Terms & Conditions

1.1.

Vuzo Ltd (“Vuzo”), is a company incorporated and registered in England under company number 10683098 whose main trading address is at 21-23 Croydon Road, Caterham, Surrey,
CR3 6PA.

2.1.

In the Terms of Service, save where the context requires otherwise, the following words and expressions have the following meaning:

2.1.1.

‘Agreement’ means the agreement between the Client and Vuzo comprising the Order Form, and the Terms of Service;

2.1.2.

‘Client’ means the person identified in the Order Form;

2.1.3.

‘Client Data’ means the content and data transferred to Vuzo by the Client;

2.1.4.

‘Commencement Date’ means the date set out in the Order Form;

2.1.5.

‘Confidential Information’ means information which is identified as confidential or proprietary by either party or by the nature of which is clearly confidential or proprietary;

2.1.6.

‘Extended Term’ means the period of time set out in the Order Form (if applicable) that the Agreement will automatically extend for following the end of the Initial Term;

2.1.7.

‘Fees’ means the amounts set out in the Order Form in respect of the Services and the Data Processing Fee;

2.1.8

‘Initial Term’ means the period of time set out in the Order Form;

2.1.9.

‘Services’ means the services to be provided by Vuzo to the Client as detailed in the Order Form

2.1.10.

‘Order Form’ means the order form signed (whether electronically or otherwise) which amongst other things, identifies the Client and sets out the Fees, if applicable; and

2.1.11.

‘Terms of Service’ means these terms and conditions of service as amended from time to time;

2.1.12.

‘Consultancy Services’ means the consultancy services to be provided by Vuzo in relation to the Client?s business as specified in the Order Form or as agreed between the parties in writing from time to time;

3.1.

The Agreement shall start on the Commencement Date and, subject to earlier termination in accordance with clause 10, shall continue for the Initial Term and Extended Term (if applicable).

4.1

4.2

Vuzo shall supply the Services to the Client in accordance with this Agreement.

In supplying the Services, Vuzo shall:

a) obtain and maintain throughout the Initial Term and Extended Term (as applicable) any and all licences, consents, permissions and/or authorities necessary to enable Vuzo to provide the Services;

b) provide the Services with all due care, skill and diligence in accordance with the best practice in the industry;

c) co-operate with the Client in matters relating to the Services;

d) ensure that the Services comply with all applicable laws;

e) use all reasonable endeavours to ensure that the Services, and all goods, materials and/or findings are free from defects in workmanship and design;

f) hold all Client Data in safe custody at its own risk until returned and not dispose of or use the Client Data other than in accordance with the Client?s written instructions and authorisation; and

g) notify the Client in writing immediately upon the occurrence of a change of control of Vuzo.

5.1.

The Client shall:

5.1.1

obtain and maintain all necessary and appropriate consents and notices necessary to enable the lawful transfer of the Client Data to Vuzo;

5.1.2

comply with Vuzo’s reasonable and lawful instructions;

5.1.3

provide all Client Data and any other documents, information, items and materials (as applicable) as reasonably required by Vuzo in connection with the Services; and

5.1.4

obtain and maintain all necessary licenses, consents and permissions that are applicable to the Client under the terms of this Agreement.

6.1.

6.2.

Vuzo is the owner of or the licensee of all intellectual property rights in the Services. These works are protected by copyright and other laws and treaties around the world. All such rights are reserved.

6.3.

The Client will not:

6.3.1.

Attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, display, transmit, or distribute all or any portion of the Services in any form or media or by any means;

6.3.2.

Attempt to reverse compile, disassemble or reverse engineer all or any part of the Services; or

6.3.3.

Erase or remove any proprietary or intellectual property notice contained in the Services.

6.4.

The Client grants Vuzo a limited, non-transferable, licence to access and use the Client Data for the purpose of analysing the Client Data in accordance with the Services. Otherwise, Vuzo claims no rights in the Client Data. The Client represents and warrants to Vuzo that none of the Client Data violates the Agreement and that the Client has the necessary right, title, interest and consent necessary to allow Vuzo to use the Client Data in accordance with this Agreement. The Client shall maintain a backup of Client Data and Vuzo shall not be responsible or liable for the deletion, correction, alteration, destruction, damage, loss, disclosure or failure to store any Client Data.

7.1.

Subject to receiving Client’s prior written consent, Vuzo may use the Client’s name, logo and related trade marks, in any of Vuzo’s publicity or marketing materials (whether in printed or electronic form) for the purpose of highlighting that the Client uses Vuzo’s Services and alongside any testimonials that the Client has agreed to give. The Client grants Vuzo such rights as are necessary to use such name, logo, related trademarks and testimonial for the purpose of this clause 7.1.

7.2.

The Client acknowledges that Vuzo may prepare written overviews of the impact of its Services on the Client’s business (‘Case Studies’). The Client agrees that Vuzo may publish such Case Studies with the Client’s consent (such consent not to be unreasonably refused) as part of its marketing materials. The Client may request reasonable amendments to Case Studies. Any consent to be given to Case Studies or requests for amendments to Case Studies prepared by Vuzo shall not be unreasonably delayed by the Client. Vuzo and the Client agree that the Case Studies may consist of (but not limited to) information identifying the Client, the dates and timeframes for the provision of the Services, the dates and timeframes for the achievement of relevant outcomes using the Service, the description of the outcomes achieved using the Service and metrics relating to those outcomes such as (but not limited to) percentage increase in revenue, increase in website or app visits, conversion rates, average order value, or any other metric relevant to the achieved outcomes using the Service. No information which in the Client’s reasonable opinion is commercially sensitive to its business shall be included in published Case Studies. The Client agrees to provide a reasonable level of assistance to Vuzo in preparation of Case Studies, if requested to do so by Vuzo.

8.1.

The Parties warrant that they shall comply with their respective obligations as set out in the Data Sharing Agreement and with all relevant data protection laws as in force from time to time.

9.1.

The Client will pay the Fees as set out in, and in accordance with, the Order Form.

9.2.

If Vuzo has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies available to it, Vuzo may:

9.2.1.

Charge interest on such due amounts at an annual rate equal to 3% over the then current base lending rate of Barclays Bank PLC at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.

9.2.2.

Vuzo may, without liability to the Client, suspend or temporarily disable all or part of its access to the Vuzo Service and Vuzo shall be under no obligation to provide any access to the Vuzo Service, or continue to provide the Consultancy Services, while the invoice(s) concerned remain unpaid

9.2.4.

The Client shall reimburse Vuzo for all reasonable costs and expenses (including reasonable attorney fees) incurred by Vuzo in collecting any overdue amounts.

9.2.4.

Subject to clause 11.4, unless otherwise agreed in writing, Vuzo may increase the Fees upon 30 days notice in writing to the Client, such increase to take effect from the commencement date of the Extended Term following the expiry of the notice. If the Client is unhappy with the increase, the Client may terminate the Agreement with Vuzo by providing a minimum of 30 days notice, such notice not to expire until the end of the Term. During the notice period the Fees will not increase.

9.3.

All amounts and Fees stated or referred to in the Agreement:

9.3.1.

Are payable in the currency specified in the Order Form or otherwise stipulated by Vuzo; and

9.3.2.

Are exclusive of value added tax (VAT) unless otherwise expressly stated which shall be paid at the same time as payment of the Fees.

10.1.

If the Client fails to pay any sum due to Vuzo and such sum remains outstanding for a further fourteen (14) days following notice requiring such sum to be paid, Vuzo may terminate the Agreement immediately by notice and without any liability for Vuzo to the Client.

10.1.1

Vuzo may terminate the Agreement with 30 days notice in writing

10.2

Either party may terminate the Agreement immediately at any time on written notice to the other if the other:

10.2.1

is in breach of any applicable law;

10.2.2

infringes the intellectual property rights of the other party;

10.2.3.

is in material or persistent breach of any of the terms of the Agreement and either that breach is incapable of remedy, or the other party fails to remedy that breach within 10 days after receiving written notice requiring it to remedy that breach; or

10.2.4.

is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.

10.3.

Vuzo may delete any Client Data at any time on or after the effective date of termination or expiry of the Agreement. Vuzo may retain Client Data upon expiration or termination of the Agreement to comply with applicable law or as Vuzo may deem necessary to prosecute or defend any legal claim (in which case Vuzo may retain Client Data for a reasonable period of time pending resolution of such obligation or issue).

10.4.

The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

11.1.

Except as expressly and specifically provided for in the Agreement:

11.1.1.

The Client assumes sole responsibility for any conclusions drawn or taken from such use and it relies on the results obtained from the Services at its own risk;

11.1.2.

All representations, warranties, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement;

12.1.

Subject to clause 12.2, Vuzo will not be liable for losses that result from either party’s failure to comply with the Agreement, tort or otherwise in conditions that fall into the following categories: loss of income or revenue; loss of business; loss of profits; loss of anticipated savings; loss of goodwill; loss of or damage to data; waste of management or office time; or any indirect, consequential or special damages, costs or expenses.

12.2.

Nothing in the Agreement excludes or limits either party’s liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation.

12.3.

Each party’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Agreement shall in all circumstances be limited to the Fees paid by the Client in the 3 months prior to the event giving rise to the claim, or in the case of an event in the Trial Period, ?1.

13.1.

Each party undertakes that it shall not at any time during this Agreement, and for a period of three years thereafter, disclose to any person any Confidential Information, except as permitted by clause 13.2.

13.2

Each party may disclose Confidential Information:

a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the Confidential Information comply with this clause; and

b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

13.3

Neither party shall use any Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

14.1.

All notices given by the Client to Vuzo must be given in writing or by email to either the email or postal address Vuzo provides to the Client. Vuzo may give notice to the Client at either the e-mail or postal address the Client provides to Vuzo. Notices will be deemed received and properly served:

a) 24 hours after an e-mail is sent; or

b) three days after the date of posting of any letter.

In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.

15.1.

The Client may not transfer, assign, charge or otherwise deal in the Agreement, or any of the Client’s rights or obligations arising under the Agreement, without Vuzo’s prior written consent.

16.1.

Neither party shall be liable to the other for any delay or non-performance of its obligations under the Agreement arising from any cause beyond its control including, without limitation, any of the following: telecommunications failure, internet failure, act of God, act of a third party unless an approved sub-contractor of Vuzo, governmental act, war, fire, flood, explosion or civil commotion. For the avoidance of doubt, nothing in this clause shall excuse the Client from any payment obligations under the agreement.

17.1.

No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.

18.1.

If any provision of the Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.

19.1.

Vuzo has the right to revise and amend the Terms of Service from time to time to reflect changes in market conditions affecting Vuzo’s business.

19.2.

The Client will be subject to the Terms of Service in force at the Commencement Date, or if Vuzo notifies the Client of changes to the Terms of Service and it continues to accept the Services.

19.3.

Vuzo will use reasonable endeavours to notify the Client of any material changes to the Terms of Service by e-mail.

20.1.

Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other party, nor authorise either party to make or enter into any commitments for or on behalf of the other party.

21.1.

The Agreement shall be governed by and construed in accordance with English law and each party hereby submits to the exclusive jurisdiction of the English courts.