Terms and Conditions
Website Terms and Conditions
Please read these Terms and Conditions carefully before using the following website http://www.vooware.com and the services operated and provided by Vooware.
If you browse and use this website, it will be deemed acceptance on your behalf of the following Terms and Conditions. The applicability of these Terms and Conditions will extend to any visitors, users, and any parties who have been granted access or use of the services.
Your access to, and use of the services are conditional upon your acceptance of, and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the services.
By accessing or using the voo:suite you agree to be bound by these Terms and Conditions. If you disagree with any part of the Terms and Conditions, we kindly ask you to immediately stop accessing or using voo:suite.
Terms and Conditions
It is understood that any reference to 'Vooware limited' or 'We', refers to the proprietor of the website, whose registered address is Frontell House, West Coker Hill, West Coker, Yeovil, Somerset BA22 9DG and with Company registration number 05773179.
Any reference to Vooware's Subscriber or End User refers to the customer, the party viewing and or using Vooware's website.
The Subscriber (you, yourself, the customer or End User of Vooware products) and the Supplier (us, our self or Vooware Ltd). Any mentions of either party will only ever refer to 'you' as the Subscriber and the End User, and Vooware as 'We or 'Us'.
All parties using or accessing this website will be subject to the following Terms and Conditions:
Note that all content displayed on this website is merely for general information and use and any such content, will be subject to amendments without the requirement to serve notice, unless required by law.
For all consideration provided vis a vis Vooware's services, Vooware, does not wish to provide any warranties or guarantees as to the accuracy, timeframe, performance, completeness or suitability of any data and materials displayed and or offered on this website for any specific purposes. All visitors and users acknowledge that any data or information may include inaccuracies, omissions and errors, and accept that Vooware shall not be held liable for any such inaccuracies, omissions and errors to the fullest extent permitted by law.
Note that the following Terms and Conditions shall form to be a legally binding contract between yourself and our self. The following Terms and Conditions together with other policies will form part of Vooware's Acceptable Use Policy. Any use, access, or continuous access and or use of the Services following a notification of the changes to the Terms and Conditions and of any other policies incorporated within, will be considered to be deemed acceptance of the Terms and Conditions.
You and the End User
Vooware is to enter into an agreement with you.
The Agreement is to define our obligation to provide the services to you subject to certain conditions being fulfilled.
You reserve the right to let an end-user make use of the services and provide access to such services initially rendered by us to you.
The rights are only granted to you, and they should not be considered granted to any subsidiary or holding company within your control.
Handling of Subscriber and End User data (also known as 'Customer data')
Any data or information submitted by you or the End-User prior to accessing or using the services could take the form of a message file or any other forms, which will fall within the remit of your sole responsibility. You are to have complete control and discretion over that Subscriber and End-User data.
You acknowledge that the provision of the services whether granted or denied to the End-User, could lead to Subscriber and End-User data being accessed, used, disclosed, modified or being deleted.
Inactivity of Account
Your data will be deleted following any inactivity on an account for a duration twelve (12) months, or when dealing with unpaid accounts whereby twelve (12) months have lapsed from the date of the payment made since its last usage.
Vooware's Contractual duties
Vooware shall render the Services in accordance with the Terms and Conditions.
Vooware shall perform its contractual duties under this Agreement and such performance shall be in accordance with the provisions of this Agreement.
Vooware shall provide you with information or advice in connection with the services and the provision thereof as you may, from time to time, reasonably require both before and during the provision of the services, subject to the requested provision of advice being within Vooware's expertise and restricted to the usage of the software.
Vooware shall use reasonable endeavours to keep you informed of any requirements (including, but not limited to, legislative requirements) applicable to the rendering of the services. To the extent necessary and appropriate, Vooware reserves the right to alter this agreement in any way.
Your Obligations
You shall provide us with such information in connection with the services and the provision thereof as Vooware may, from time to time, reasonably require both before and during the provision of the Services.
You shall perform your obligations under this agreement in a reasonable and timely manner in accordance with the provisions of this agreement.
You shall allow Vooware and its personnel, access to your physical and electronic files for the purpose of providing the services.
You shall use reasonable endeavours to keep Vooware informed of any special requirements (including but not limited to, legislative requirements) applicable to the rendering of the services.
You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the services and/or the modules, in the event of any such unauthorised access or use, promptly notify Vooware of it.
Representations and Disclaimer of Warranties
You represent and warrant that you have full power to enter into this agreement, to carry out your obligations under this agreement. You further represent and warrant that you are solely responsible for the conduct of your End-Users and their compliance with the Terms and Conditions of this agreement.
Except as expressly provided for herein, the services and all related components and information are provided on an 'as is' and 'as available basis' without any warranties of any kind, and Vooware, expressly disclaims any and all warranties, whether express or implied, including the implied warranties of merchantability, title, fitness for a particular purpose, and non- infringement. You acknowledge that Vooware does not warrant that the services will be uninterrupted, timely, secure, or error-free.
Limitation of Liability
Vooware excludes all liability for the following:
Providing information or notifications of any Subscriber/End-User policies, practices, or any setting impacting the processing of Subscriber and End-User data.
Obtaining or granting permission required for the lawful use of the Subscriber and End-User data, or the operations of the services by you and your End-User.
For any Subscriber and End-User data which is transmitted or processed, is lawfully undertaken.
Addressing, responding, and resolving any disagreements or even disputes amongst you and your End-User vis a vis the Subscriber and End-User data, the services or your responsibility to perform your obligations or your End-User's responsibility to perform its obligations.
Vooware will not be held liable for any errors or omissions in any information, instructions, or scripts provided to Vooware by you or your End-User in connection with the services, or any actions taken by Vooware at your or your End-User's direction.
Vooware makes no representations or warranties of any kind towards the End-User vis-a-vis the services rendered to you on an 'as is and available' basis.
Vooware will not and does not purport to provide any legal, taxation, or accountancy advice under the agreement or in relation to the Services or Modules and (except to the extent expressly provided otherwise), Vooware does not warrant or represent that the Services or Modules will not give rise to any civil or criminal legal liability on your part or on the part of any other person.
Indemnification of the Subscriber by Vooware (your exclusive remedy against us and our group companies as a consequence for a claim against you).
Vooware agrees to defend you from a claim against a subscriber which may consist of any third-party claims, suits, proceedings or any demand whereby, the use of the Services as per the Terms and Conditions, are said to infringe or misappropriate a third-party's intellectual property right. Vooware shall indemnify you for all reasonable attorney's fees incurred and damages, and other costs awarded to you in connection with, or as a result of being paid by you, under a settlement which has been approved by Vooware to be related with a claim against a subscriber.
Vooware will not defend you whereby the claim against the Subscriber arises from Subscriber and End-User data, products which do not derive or belong to Vooware and this also includes, any changes combination or development of the services as well as, the use of any application programming interface which is not performed by Vooware.
For the above indemnification to occur, you are to provide Vooware with a prompt written notice of any claim against you and allow Vooware the right to assume the exclusive defence and control as well as, cooperate with any reasonable request assisting Vooware's defence and settlement of the matter.
Vooware's and Vooware's Indemnified Parties' exclusive remedy against you as a consequence of any claim against you
The foregoing will also be applicable in the event that a claim is made against Vooware following a third-party claim, action, suit, proceedings and demands arising from or related to you or any of your End-Users' breach of the Terms and Conditions of the Agreement. In the above circumstances, you will defend Vooware and any of Vooware's current or future extended group companies falling within the remit of the 'Indemnified Parties or future Indemnified Parties'. This indemnity extends to reasonable attorney's fees incurred, damages, and other costs finally awarded against an Indemnified Party and is to be subject to you approving that it is related or is as a result of a claim being brought against Vooware.
In the defence or settlement of any claim, Vooware may procure the right for you and your End-User to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, Vooware, may terminate this Agreement upon Two (2) Business Days' notice without any additional liability, or obligation to pay liquidated damages, or other additional costs to you and your End-User.
In no event shall Vooware be liable to you or your End-User to the extent that the alleged infringement is based upon:
(a) a modification of the Services or Modules by anyone other than Vooware; or
(b) your use or your End-User's use of the Services or Modules in a manner contrary to the instructions given to you and your End-User by Vooware; or
(c) your use or your End-User's use of the Services or Modules after notice of the alleged or actual infringement from Vooware or any appropriate authority.
The foregoing states your sole and exclusive rights and remedies, including your End-User's, and Vooware's (including the Vooware's employees', agents', and sub-contractors) entire obligations and liability, for infringement of any patent, copyright, trademark, database right, or right of confidentiality.
Limitations on the above indemnities
Except for the indemnity provisions above, an Indemnified Party may at its own discretion select its own counsel subject to it paying for the costs of the appointment of such counsel; an indemnifying party may not solely enter into a settlement without the express written consent of the Indemnified Parties and such consent, is not to be unreasonably withheld whereby, the third party alleging the claim is a government agency, the settlement involves the Indemnified Party admitting to some information, the settlement does not include a full release of liability for the Indemnified Parties, or the settlement includes terms which does not include a full release of liability for the Indemnified Parties and the payment of money.
Application of the Terms and Conditions
End-User and you
These Term and Conditions will apply untilthe End-User's subscription with you expires or terminates;
You no longer provide the End-User with access to the Services;
Vooware no longer provides the End-User access to the Services through you;
All End-Users reserve the right to communicate their wish to terminate their subscription with you or close their accounts, even in the event of any disagreement arising from any changes to the Term and Conditions or the Acceptable Use Policy.
All End-Users must comply with Vooware's Acceptable Use Policy.
Any violation, breach of, or non-compliance with the contract, Terms and Conditions, the Acceptable Use Policy, and other policies which are most likely to be remedied by you by means of you taking the following measures; removal of Subscriber and End-User data or undertaking of other actions, will be at your sole discretion.
The above will have an exception whereby, you fail to take appropriate measures and hold the view that Vooware is exposed to a harmful risk and that such harmful risk also extends to the Services, the End-Users and any third parties in which case, Vooware reserves the right to be involved and to take the appropriate measures which also includes, disabling the End-User's account.
Vooware (including Vooware's current or future extended group companies), shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses however caused, even those caused by software downtime due to maintenance of fixes, bugs, glitches or viruses, or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement.
Vooware's total aggregate liability in contract (including in respect of the indemnity at tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement (including the indemnity shall be limited to the total Subscription Fees paid for the User Subscriptions during the Three (3) months immediately preceding the date on which the claim arose.
Unless the End-User is also a Subscriber, the End-User will not have any liability towards Vooware for breaching the Terms and Conditions. Vooware's Maximum Aggregated Liability for breaching the Terms and Conditions will equate to the total amount paid for the last Three (3) months preceding the last event giving rise to the liability. Vooware reserves the right to review and amend its Maximum Aggregated Liability and the exercise of such right, will be dependent on the contract price and determined on a case by case basis.
The foregoing shall not exonerate nor limit you from your payment obligations. Note that the foregoing will not apply to the extent that it is prohibited by the law and does not impose any limitation upon either Party's right to seek and obtain an equitable relief.
Fees, Payments
You shall pay the Fees to Vooware as consideration for the Services provided by Vooware in accordance with the Terms and Conditions.
All payment required to be made pursuant to this agreement by you shall be made on the day of your instructions, upon the Effective Date and following that, on the same day of each consecutive month, in Pounds Sterling, as agreed between Vooware and yourself in cleared funds to such bank as you may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as you are required to deduct or withhold by law.
Vooware shall use reasonable endeavours to provide you a notification reminder of the payment to be made on the same day of each consecutive month and such notification reminder, is to be provided within Ten (10) days of the payment due date.
Subscriptions and Fees
Vooware shall during the Subscription Term, provide the Services and make available the Modules to you upon and subject to the Terms and Conditions of this Agreement.
Vooware shall use reasonable commercial endeavours to make the services available Twenty-Four (24) hours a day, Seven (7) days a week, except for when any essential maintenance is to be carried out.
Vooware will as part of the services and at no additional cost to the Subscriber, provide you with its standard customer support services during Normal Business Hours, in accordance with its Support Services Policy in effect at the time that the services are provided. Vooware may amend the Support Services Policy at its sole and absolute discretion from time to time.
You shall, on the Effective Date, provide Vooware with valid, up-to-date and complete credit card details, complete direct debit instruction, or approved purchase order information acceptable to Vooware, and any other relevant valid, up-to-date and complete contact and billing details. The following criteria must be filled:
(a) if you provide your credit card details to Vooware, you hereby authorise Vooware to bill such credit card;
(i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
(ii) on each monthly anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;
(b) if you provide a direct debit instruction to Vooware, you hereby authorise Vooware to take payment via direct debit from the relevant account:
(i) on the Effective Date (or such later date as may be necessary in order to comply with the notice requirements of the direct debit scheme rules) for the Subscription Fees payable in respect of the Initial Subscription Term.
All amounts and fees stated or referred to in this Agreement:
(a) shall be payable in Pounds Sterling;
(b) are non-refundable;
(c) are inclusive of value added tax.
Vooware shall be entitled to increase the Subscription Fees at any time without serving prior notice. Any existing subscriptions will maintain its original pricing until the next Renewal Period, where Vooware will increase or decrease to meet the most current pricing. Vooware will always try to notify you in advance of any anticipated pricing changes and such notice, will be provided by e-mail.
Vooware reserves the right to amend its Services based upon its business related requirements to the extent that some products may not be worth selling, or be considered as no longer being appropriate for sale related reasons, or no longer be legally compliant with certain regulations, or the product ought to be upgraded. Whereby Vooware reserves the right to remove a module, all data related matters will be dealt with and any credit will be refunded to you where appropriate. Any such refunds, will be at the sole discretion of Vooware.
Terminating or Cancelling Subscriptions
This agreement shall unless otherwise terminated, commence on the Effective Date and shall continue for the Initial Subscription Term. Thereafter, this agreement shall be successive, unless you terminate the Subscription.
Vooware retains the right to cancel a Subscriber Subscription at any time, and will use its best endeavours to provide with One (1) month's notice.
You shall at no time share any credentials with a third- party. Whereby credentials are shared with a third-party, Vooware reserve the right to immediately suspend your account without the need to provide you with any notice. In the event that you wish or intend to share any credentials, you will be obliged to pay for a new user licence.
If you wish to cancel a subscription part way through the subscription month, you will not be entitled to a cash refund, you will only be entitled to receive a credit to your account. The value of such amount will be determined by Vooware based upon the amount of the subscription used during that subscription month. Any subscriptions cancelled before the Renewal Period, will not renew to the next calendar month and you will not be charged beyond this.
Confidentiality
Each party undertakes that except as provided below or as authorised in writing by the other party, it shall at all times during the continuance of this agreement and for an unlimited period after its termination:
Keep confidential all Confidential Information;
Not disclose any Confidential Information for any purpose other than as contemplated by and subject to the Terms and Conditions of this agreement;
Not to make any copies of, record in any way or part with possession of any Confidential Information other than as is required for normal working practices; and
Take all reasonable steps to ensure that none of its directors, officers, employees, agents, sub-contractors, or advisers do any act which, if done by that party, would be a breach of the provisions above.
Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
The Customer and the Subscriber acknowledge that details of the Services, the results of any performance tests of the services, constitute Vooware's Confidential Information.
Vooware acknowledges that the Subscriber and End-User data is the Confidential Information of the Subscriber's and the End-User's.
Either Party may:
Disclose any Confidential Information to:
Any governmental or regulatory body (or an employee, agent or officer of any governmental or regulatory body);
Any employee, agent, director, officer, committee members, auditors and professional advisers of a party or its affiliates, provided that the recipient is either subject to confidentiality restrictions (whether by contract or otherwise) in respect of that information, or it is informed of the confidentiality terms set out herein and agrees to be bound by them;
But in each case, only to such extent as is necessary for the purposes contemplated by this agreement (including, but not limited to, the provision of the services), or as required by law. In each case, that disclosing party shall use its best endeavours to inform the person, party or body in receipt of the Confidential Information that the information is confidential.
The provisions above shall continue in force in accordance with their terms notwithstanding, the termination of this agreement for any reason.
No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
Intellectual Property Rights
You acknowledge and agree that Vooware owns all intellectual property rights in the Services and Modules. Except as expressly stated herein, this agreement does not grant you any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Modules.
Vooware confirms that it has all the rights in relation to the Services and the Modules that are necessary to grant all the rights it purports to grant under, and in accordance with, the Terms and Conditions of this agreement.
Publicity
Vooware reserves the right use your company name and logo following your approval, for marketing and promotional purposes on its website and in other channels of communications with existing and potential customers. You will ensure to send Vooware your customary standard trademark usage guidelines.
Termination
Either party may terminate this agreement at any time.
Vooware may terminate this agreement by giving not less than One (1) month's notice in the following situations:
You commit any other breach under the Terms and Conditions of the agreement and, if the breach is capable of being remedied, fails to be remedied within Thirty (30) days after being given written notice with full particulars of the breach and requiring it to be remedied;
You, being a firm, have a bankruptcy order made against yourself or, if you are a company, following the dissolution or the passing of a resolution or the commencement of proceedings to wind up the company, or the appointment of a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver or administrator to manage the affairs of the company or in respect of any of its assets (except for a solvent reorganisation in such a manner that the company resulting therefrom effectively agrees to be bound by or assumes the obligations imposed on the other party under this agreement), or any other similar proceedings or appointments in any applicable jurisdiction;
You cease, or are threatened to carry on business; or
Your control is acquired by any person or connected persons not having control of yourself on the date of this agreement.
Vooware's right to terminate this agreement shall not prejudice any other of its rights or remedies in respect of the breach concerned (if any), or any other breach.
Post - Termination
Upon the termination of this agreement for any reason:
Any sum owed by you to Vooware under the Terms and Conditions of this agreement shall be become immediately due and payable;
Any of Vooware's rights and any of your obligations which Vooware is entitled to and which you are subject to before its termination, shall remain in full force and effect where they are expressly stated to survive such termination;
Each party shall return to the other party any material in which the ownership has not been transferred to that other party which has, for any reason, been provided for the purposes of this agreement; and
Each party shall (unless subject to a disclosure requirement by law), forthwith cease to use, either directly or indirectly, any Confidential Information, and shall forthwith return to the other party any documents in its possession or control which contain or record any Confidential Information.
Force Majeure
No party to this agreement shall be liable for any failure or delay in performing their obligations, where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to, power failure, Vooware's internet/systems' failure, errors in the system, bugs, glitches or viruses, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
No Waiver
No failure or delay by either party in exercising any of its rights under this agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
Costs
Subject to any provisions to the contrary, each party to this agreement shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying out into effect to this agreement.
Notices
All notices under this agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the party giving the notice.
Notices shall be deemed to have been duly given:
When sent, if transmitted by e-mail during our Normal Business Hours.
In each case, notice shall be addressed to the most recent email address notified to the other party.
Notices to Vooware, are to be sent to: help@vooware.co.uk
Privacy and Security Policy
Please see Vooware's Privacy Policy.
Material Change
The Subscriber shall promptly notify Vooware in writing of any events, circumstances, or occurrences which may materially and adversely affect its ability to perform in accordance with this agreement.
Vooware is to provide reasonable notice by e-mail or through its services. The most recent version of the Terms and Conditions can be found at www.vooware.com. Any material change to the Terms and Conditions will come into effect on the date of the notice. All other changes, will come into effect on the day of the change being published (displayed on the website).
Any use of the services after the effective date of any change(s), will constitute your acceptance of the Terms and Conditions.
Entire Agreement
These Terms and Conditions contain the entire agreement between the parties with respect to its subject matter and may at times be modified by Vooware.
Each party acknowledges that in entering into this agreement, it does not rely on any representations, warranties or other provisions except as expressly provided in this agreement, and all conditions, warranties or other terms implied by law are excluded to the fullest extent permitted by law.
Counterparts
This agreement may be entered into in any number of counterparts and by the parties to it on separate counterparts, each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.
Severance
In the event that one or more of the provisions of this agreement is found to be unlawful, invalid or otherwise unenforceable, those provision(s) shall be deemed severed from the remainder of this agreement. Unlawful provisions shall be considered as replaced by such valid provisions corresponding to the sense and purpose of the unlawful provisions. The remainder of this agreement shall be valid and enforceable.
Assignment
You shall at no time, without Vooware's prior written consent, assign, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under this agreement.
Vooware may at any time, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
No partnership or agency
Nothing in this agreement is intended to or shall operate to, create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name, on behalf of, or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Third party rights
This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
Governing law
This agreement and any dispute or claim arising out of or in connection with it, its subject matter, or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the law of England and Wales.
Jurisdiction
Each party irrevocably agrees that the Courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).