not involving that party’s employees), or acts of local or central Government or other Competent authorities or events beyond the reasonable control of that party’s suppliers, the party will have no liability to the other for that failure to perform.

11.2 If any of the events detailed in paragraph 11.1 continue for more than 3 months either party may serve notice on the other terminating this Contract.

12. Termination

12.1 The Customer may terminate this agreement by giving a minimum of 30 days written notice to VISYOO prior to the end of the primary or secondary contract term. A one off fee of £35.00 applies. If a contract is terminated early, VISYOO will charge a £50 administration fee and 100% of the value of the monthly payments for the remainder of the contract term if in primary. In a secondary term 20% of outstanding rental will be charged if the contract is terminated early.

12.2 Either party may terminate this Agreement or the Service provided under it immediately, on notice, if the other: • commits a material breach of this Contract, which is capable of remedy, and fails to remedy the breach within 15 days of a written notice to do so; commits a material breach of this Contract which cannot be remedied;

is repeatedly in breach of this Contract; or is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of their creditors, or goes into voluntary (otherwise than for reconstruction or amalgamation), or compulsory liquidation or a receiver or administrator is appointed over their assets.

12.3 If any of the events detailed in 12.2 occur as a result of Customer default, VISYOO may suspend the Service without prejudice to its right to terminate this Contract. Where the Service is suspended under this paragraph 12.3 the Customer must pay the charges for the Service until this Contract is terminated.

12.4 VISYOO may terminate this Agreement immediately upon written notice to the Customer if: VISYOO is informed by BT supporting the Service that BT is required to cease the Service by a competent regulatory authority; or

BT supporting the Service ceases to do so for whatever reason or changes the terms its provision of telecommunications services to VISYOO for the Service beyond the reasonable control of VISYOO; the Customer fails to comply with any of the material terms or conditions of the Agreement and the Customer does not remedy such failure within 15 days of a request to do so.

12.5 Upon termination of this Agreement the Customer shall immediately stop using the Service and the Customer right to use the Service shall immediately terminate.

12.6 If either party delays in acting upon a breach of this Agreement that delay will not be regarded as a waiver of that breach. If either party waives a breach of this Agreement that waiver is limited to that particular breach.

 

13. Confidentiality

13.1 The parties will keep in confidence any information (whether written or oral) of a confidential nature (including software and manuals) obtained under or in connection with this Agreement or the Service and will not without the written consent of the other party disclose that information to any person (other than their employees or professional advisers, or in the case of VISYOO the employees of a VISYOO Group Company or their suppliers, who need to know the information).

13.2 This Clause 13.1 will not apply to: any information, which has been, published other than through a breach of this Agreement; information lawfully in the possession of the recipient before the disclosure under this Agreement took place; information obtained from a third party who is free to disclose it; and information, which a party is, requested to disclose and, if it did not, would be required by law to do so.

13.3 This Clause 13.1 will remain in effect for 2 years after the termination of this Agreement

 

14. Data Protection

14.1 VISYOO and the Customer each agree to comply with their respective obligations under applicable data protection legislation and maintain all relevant registrations, including (in relation to the Customer) such registrations and consents as the Customer should obtain and maintain to enable VISYOO to process personal data in connection with the performance by VISYOO of its obligations under this Contract.

14.2 The Customer agrees that VISYOO may put their name and other details obtained from the Order Form into a computerised directory for internal use and to enable VISYOO to provide the Service.

14.3 Rights of subject access will be in accordance with the Data Protection Act 1998 and upon request in writing and payment of the appropriate fee.

14.4 Any and all data supplied by Customers is held in accordance with VISYOO current Privacy Policy.

15. Consumers

Where you are purchasing the Service as a Consumer the exclusion of the implied terms in Clause 9 and the provisions of Clause 14.1 will not apply.

 

16. Notices

16.1 Notices given under this Agreement must be in writing and may be delivered by hand, or by courier or first class post to the following addresses:

16.1.1 To VISYOO at the address of the VISYOO office shown on the Order Form or any alternative address which VISYOO notifies to the Customer;

16.1.2 To the Customer at the address to which the Customer asks VISYOO to send invoices, the address of the Customer’s premises, or, if the Customer is a limited company, its registered office.

 

17. General Provisions

17.1 The Agreement will constitute the entire agreement between the parties and will supersede all prior and contemporaneous agreements, communications and representations (except for fraudulent or negligent misrepresentations) whether oral or written, between the parties.

17.2 A person who is not party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract, but this does not affect any right or remedy of a third party which exists or is available apart from that Act

17.3 In the event of a dispute between the parties, the parties will attempt in good faith to resolve the dispute or claim arising out of or relating to the Agreement promptly through negotiations between the respective representatives of the parties who have authority to settle the same.

17.4 If any provision of the Agreement (whether in part or in whole) is held by a court of competent jurisdiction to be illegal, invalid or unenforceable the remaining provisions of the Agreement shall remain in full force and effect.

17.5 Any waiver of any breach of any provision of the Agreement will not constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions of the Agreement.

17.6 The Customer may not assign or otherwise transfer, by operation of law or otherwise, the Agreement or any rights or obligations therein without the prior express written consent of VISYOO.

17.7 The headings to the sections of this Agreement are for convenience only.

 

18. Law

This Agreement and Your use of the Applications and Services shall be governed by and construed under the laws of England and Wales and You agree to submit to the exclusive jurisdiction of the English courts.