1.1 These General Terms and Conditions and an Order that refers to these General Terms and
Conditions together make one agreement between the parties (the "Agreement"). The
Agreement governs your access to and use of the Services. By signing an Order, you are
entering into and agree to be bound by the terms of the Agreement. Please read the Order
and these General Terms and Conditions carefully before entering into an Order and before
accessing or using the Services.
1.2 In these General Terms and Conditions, references to 鈥渨e鈥, 鈥渦s鈥 and 鈥渙ur鈥 are references to
the party identified as 'SUPPLIER' and references to 鈥測ou鈥 and 鈥測our鈥 are references to the
party identified as 'CUSTOMER', in each case as set out in the Order.
1.3 The person who signs the Order on your behalf confirms that such person has your authority
to enter into the Order on your behalf and in doing so will bind you to the terms of the
Agreement.
1.4 The Agreement applies to the exclusion of any other terms that you seek to impose or
incorporate, or which are implied by trade, custom, practice or course of dealing. The supply
of Services to you does not constitute acceptance of any of your terms and conditions
included on a purchase order or otherwise provided to us.
2.1 In this Agreement, the following words have the following meanings: 听
鈥Acceptable Use Policy
鈥the acceptable use policy as set out in the Trust Centre; 听
鈥Affiliate
鈥(a) to the extent this Agreement is governed by Condition 27.1, in relation to any company, that company and every Subsidiary or Holding Company of that company or a Subsidiary or Holding Company of any such Subsidiary or Holding Company at the date of this Agreement; or
(b) to the extent this Agreement is governed by Condition 27.2, with respect to any entity, any other entity that directly or indirectly Controls, is Controlled by, or is under common Control with such entity. For purposes of this definition, "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise, and shall include the direct or indirect ownership of more than fifty percent (50%) of the voting securities of such entity; 听
鈥Agreement
鈥has the meaning given in Condition 1.1; 听
鈥Business Day
鈥any day which is not a Saturday, a Sunday or a bank or public holiday in England (or, where you are established in the United States, Delaware); 听
鈥Client Content
鈥all material uploaded to the Service by you, including all documents, data and databases, and Personal Data; 听
鈥Confidential Information
鈥has the meaning given to it in Condition 14; 听
鈥CPI
鈥(a) to the extent this Agreement is governed by Condition 27.1, the United Kingdom consumer prices index (all items) as published by the Office for National Statistics (or by any government department or other body upon which duties in connection with such index devolve) or such other index as replaces such index; or
(b) to the extent this Agreement is governed by Condition 27.2, the Consumer Price Index for All Urban Consumers (CPI-U) as published by the United States Bureau of Labor Statistics (or any successor agency) or such other index as replaces such index; 听
鈥Customer Users
鈥your employees (or employees of your Affiliates as at the date of this Agreement) who are authorised by you to use the Services; 听
鈥Data Protection Legislation
鈥(a) to the extent this Agreement is governed by Condition 27.1, any laws and regulations of the UK relating to the processing of personal data including the Data Protection Act 2018 and the UK General Data Protection Regulation. The terms controller, processor, process, processed, processing and Personal Data shall have the meaning given to them in the Data Protection Legislation; or
(b) to the extent this Agreement is governed by Condition 27.2, any applicable laws and regulations relating to the processing of personal data including any applicable state privacy laws such as the Delaware Personal Data Privacy Act (effective January 1, 2025) and any other applicable federal or state privacy laws. The terms controller, processor, process, processed, processing and Personal Data shall have the meaning given to them under such applicable laws; 听
鈥Documentation
鈥our user guides, help and training materials, specifications and other documentation relating to the Services as available on the Trust Centre, and which may be updated, amended and/or replaced by us from time to time; 听
鈥DPA
鈥our data processing agreement as available on the Trust Centre as may be updated from time to time; 听
鈥Fee(s)
鈥the annual fee for the Tier as set out in the Order; 听
鈥Holding Company
鈥holding company as defined in Section 1159 of the Companies Act 2006; 听
鈥Initial Term
has the meaning given to it in Condition 12.1; 听
鈥IP Rights
any patent, trade mark, registered design or any application for registration of the same, or the right to apply for registration of the same, any copyright or related rights, database right, design rights, rights in trade, business or domain names, rights in trade dress, rights in inventions, rights in Confidential Information or know-how or any similar or equivalent rights in any part of the world; 听
鈥Order
鈥the order agreed between the parties setting out, amongst other things, details of the Services, Fee and any applicable Special Terms and which refers to these General Terms and Conditions; 听
鈥our
鈥has the meaning given in Condition 1.2; 听
鈥Personal Data
鈥has the meaning given to it in the Data Protection Legislation; 听
鈥Renewal Term
鈥a period of 12 (twelve) months commencing on expiry of the Initial Term or previous Renewal Term, as applicable;
听
Security Policy
鈥our standard security policies as available in the Trust Centre from time to time; 听
鈥Service Data
鈥any information, data and documents: (i) obtained from third parties and delivered as part of the Services such as legislative updates, guidance produced by regulators, publications and announcements by regulators, news of enforcement undertaken by regulators; (ii) generated by us based on such third-party materials; and (iii) otherwise created through your use of the Service including based on or derived from your Client Content; 听
鈥Service Levels
鈥our levels of performance of the Service as set out in the Trust Centre, as updated from time to time; 听
Services
he functionality and services delivered at the URL we provide to you (or such other URL as we may notify to you from time to time), including the delivery of and access to the Service Data, all as described in the Documentation; 听
鈥Services Commencement Date
鈥has the meaning given to it in the Order; 听
鈥Special Terms
鈥terms identified as such in the Order; 听
鈥Subsidiary
鈥(a) to the extent this Agreement is governed by Condition 27.1, subsidiary as defined in Section 1159 of the Companies Act 2006; or
(b) to the extent this Agreement is governed by Condition 27.2, subsidiary as defined under the applicable state corporate law; 听
鈥Termthe Initial Term and any Renewal Terms; 听
鈥Third Party Integration
鈥any integration, connection or interface between the Services and any third-party software, platform, application or system approved by us, including by means of any application programming interface; 听
鈥Third Party Users
鈥selected third parties who are granted limited access to the Services to perform tasks assigned to them by Customer Users; 听
鈥Tier
鈥the tier of access to the Services selected by you on the Order, which determines the number of Users, scope of functionality and parameters of use permitted for you and related support and maintenance, as described in the Trust Centre; 听
鈥Trust Centre
鈥our online trust centre available at trust.vixio.com where we make available information relating to the Services, as updated by us from time to time; 听
鈥us has the meaning given in Condition 1.2; 听
鈥Users Customer Users and Third Party Users; 听
鈥Virus any worms, trojan horses, viruses and other malicious software, things or devices which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device or adversely affect the user experience; 听
we
鈥has the meaning given in Condition 1.2; 听
鈥you
鈥has the meaning given in Condition 1.2; and 听
鈥your
鈥has the meaning given in Condition 1.2. 听
2.2 Words in the singular include the plural and, in the plural, include the singular.
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2.3 The headings shall not affect the interpretation of this Agreement.
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2.4 References to Conditions are references to the numbered provisions of this Agreement.
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2.5 Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the
exercise of it by a party is without prejudice to that party's other rights and remedies.
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2.6 Any phrase introduced by the word "including" shall be construed as illustrative and shall not
limit the generality of the related general words.
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2.7 A reference to a statute or statutory provision is a reference to it as it is in force for the time
being, taking account of any amendment, extension or re-enactment and includes any
subordinate legislation for the time being in force made under it.
2.8 In the event of any conflict or ambiguity between these General Terms and Conditions, the
Order and any Special Terms (as identified in the Order), the following order of precedence
shall apply (in descending order of priority):
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(a) firstly, the Special Terms;
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(b) secondly, these General Terms and Conditions; and
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(c) thirdly, the Order.
3.1. You shall ensure that:
(a) the number of Users does not exceed the maximum number as permitted by the
Tier;
(b) your usage, and usage by your Users, does not exceed any other limitations or
restrictions associated with the Tier; and
鈥
(c) your Users comply with the Acceptable Use Policy and other relevant provisions of
this Agreement and you shall be liable for any breach of this Agreement by your
Users or any third party using log-in details of your Users.
3.2 We may, without liability or prejudice to our other rights arising under this Agreement
otherwise, suspend or terminate any User's account if we reasonably believe that such User
is in breach of any relevant provision of this Agreement.
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3.3 You must ensure that Users keep their login details confidential and not share them with any
third party. You shall inform us immediately if you have any reason to believe that the login
details of any of your Users have become known to any individuals not authorised to use
them or if the Service is being used, or is likely to be used, in an unauthorised way.
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3.4 For the avoidance of doubt, your Customer Users must not be employed by any third party,
including any other Affiliate, without our prior written consent.
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3.5 After the date of this Agreement, where you acquire a new Affiliate or a new business which
becomes part of you (each an "Acquisition"), employees related to that Acquisition may not
be authorised as Users without our prior written consent, which may be subject to additional
Fees even if your usage of the Service would remain in the same Tier.
4.1. We grant you and your Users a non-exclusive, non-transferable right for the Term to access
and use the Services, with the functionality and level of access for the Tier in accordance
with the terms of this Agreement.
4.2 You shall not, and shall ensure that your Users shall not access, store, distribute or transmit:
(a) any Virus into, using or through the Services;
(b) any material using the Services that:
听听听听听听
听听听听听听听(i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically 听听听听听听听听听听听听offensive;
鈥
听听听听听(ii) facilitates illegal activity;
听听听听听听
听听听听听听(iii) depicts sexually explicit images;
听听听听听听(iv) promotes unlawful violence;
听听听听听听(v) is discriminatory based on race, gender, colour, religious belief, sexual
听听听听听听听听听听听orientation, disability; or
听听听听听听(vi) is otherwise illegal or causes damage or injury to any person or property,
听
and we reserve the right, without liability or prejudice to our other rights arising under this
Agreement or otherwise, to disable your access to the Services if you breach this Condition.
4.3 When you use the Services, you shall comply (and shall ensure that your Users comply) with
all applicable laws and you agree not to (and shall ensure that your Users do not):
鈥
(a) try to gain unauthorised access to the Services or any networks, servers or computer
systems connected to the Service;
(b) except to the extent permitted by any applicable law which cannot be waived by
agreement of the parties, attempt to reverse compile, disassemble, reverse engineer
or otherwise reduce to human-perceivable form all or any part of the Services;
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(c) except for any Third Party User, allow any employee of a third party (including any of
your group companies) to access the Services;
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(d) except to send Service Data to third parties other than as set out in Condition 6,
copy, download, scrape, store, publish, transmit, transfer, distribute, broadcast,
circulate, sublicense, bundle with other products, sell or otherwise use any portion of
the Services or any Service Data; and/or
鈥
(e) use or access the Services to build or support, and/or assist a third party in building
or supporting, products or services which compete with the Service.
4.4 We may at our sole discretion, offer telephone or video training to assist your Users' use of
the Services.
4.5 You shall co-operate with any reasonable security or other checks or requests for
information made by us from time to time. In addition, we are entitled to conduct an audit of
your use of the Services provided that:
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(a) we provide at least 30 (thirty) days' prior written notice of such audit;
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(b) such audit is conducted within normal business operating hours, using reasonable
endeavours to minimise disruption to your business; and
鈥
(c) we carry out an audit no more than once in any 12 (twelve) month period, except
where required otherwise by applicable law, a regulator or if we reasonably believe
you are in breach of this Agreement.
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Any such audit shall be conducted at our expense.
4.6 If any such audit reveals:
鈥
(a) that any password has been provided to an individual who is not a User; and/or
鈥
(b) that you have underpaid the Fee for the Services;
鈥
then we may, without prejudice to any other rights or remedies, suspend your access to the
Service without any liability and/or require payment by you of an amount equal to any
underpayment and, in our sole discretion, an amount equal to the benefit received by the
individual who is not a User.
4.7 We will use reasonable endeavours to provide the Services to meet the Service Levels.
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5.1 The Services permit Third Party Integration. The availability, scope and number of Third
Party Integrations made available to you depends on the Tier.o is not a User.
5.2 We shall be responsible for:
鈥
(a) authorising the third party system with which the Services will be integrated as a
Third Party Integration;
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(b) implementing the Third Party Integration within the Services; and
鈥
(c) testing the data flowing through the Third Party Integration to and from the Service.
5.3 You shall be responsible for all matters relating to the configuration, operation, security,
maintenance and use of the relevant third-party software, platform, application or system
(including obtaining and maintaining any necessary licences, consents, authorisations and
connectivity), unless expressly agreed otherwise in the Special Terms. In order to use the
Third Party Integration, you must comply with the technical specification and requirements
for integrations and APIs as set out in the Trust Centre. We shall have no liability for any
failure, delay, error, loss or damage to the extent arising from or attributable to any third-
party software, platform, application or system, or from your acts or omissions in connection
with a Third Party Integration.
6.1 You may use the Service Data for your internal business purposes only and you may
authorise your Customer Users to share Service Data with a Third Party User on an
individual basis only for your internal business purposes. You agree that you and your
Customer Users shall use the Service Data reasonably and proportionately. For the
avoidance of doubt, widespread sharing with Third Party Users (for example on an intranet
or through group email addresses) is not deemed reasonable or proportionate use of the
Service Data and is not permitted, unless agreed otherwise between the parties. You shall
procure that a Third Party User shall only use such Service Data in order to provide services
to you and in accordance with Condition 6.2.
6.2 You may not:
鈥
(a) download and/or store all or any Service Data in anything other than its original form
and for any reason other than as permitted in this Agreement;
鈥
(b) create a database or any other collection or record, whether in electronic or hard
copy, by systematically downloading and storing any or all of the Service Data,
including taking bulk exports of Service Data for future reference;
鈥
(c) create derivative works based on the Service Data;
鈥
(d) use the Service Data for any unlawful purpose;
鈥
(e) except as permitted under Condition 6.1, sub-license, rent, lease, give access to,
transfer or assign any rights in the Service Data, to any other person, or attempt to
do so;
鈥
(f) alter or remove any copyright notices or other notices indicating the proprietary
ownership of any Service Data;
鈥
(g) use the Service Data to develop, offer for sale and/or sell any products or services
which compete with the Services;
鈥
(h) input all or part of the Service Data into any public large language model, machine
learning model, foundation model, generative artificial intelligence system, or any
other process commonly referred to as artificial intelligence for any purposes
including developing, improving, training, testing or supporting such models or
systems to generate any data or content or to synthesise or combine with any other
data or content; and/or
鈥
(i) use the Service Data in any way that is contrary to any applicable law.
7.1. 听You warrant and represent that the Client Content will not:
鈥
(a) breach the provisions of any law, statute or regulation including any data protection
laws and/or regulations;
(b) infringe the IP Rights or other legal rights of any person;
鈥
(c) be provided in breach of any legal duty owed to a third party, such as a contractual
duty or a duty of confidence;
鈥
(d) be deliberately or knowingly false, inaccurate or misleading; and/or
鈥
(e) give rise to any cause of action against us.
7.2 We are not responsible and accept no liability for Client Content. We do not actively monitor
any Client Content, but you agree that at any time we shall be entitled to delete any Client
Content that we reasonably believe is in breach of Condition 7.1.
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7.3 You agree that the Services and the Service Data are based on and reflect the information in
the Client Content and we shall have no liability for any errors or omissions in the Service
Data based on the Client Content.
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7.4 In the event of any loss or damage to Client Content, your sole and exclusive remedy shall
be for us to use reasonable commercial endeavours to restore the lost or damaged Client
Content from the latest back-up of such Client Content maintained by us. You acknowledge
and agree that this process will overwrite the Client Content stored on the Services prior to
the restoration. You agree to maintain your own up-to-date copies of the Client Content.
鈥
7.5 We may use Client Content and any data that we learn, acquire or generate in connection
with our provision of the Services for our internal business purposes, including improving,
reviewing and analysing the Services, provided that the same is anonymised and
aggregated such that it does not identify you, any individual or any parts of the original Client
Content.
8.1 Our Services use artificial intelligence and machine learning ("AI Functionality") to process
Client Content and third-party materials and generate outputs. You exclusively own all right,
title, and interest, including intellectual property rights, in Client Content and the outputs
which you generate using AI Functionality.
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8.2 We shall take reasonable steps to monitor, test, and evaluate the AI Functionality, including
periodic human reviews and controlling materials to which the AI Functionality can refer, to
help reduce material errors, bias, and hallucinations in outputs.
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8.3 Notwithstanding the foregoing, outputs may contain inaccuracies, omissions or biases. We
do not warrant that outputs will be accurate, complete, or error-free and we shall not be liable
for any loss or claims arising in connection with this Agreement to the extent that any such
loss or claim arises from or is connected to your use of any output generated by the AI
Functionality. You are responsible for reviewing all output from AI Functionality, including for
accuracy, appropriateness for a particular use, fitness for your intended purpose and to
ensure your compliance with legal and regulatory requirements. All use of the output is at
your own risk.
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8.4 We may generate and use aggregated and de-identified data derived from your use of the AI
Functionality for the purposes of operating, improving and developing the Service, provided
that such use does not identify you or any specific person and does not include Client
Content in a form that could be reverse engineered to identify you or any specific person. For
the avoidance of doubt, we shall not use your Client Content to train, fine-tune, or otherwise
improve any large language models.
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8.5 We may use third-party AI model providers and other subprocessors to support the AI
Functionality. We shall ensure that any such third party is bound by written obligations that
are no less protective of Client Content than those set out in this Agreement, including
prohibitions on using Client Content for training, fine-tuning, or model improvement.
9.1 We shall establish, implement and maintain appropriate technical and organisational
measures designed to protect the security of the Services, Client Content and Service Data,
in accordance with the Security Policy and applicable law.
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9.2 We shall at all times comply with the Security Policy in connection with our performance of
the Services.
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9.3 We warrant that we are ISO 27001 certified and we shall maintain such certification
throughout the Term. We will make available a copy of our current ISO 27001 certification
from time to time in the Trust Centre.
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9.4 At least once in every 12 (twelve) month period, we shall engage an independent, qualified
third-party assessor to audit our security measures against the Security Policy and ISO
27001 certification. We will make available a copy of the independent third-party auditor's
executive summary or equivalent attestation of results (redacted as reasonably necessary to
protect sensitive information and for security) in the Trust Centre.
10.1 We may from time to time:
鈥
(a) modify, add to, enhance, remove or deprecate any content or features from the
Services and Documentation for any reason, upon at least 3 (three) month's prior
written notice provided that no such change will have a material detrimental impact
on performance, functionality or security of the Services and will not require you to
purchase a higher Tier to access the same functionality; and/or
鈥
(b) update, amend or replace the contents of the Trust Centre. Where any such update,
amendment or replacement constitutes a material change to the Trust Centre
(including any material change to the Service Levels, the Acceptable Use Policy, the
Security Policy), we shall give you not less than 30 (thirty) days' prior written notice
by email of such change before it takes effect, save where the change is required in
order to comply with applicable law or to address a security vulnerability, in which
case we shall provide such notice as is reasonably practicable in the circumstances.
11.1 The Fees are exclusive of taxes. You shall pay us the Fee and applicable taxes annually in
advance unless otherwise agreed in the Special Terms. You will pay our invoices within 30
(thirty) days of receipt of an invoice.
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11.2 If the Fee is not received in full and cleared funds within 5 (five) Business Days after the due
date then until payment is made in full, and without prejudice to any other rights and
remedies available to us, we may:
(a) not begin or otherwise suspend your access to the Services; and/or
鈥
(b) charge interest on any unpaid amounts at the rate of:
鈥
听听听听听听听(i) if this Agreement is governed by Condition 27.1, 5% above the Bank of
听听听听听听听听听听听听England base rate from time to time; or
鈥
听听听听听听听(ii) if this Agreement is governed by Condition 27.2, 1% per annum over the
听听听听听听听听听听听听听prime rate as published in The Wall Street Journal from time to time, or the
听听听听听听听听听听听听听maximum rate permitted by Delaware law, whichever is lower.
11.3 We may use third-party payment handlers to process your payment.
11.4 At the start of each Renewal Term, unless the parties have agreed to a revised proposal
pursuant to Condition 12.1, the Fee shall automatically increase by an amount equal to the
annual percentage increase in the Consumer Price Index (CPI) over the preceding 12-month
period plus 3%.
12.1 This Agreement commences on the Services Commencement Date for an initial period of 12 (twelve)
months (鈥淚nitial Term鈥) and automatically renews for successive 12 (twelve)-month periods (each a
鈥淩enewal Term鈥), unless either party gives at least 60 (sixty) days鈥 prior written notice to terminate
before the end of the current Term. If we issue written notice of revised products, services, or pricing
prior to the 60-day notice deadline, Condition 11.4 shall not apply to that renewal cycle, and the
Agreement will expire at the end of the current Term unless the parties agree in writing to revised terms
prior to expiry.
12.2 Without prejudice to any other rights or remedies which may be available to it, either party
shall be entitled to give notice in writing to the other party terminating this Agreement with
immediate effect if:
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(a) the other party commits any material breach of this Agreement and if such breach is
capable of remedy, fails to remedy that breach within 30 (thirty) days of being
notified of the breach;
鈥
(b) the other party is unable to pay its debts as they fall due, or becomes subject to any
insolvency, bankruptcy, compulsory or voluntary liquidation, administration,
receivership or has an administrative receiver appointed over all or any part of its
assets or arrangement with creditors or takes or suffers any similar action in
consequence of debt or proceedings under the laws of any jurisdiction (except where
any action occurs for the purposes of reconstruction or amalgamation whilst solvent);
or
鈥
(c) to the extent this Agreement is governed by Condition 27.2, the other party has a
receiver, trustee, liquidator, or similar official appointed for it or any substantial part
of its property under Title 11 of the United States Code or any state insolvency law.
12.3 We may suspend or terminate this Agreement at any time if:
鈥
(a) we reasonably believe that there has been fraudulent use, misuse or abuse of
features and functionalities of any of the Services (in whole or in part);
鈥
(b) you have failed to pay undisputed Fees for a period of 30 (thirty) days beyond the
due date for payment.
12.4 Upon termination of the Agreement, you may no longer use the Services. Upon your written
request received by us within 10 (ten) days of termination of the Agreement, we will deliver
to you the Client Content and/or any data that you have generated through your use of the
Services which is derived from the Client Content in a commonly available, machine-
readable format at no additional charge to you. If no request is received within such 10 (ten)
day period, we may delete the Client Content.
12.5 If we terminate the Agreement under Condition 12.2 or Condition 12.3, we will not refund any
part of the Fee paid.
13.1. All IP Rights in the Services and the Service Data are owned by us or our licensors.
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13.2 You and/or your licensors shall remain the owner of all IP Rights in the Client Content. You
grant to us, free of charge, a royalty-free, worldwide, non-exclusive licence to use the Client
Content only to such extent as is necessary to enable us to provide the Services, to perform
our obligations under this Agreement and as permitted by Conditions 7.5 and 8.4, togetherwith the right to grant sublicences under this Condition 13.2 to our suppliers who host, store
or otherwise need to use Client Content in order to provide the Services.
13.3 You grant to us the right and licence to use your name and any associated logo in any and
all promotional and marketing materials, including online materials.
13.4 You shall promptly notify us of any claim, notification or allegation that you receive that your
use of the Service Data, and/or the Services infringes the IP Rights of any third party (a
"Services Claim"). You shall:
(a) not make any admission of liability, agreement, settlement or compromise in relation
to a Services Claim without our prior written consent;
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(b) give to us and our professional advisers all reasonable assistance as may be
required in relation to a Services Claim;
鈥
(c) at our request, give us the exclusive control and right to defend a Services Claim and
make settlements in relation to a Services Claim; and
鈥
(d) mitigate your losses in relation to a Services Claim, including where requested to do
so by stopping using the Services.
13.5 On receipt of a notice under Condition 13.4 and subject to Condition 13.4, we shall defend or
settle the Services Claim and pay any settlements agreed by us and entered into with such
third party or any final judgments awarded in respect of such Services Claim. In addition, we
may, at our sole expense, either procure for you the right to continue accessing and using
the Services or modify or replace the infringing part of the Services to avoid the infringement.
If we are unable to modify or replace the infringing part of the Services or obtain the
necessary rights for you to continue to use the Service, we may terminate this Agreement
with immediate effect and we will refund pro-rata any Fees pre-paid for Services not
delivered at the point of termination.
13.6 For the avoidance of doubt, Conditions 13.4 and 13.5 do not apply to the Client Content
and/or the Service Data to the extent based on the Client Content.
13.7 We shall promptly notify you of any claim, notification or allegation that we receive that our
use of the Client Content arises from a breach by you of Condition 7.1 (a "Client Content
Claim"). We shall:
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(a) not make any admission of liability, agreement, settlement or compromise in relation
to a Client Content Claim without your prior written consent;
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(b) give you and your professional advisers all reasonable assistance as may be
required in relation to a Client Content Claim;
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(c) at your request, give you the exclusive control and right to defend a Client Content
Claim and make settlements in relation to a Client Content Claim; and
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(d) mitigate our losses in relation to a Client Content Claim, including where requested
to do so by stopping using the Client Content.
13.8 On receipt of a notice under Condition 13.7 and subject to Condition 13.7, you shall defend
or settle the Client Content Claim and pay any final judgments awarded or settlements
entered into with such third party. In addition, you may, at your sole expense, either procure
for us the right to continue accessing and using the Client Content or modify or replace the
infringing part of the Client Content to avoid the infringement.
14.1 Confidential Information shall mean all information that is either marked as confidential or
which is manifestly, by its nature, confidential, and, in each case, whether or not such
information is written or oral and regardless of the medium in which it is stored and in all
cases, which relates to the business, products, financial and management affairs, clients,
employees or authorised agents, plans, proposals, strategies or trade secrets disclosed by
one party ("Disclosing Party") to the other party ("Receiving Party"). We acknowledge that the Client Content is your Confidential Information.
14.2 The Receiving Party shall not, and shall ensure that its employees shall not, use copy or
disclose any of the Confidential Information of the Disclosing Party except to carry out its
obligations and exercise its rights under this Agreement.
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14.3 The Receiving Party shall only disclose the Disclosing Party's Confidential Information to
those of its employees to the extent that they need to know the same in order to carry out its
obligations under this Agreement and where those employees are bound by written
obligations of confidentiality and non-use and such obligations apply to the Confidential
Information disclosed to them.
14.4 The provisions of Conditions 14.1, 14.2 and 14.3 shall not apply to any Confidential
Information which:
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(a) is or becomes generally available to the public other than as a result of any act or
omission of the Receiving Party;
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(b) is already in or comes into the possession of the Receiving Party from a person
lawfully in possession of the information and owing no obligation of confidentiality to
the Disclosing Party in respect of the information;
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(c) is disclosed by the Receiving Party to its professional advisers or to suppliers who
need to know such Confidential Information in order to provide services to the
Receiving Party, provided that such professional advisers or suppliers are bound by
written obligations of confidentiality no less onerous than those contained in this
Condition 14; or
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(d) is required to be disclosed by any applicable law, court, government or
administrative authority competent to require disclosure.
15.1 The parties shall both comply at all times with the Data Protection Legislation and shall not
do anything (or fail to do anything) to cause the other party to breach any of its obligations
under the Data Protection Legislation. Each party shall promptly notify the other party if it
becomes aware of any breach of the Data Protection Legislation by it in connection with the
Service.
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15.2 In the course of providing the Services, we will collect and process Personal Data relating to
the Users in order that they can access the Services. In doing so, we are the controller of
that Personal Data and will process it in accordance with our Privacy Policy which can be
found at www.vixio.com/privacy-policy.
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15.3 If your Client Content includes Personal Data of other individuals, we are the processor of
the Personal Data and you are the controller of the Personal Data. We will each comply with
the DPA in respect of such Personal Data.
16.1 Each party warrants to the other that:
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(a) it has full power and has taken all necessary corporate action to enable it effectively
to enter into and perform its obligations under this Agreement; and
(b) this Agreement creates valid, binding and enforceable rights and obligations
between the parties.
16.2 We warrant that:
(a) the Services shall perform substantially in accordance with the Documentation;
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(b) we will provide the Services with reasonable skill and care and in accordance with
good industry practice to prevent the introduction of Viruses;
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(c) to the extent this Agreement is governed by Condition 27.1, we comply with all laws
of England and Wales that are applicable to us and the Services and to the extent
this Agreement is governed by Condition 27.2, we comply with all Delaware and
federal laws applicable to us and the Services; and
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(d) we have and will maintain all necessary licences, consents, and permissions
necessary for the performance of our obligations under this Agreement.
16.3 The warranty at Condition 16.2(a) shall not apply to the extent of any non-conformance
which is caused by use of the Services contrary to this Agreement, our instructions, or
modification or alteration of the Services by any party other than us or our duly authorised
third parties.
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16.4 If the Services do not conform with the warranties under Condition 16.2(a), you must notify
us in writing of the non-conformance and we will, at our expense, use all reasonable
endeavours to correct any such non-conformance promptly. Such correction or substitution
constitutes your sole and exclusive remedy for any breach of the warranties set out in
Condition 16.2(a).
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16.5 We use reasonable commercial endeavours to ensure that all Service Data is accurate and
up-to-date.
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16.6 The Service Data is not intended to be relied on as a definitive or complete statement of the
law nor intended to constitute legal or expert advice or recommendations on which you
should rely. It is your sole responsibility to ensure that the Services and Service Data meet
the needs of your business and Users and we disclaim all liability and responsibility arising
from any reliance placed on the Services or Service Data by you, your Users or any third
party with whom you share Service Data.
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16.7 If you access the Services from outside the United Kingdom, we make no warranty, express
or implied, that the Services and/or the Service Data are permitted under any applicable laws
or regulations that apply to such jurisdiction. You are therefore advised to satisfy yourself
that you are lawfully able to subscribe to and use the Services in the jurisdiction in which
such use is taking place, and we accept no liability for your failure to do so.
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16.8 Except as set out in this Agreement, all warranties, representations, guarantees, conditions
and terms, including any implied terms relating to satisfactory quality or fitness for any
purpose, whether express or implied by statute, common law, trade usage or otherwise, and
whether written or oral, are expressly excluded to the fullest extent permissible by law.
17.1 17.1 Nothing in this Agreement excludes or limits a party's liability for:
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(a) death or personal injury caused by negligence;
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(b) fraud or fraudulent misrepresentation; and/or
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(c) any other loss that cannot lawfully be excluded or limited.
17.2 Subject to Condition 17.1, neither party shall be liable for the following types of losses arising
from or in connection with a breach of this Agreement, and whether caused by tort (including
negligence), breach of contract or otherwise:
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(a) indirect, special or consequential losses;
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(b) loss of profits, income or revenue;
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(c) loss of anticipated savings;
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(d) loss of business or business interruption;
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(e) loss of opportunity;
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(f) loss of goodwill and/or reputation;
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(g) loss or corruption of data;
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(h) loss of contract; or
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(i) loss of management time.
The parties agree that the provisions of this Condition 17.2 are severable.
17.3 Subject to Conditions 17.1 and 17.2, nothing in this Agreement excludes or limits:
(a) either party's liability for a breach of Condition 14 (Confidential Information);
(b) our liability in respect of our indemnity obligations under Condition 13.5 (regarding
Services Claims);
(c) your liability in respect of your indemnity obligations under Condition 13.8 (regarding
Client Content claims);
(d) your liability arising in respect of any use of the Services or Service Data that is in
breach of Condition 3, Condition 4, Condition 6 and/or the Acceptable Use Policy.
17.4 Subject to Condition 17.1, Condition 17.2 and Condition 17.3, each party's total liability to the
other for all claims relating to or arising in connection with this Agreement, whether in
contract, negligence or otherwise, shall be limited to an amount equal to the Fee paid and
payable in the 12 (twelve) months preceding the date on which the first of any such claims
arose.
18.1 For the purposes of this Condition 18, an Event of Force Majeure means any event beyond
the reasonable control of either party, including war, invasion, armed conflict, terrorism,
strike, lock-out, labour dispute, failure of suppliers or subcontractors, riot, civil commotion,
accident, act of God, fire, flood and storm.
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18.2 Subject to Condition 18.4, if a party is prevented from, hindered from or delayed in
performing any of its obligations under this Agreement by an Event of Force Majeure, such
party's obligations under this Agreement are suspended without liability while the Event of
Force Majeure continues, but solely to the extent that such party is so prevented, hindered or
delayed.
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18.3 If performance of any obligation under this Agreement is prevented, hindered, or delayed
due to an Event of Force Majeure for a period of 30 (thirty) days or more, either party shall
be entitled to terminate this Agreement on written notice to the other party.
18.4 The provisions of this Condition 18 shall not be relied on in relation to the inability to pay any
Fees due under this Agreement.
19.1 We may from time to time send notices to you by email. Such notices may relate to matters
including, but not limited to, changes to these General Terms and Conditions (including
updates published on our website in accordance with Condition 25.1), changes to the
Agreement and increases to our Fees.
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19.2 To send a notice to us, please email us at info@VIXIO.com or write to us at VIXIO, St Clare
House, 30 Minories, London EC3N 1DD.
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19.3 Notices sent by email within working hours on a Business Day shall be deemed received on
the date of sending. Notices sent by email outside of working hours on a Business Day or
on a day that is not a Business Day shall be deemed received on the next Business Day.
Notices sent by post shall be deemed received 2 (two) Business Days after posting if posted
within the United Kingdom, and 5 (five) Business Days after posting if posted outside the
United Kingdom.
This Agreement is between the parties. It is not intended to benefit any other person or third
party in any way and no such person or party will be entitled to enforce any provision of this
Agreement.
20.1 We may subcontract, assign or transfer our obligations and/or rights under this Agreement to
a third party.
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20.2 You may not sub-license, assign or transfer your obligations or rights under this Agreement
without our express prior written consent.
If any of the provisions of this Agreement are found to be unlawful,
invalid or otherwise unenforceable by any court or other authority, such provisions shall be
deemed severed from the remainder of this Agreement. The remainder of this Agreement
shall be valid and enforceable.
23.1 This Agreement contains the entire agreement between the parties in relation to its subject
matter and supersedes any prior arrangement, understanding or agreements (whether
written or oral) between the parties in relation to such subject matter.
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23.2 The parties acknowledge that this Agreement has not been entered into wholly or partly in
reliance on, nor has either party been given, any warranty, statement, promise or
representation by the other or on its behalf other than as expressly set out in this Agreement.
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23.3 Each party agrees that the only rights and remedies available to it arising out of or in
connection with any warranties, statements, promises or representations will be for breach of
contract and each party irrevocably and unconditionally waives any right it may have to any
claims, rights or remedies (including any right to rescind this Agreement) which it might
otherwise have had in relation to them.
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23.4 Nothing in this Condition 23 will exclude any liability in respect of misrepresentations made
fraudulently.
No failure or delay by a party in exercising any of its rights under this Agreement means that
it has waived that right, and no waiver by a party of a breach of any provision of this
Agreement means that it will waive any subsequent breach of the same or any other
provision.
25.1 We may update these General Terms and Conditions from time to time. We shall give you
not less than 30 (thirty) days鈥 prior written notice of any material update. Any such update
shall take effect at the start of the next Renewal Term following expiry of the notice period. If
you do not agree to a material update, you may terminate this Agreement by giving no less
than 15 (fifteen) days' prior written notice to us before the updated version takes effect, and
Condition 12.4 shall apply to such termination.
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25.2 Each version of these General Terms and Conditions that we publish shall bear a date. The
version of these General Terms and Conditions in effect on the date of the Order shall apply
to that Order throughout the Initial Term and any Renewal Term, unless updated in
accordance with Condition 25.1.
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25.3 Save as stated in Condition 25.1, no variation of the Agreement shall be effective unless it is
in writing and signed by or on behalf of each party.
26.1 If a dispute arises between the parties under this Agreement, then within 5 (five) Business
Days of the dispute arising, the dispute shall be escalated by each of the parties to a
director. If the directors are unable to resolve the dispute within 10 (ten) Business Days,
then the parties shall be entitled to pursue legal action.
27.1 Subject to Condition 26.2, this Agreement shall be governed by and construed in accordance
with the laws of England and Wales. The parties agree that any dispute arising from this
Agreement (whether in contract, tort including negligence or otherwise) will be subject to the
exclusive jurisdiction of the courts of England and Wales.
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27.2 If you are established in the United States, this Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without regard to its conflict
of laws principles. The parties agree that any dispute arising from this Agreement (whether
in contract, tort including negligence or otherwise) will be subject to the exclusive jurisdiction
of the state and federal courts located in the State of Delaware.
