Yview

Terms & conditions for the YView office management service

IMPORTANT: By accepting this agreement you are telling us that on behalf of your organisation you accept the terms and conditions below and you are also telling us that you are authorised by them to do this on their behalf.

These terms & conditions act as an agreement between Yview and you the Client. We agree to provide you the Client with the YView office management service implemented by software and utilised via the Internet.

1.  Charges and payment

(1) The Client shall pay the Charge monthly in advance after any initial trial period. The Charge will become due and payable without any prior demand on the same date each month. No payment will be considered to have been made until it is received by the ASP in cleared funds.

(2) Any charges payable by the Client in addition to the monthly charge shall be paid within 30 days of receipt of the ASP’s invoice.

(3) The ASP may, after the expiry of the period of one year after the commencement date, increase the charge by giving the Client not less than 90 days’ prior written notice. The Client may terminate this Agreement from the date the notice expires on by giving the ASP written notice of termination of not less than 30 days before such date.

(4) Any charges payable under this Agreement are inclusive of Value Added Tax.

(5) If any sum payable under this Agreement is not paid within 7 days after the due date then (and without affecting any of the ASP’s other rights or remedies) the ASP may charge interest on the sum according to the Late Payment of Commercial Debts (Interest) Act 1998 and the Late Payment of Commercial Debts Regulations 2002. The ASP may also, or instead, suspend the Services until such time as the payment is made.

2. Duration

This Agreement starts on the Commencement Date and continues to remain in force until terminated by either party giving the other not less than 6 months’ written notice of termination or at any time thereafter unless subject to earlier termination as provided elsewhere in this Agreement.

3.  Services

The ASP may also offer the Client training, software customisation, software maintenance, disaster recovery, implementation and online support subject to a separate agreement.

4.  Client’s obligations

While this Agreement is in force the Client will:

(1) co-operate fully with the ASP’s personnel in the diagnosis of any error or defect in the Services or the Documentation;

(2) make available to the ASP free of charge all IT facilities and services he reasonably needs to enable him to perform the Services including, but not limited to, computer runs, on-line access, memory dumps, printouts, data preparation, office accommodation, typing and photocopying;

(3) provide any telecommunication facilities reasonably needed by the ASP for testing and diagnostic purposes at the Client’s expense;

(4) provide a suitable vehicle parking facility for use by the ASP’s personnel if visiting the Client’s premises which is free from any legal restrictions.

(5) ensure in the interests of health and safety that the ASP’s personnel, while on the Client’s premises for the purposes of this Agreement, are at all times accompanied by a member of the Client’s staff familiar with the Client’s premises and safety procedures.

5.  Proprietary rights and licence

The ASP owns and retains the copyright and all other rights and intellectual property rights in the software used to supply the Services, the Documentation and the Specification and they remain their property.

6.  Confidentiality

(1)All Confidential Information will be treated as such by the Parties and they may not divulge it to any person (except their own employees and then only those employees who need to know it) without the other party’s prior written consent.

(2)This Clause does not apply to

(i) information already legally in the possession of either party before the negotiations leading to this Agreement
(ii) which is or becomes public knowledge (except by a breach of this Clause)
(iii) which is trivial or obvious or
(iv) information which must be disclosed by law.

(3)Each party will make its employees aware of this Clause and make them comply with it. If the ASP appoints a sub-contractor then the ASP may disclose the Confidential Information to him provided he gives the Client an agreement substantially similar to this Clause. The ASP will be responsible for any breach of confidentiality in this Clause by the sub-contractor.

(4)These obligations of confidentiality will continue even after this Agreement terminates.

(5)The ASP will use reasonable practical security measures and procedures for the Client’s information and data and for preventing unauthorised access or use of it.

7. Data Protection

(1) The Client hereby notifies the ASP that his data contains personal data as defined in Section 1(1) of the Data Protection Act 1998 (“the Client’s Personal Data”). He warrants to the ASP that the Client’s Personal Data has been notified as required by that Act.

(2) The Client guarantees that:

(a) The Client’s Personal Data has been obtained and processed lawfully;
(b) The services he asks the ASP to give him under this Agreement will be entirely consistent and appropriate with the lawful purposes (“the Notified Purposes”) for which he gave notification about the Client’s Personal Data under the Data Protection Act;
(c) He has not disclosed the Client’s Personal Data prior to this Agreement in a way incompatible with the Notified Purposes and that he will not do so during the Agreement;
(d) The Client’s Personal Data is adequate, relevant and not excessive in relation to the Notified Purposes.
(e) The Client’s Personal Data is accurate and he shall keep it fully up to date at all times.

(3)The Client will indemnify the ASP against any loss or damage which he may sustain or incur as a result of any breach by him of this Clause.

(4) The ASP may need to process (such as for diagnostic or investigative purposes) the Clients personal data. The ASP warrants to the Client that if he does so he will observe all the relevant obligations under the Data Protection Act 1998 and will indemnify the Client against all breaches of that Act by the ASP in respect of the Client’s data.

10. Termination

(1) Regardless of anything else in this Agreement, this Agreement may be terminated:

(a) by the ASP on giving notice in writing to the Client if the Client fails to pay any sum due under these terms & conditions (unless the delay is because of the ASP's failures under this Agreement) and such sum remains unpaid for 14 days after written notice from the ASP requiring payment and referring to this Clause.
(b) by either party on giving notice in writing to the other if the other party is in material breach of any term of this Agreement (except for failure by the Client to make payments which will be dealt with by paragraph

(a) above) and (in the case of a breach of this Agreement which is capable of being remedied) having failed to remedy the breach within 30 days of receiving a written notice requiring him/her to do so.

(c) by either party on giving notice in writing to the other if the other party has a receiver or administrative receiver appointed or passes a resolution for winding-up (except for bona fide schemes of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect or if the other party becomes subject to an administration order or enters into any voluntary arrangement with its creditors or ceases or threatens to cease to carry on business.

(2) Any termination of this Agreement (however it arises) will not affect any accrued rights or liabilities of either party nor will it affect any provision of the Agreement which is intended to come into effect or continue in effect on or after such termination.

11. Assignment

Except where expressly allowed in this Agreement, neither party can assign or transfer this Agreement or any of its rights and obligations in whole or in part without the prior written consent of the other (such consent not to be unreasonably withheld or delayed).

12. Force majeure

Neither party will be liable for any delay in carrying out any of its obligations under the Agreement if the delay is caused by circumstances beyond the reasonable control of the party who is delaying and they shall be entitled to a reasonable extension of time for performing his obligations.

13.  Client’s warranty

The Client warrants to the ASP that he has not been induced to enter into this Agreement by any prior statements or warranties, whether written or oral, except those contained in this Agreement. The Client irrevocably and unconditionally waives any right he may have to claim damages for any misrepresentation or breach of warranty which is not contained in this Agreement (unless such misrepresentation or warranty was made fraudulently and was relied upon by the Client) and/or to terminate this Agreement.

14. Liability

(1) the ASP shall not be liable for any loss or damage sustained or incurred by the Client or any third party (including, but not limited to, any loss of or spoiling of the Client’s data) resulting from any defect or error in the Services or the Documentation.

(2) the ASP shall indemnify the Client and keep the Client fully and effectively indemnified on demand against any loss of or damage to any property caused by any negligent act or omission or wilful misconduct of the ASP his employees agents or sub-contractors.

(3) The Client shall indemnify the ASP and keep the ASP fully and effectively indemnified on demand against any loss of or damage to any property caused by any negligent act or omission or wilful misconduct of the Client his employees agents or sub-contractors.

(4) Except in respect of any liability which cannot be excluded by law the respective liability of the ASP and the Client under sub-clauses (1) (2) and (3) in respect of each event or series of connected events shall not exceed the insurance cover provided in respect of third parties by any third party liability insurance held by the ASP or the Client or £150,000 in the absence of such valid insurance.

(5) (a) Notwithstanding anything else contained in this Agreement the ASP shall not be liable to the

Client for loss of profits or contracts or other indirect or consequential loss whether arising

from negligence, breach of contract or howsoever.

(b) The ASP will not be responsible for:

(i)costs losses or lost profits caused by or related to missing damaged or inaccurate data or the need to repair recover replace or reconstruct such data.
(ii) costs losses or lost profits however these occur in the event of repairing replacing protecting enhancing or augmenting the Services for whatever reasons this may be done;
(iii)costs losses or lost profits however incurred as a result of time spent by directors managers or other employees, contractors consultants or any third party in relation to the Services for whatever reason.

(6) the ASP shall not be liable to the Client for any loss arising out of any failure by the Client to keep full and up-to-date and accurate security copies of the computer programs and data it uses in accordance with best computing practice.

15.  Waiver of remedies

No delay or indulgence by either party in enforcing this Agreement shall diminish or restrict the rights of that party to enforce it. nor shall any waiver of its rights operate as a waiver of any subsequent breach and no right, power or remedy herein conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative.

16. Entire agreement

This Agreement supersedes all prior agreements, arrangements and understandings between the parties and constitutes the entire agreement between the parties relating to the subject matter of the Agreement.

17. Notices

All notices shall be given as described in this clause in writing to the business address of the relevant party. Notice shall be deemed given;

(a) when hand delivered to any proper officer of either party
(b) when sent by an electronic method on correct receipt by a communications device and the communications device's identity is the last one provided to the sending party by the other party to this Agreement. Electronic methods in this Clause are limited to facsimile telex and email and shall exclude instant message SMS or any other method.
(c) on the fourth day after posting by ordinary mail or on the tenth day of posting by airmail.

18. Interpretation

In this agreement:

(1) reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted;

(2) any reference to a party to this Agreement includes a reference to his successors in title and permitted assigns;

(3) the headings to the Clauses are for ease of reference only and shall not affect the interpretation or construction of this Agreement.

19. Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English Courts.

20. Disputes

Any dispute which may arise between the parties concerning this Agreement shall be determined by the English Courts and the parties hereby submit to the exclusive jurisdiction of the English Courts for such purpose.

21. Severability

Notwithstanding that the whole or any part of any provision of this Agreement may prove to be illegal or unenforceable the other provisions of this Agreement and the remainder of the provision in question shall remain in full force and effect.

Third Parties

The parties confirm their intent not to confer any rights on any third parties by virtue of this Agreement and accordingly the Contracts (Rights of Third parties) Act 1999 shall not apply to this Agreement

Our vat number is: 750 2001 91

Contact information

Telephone: 01428 602862
Email: info@yview.co.uk
Website: www.yview.co.uk

Our address:

Yview, Stronsay, Tilford Road, Hindhead, Surrey, GU26 6UG

Yview is a trading company of RoK Businesses Ltd

Definitions

In this Agreement unless the context requires otherwise, the following expressions have the following meanings:

“the Commencement Date” means the date on which this Agreement shall become effective as specified below

“Confidential Information” means all information obtained by one party from the other because of this Agreement. It must be expressly marked as confidential or be of an obviously confidential nature or be confirmed in writing as confidential within 7 days of its disclosure

“the Charge” means the charges payable for the Services specified in the Schedule but which may be changed from time to time.

“the Services” means the services to be provided by the ASP.

“the Documentation” means the operating manuals, user instructions, on-line help material, technical literature and all other related materials supplied by the ASP to the Client for using the Service