Terms & Conditions
The ClearMeet service ("the Service") is made available to you by Freedom 255 part of Solutions Inc ("we, us, our"). By logging onto the Service and using it, you, the client ("you, your"), will be bound by our Privacy Policy and agree to the following terms and conditions for use of the Service:
Our responsibilities
Service
We will use all reasonable endeavours to provide the Service to you (in accordance with the Service description http://www.clearmeet.com) at all relevant times. However, due to the nature of internet based services, we cannot guarantee availability at all times.
At times we may have to modify, suspend or discontinue the Service or any part of it. We will use reasonable endeavours to give you reasonable notice of any such modification, suspension or discontinuance.
Your responsibilities
Software and Service
The Service is powered by the Marratech software ("the Software").
You may only use the Software as part of the Service.
You may only access the Software via the Service for your own purposes and shall not access the Software or Service for or on behalf of a third party or allow any other person to access the Software or Service or disclose the Software to any person in any way whatsoever. You are not entitled to modify or enhance the Software or use the source code of the Software.
Save to the extent set out in this Agreement or as may otherwise be permitted by law, you are strictly forbidden from using the Software in any other circumstances, and without limitation, shall not sub-contract, sub-licence or resell the Services or the Software.
Specific undertakings
You shall:
not obtain or attempt to obtain access to or interfere with any programs or data of Ours or of any other client of Ours via the Services;
only use the Service for lawful purposes;
ensure that your data as used and stored on the Service will not contain anything which infringes third party rights, is libellous, indecent, offensive, obscene, discriminatory or defamatory;
ensure that when using voice communications via the Service, you do not use language that is libellous, indecent, offensive, obscene, discriminatory or defamatory;
indemnify us against all claims and proceedings and all liability, loss, costs and expenses incurred in connection therewith made or brought by any person in respect of any loss damage or distress caused to that person by your breach of the provisions of this clause.
Loss of data
You are responsible for all risks of loss of or damage to your data except for loss or damage directly caused by our negligence.
Data protection
To the extent that you are processing individual's data ("Personal Data") via the Service, you must ensure that you comply with the Data Protection Act 1998 ("the Act") in so doing.
You must protect such of your data as constitutes Personal Data in accordance with the provisions and principles of the Act.
You must indemnify us against all claims and proceedings and all liability, loss, costs and expenses incurred in connection therewith made or brought by any person in respect of any loss damage or distress caused to that person by breach of the provisions of this clause or the Act by you, your staff or agents.
Charges and payments
You will pay the charges for the Service ("the Service Charges") by credit/debit card or paperless Direct Debit.
The tariffs for Service Charges are detailed at http://www.clearmeet.com/tariff. We reserve the right to amend the tariffs from time to time.
You will pay amounts equal to any VAT resulting from this Agreement on receipt of our invoice.
Term and termination
Your registration for the Service and the provision of your payment details constitutes an offer from you to purchase the Service. Our confirmation to you that you have been set up on the Service and issued with a login and password is our acceptance of your offer.
This Agreement shall take effect when we confirm that you have been set up on the Service and issued with a login and password and, subject to earlier termination in accordance with this clause, shall continue whilst you are paying the Service Charge.
We may terminate this Agreement and your access to the Services immediately if you misuse the Service in any way or breach any of the terms of this Agreement. If we terminate the Agreement in such circumstances, we shall not be obliged to return any fees to you.
We may terminate this Agreement on 14 days notice at any time, subject to repaying to you any pre-paid fees.
You may terminate this Agreement on 30 days notice at any time.
If you are a consumer, under the Distance Selling Regulations, you would normally have the right to cancel this Agreement within seven days but, as we are providing you with access to the Service immediately on payment of the Service Charge, you do not have this right of cancellation.
Intellectual property rights - ownership
The Software
The Software and any software programs or software tools developed or supplied by us for the purposes of providing the Service under this Agreement shall remain our property or the property of our licensors and all title, copyright and other proprietary rights therein of whatever nature shall remain vested in us and our licensors.
Remedies
To the full extent permitted by law, we accept no liability in contract, tort or otherwise (including liability for negligent acts or omissions), for loss or damage of any kind including, without limitation, direct or indirect loss of business, revenue, profits, contracts, opportunities, savings, corruption or destruction of data or any other consequential loss or damage arising out of your use or inability to use the Service or in connection with any computer virus or system failure. To the extent that we are found liable, our total liability under this Agreement shall be limited to the Service Charges paid by you.
Force Majeure
Neither party shall be deemed to be in breach of this Agreement, or otherwise be liable to the other, by reason of any delay in performance or non-performance of any of its obligations under this Agreement to the extent that such delay or non-performance is due to any cause beyond its reasonable control including but not limited to the acts, defaults or omissions of suppliers (including telecoms and network suppliers and operators) or sub-contractors or strike, lockout, or other form of industrial action.
General
Entire agreement and conflicts
This Agreement sets out the entire agreement and understanding between the parties in respect of the subject matter of this Agreement.
Changes
We reserve the right to make changes to these terms and conditions from time to time and to inform you of such changes via a notice on the ClearMeet website at http://www.clearmeet.com.
Invalidity
To the extent that any provision of this Agreement is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of this Agreement, it shall not affect the enforceability of the remainder of this Agreement nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.
Governing law and jurisdiction
This Agreement shall be governed by and construed in accordance with English law.
Each of the parties irrevocably submits for all purposes in connection with this Agreement to the exclusive jurisdiction of the courts of England.
Exclusion of third party rights
Unless expressly provided in this Agreement, no term of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
E&OE. Last updated: January 2006.