TERMS AND CONDITIONS
REVIEWED JANUARY 2018
Welcome to 1080 Virtual Media Consulting Website and Services!
Please note that the access to and the use of the 1080 Virtual Media Consulting Limited Website, Services, email notifications, applications, buttons, chat rooms, blogs, forums and APIs (“Services”) and any information, text, graphics, photos or other materials uploaded, downloaded or appearing on the Services (collectively referred to as “Content”) are subject to the following Terms and Conditions (“Terms”) and other applicable law. And you should read these before going any further.
You are treated as accepting these Terms and Conditions by using the Website and/or Services in any way including browsing. These Terms and Conditions are important to you and to 1080 Virtual Media Consulting Limited as they have been designed to protect your rights as a customer and to protect our rights as a business and to create an understanding between us. If you do not agree to the Terms, please refrain from using this site.
These Terms also apply to the offers and/or service and/or deliveries of 1080 Virtual Media Consulting Limited and to any agreement and/or other legal relationship between 1080 Virtual Media Consulting Limited and the Client, the resulting provisions and related activities, whether the result of an oral, written and/or electronic agreement, unless stated differently in expressly incorporated documents.
If you are not 18 years old or older, you must get your parent’s or guardian’s permission prior to using the 1080 Virtual Media Consulting Limited Website and Services.
In these Terms the following expressions shall apply (save where the context otherwise requires):
1.1. “1080 VMC” means 1080 Virtual Media Consulting Limited.
1.2. “WEBSITE” means 1080vmc.com, searchingforskylab.com and any satellite websites or subdomains, offers and/or supplies and deliveries of 1080 VMC.
1.3. “TERMS” means the contract between 1080 VMC and the Client incorporating these Terms and Conditions irrespective of the country of issue.
1.4. “START DATE” means the date 1080 VMC first offers the Client the Service.
1.5. “SERVICE” means the provision of the Website required by the Client and agreed to be provided by 1080 VMC hereunder, including SMS, APIs, email notifications, forums, blogs, chats, applications, buttons, widgets and any other offer and/or supplies and deliveries of 1080 VMC.
1.6. “CONTENT” means any information, data, text, graphics, links, photos, video, simulations, computer code published on or contained within the Website, or other materials uploaded, downloaded or appearing on the Service.
1.7. “INTELLECTUAL PROPERTY RIGHTS” means copyrights, patents, registered and unregistered design rights, topography rights, topology rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world.
1.8. “ORDER CONFIRMATION” means the written confirmation by 1080 VMC of the order placed by the Client (whether orally or on the Website or otherwise).
1.9. “CLIENT” means the person, company, organisation, firm, or several (legal) persons or enterprises who or which have registered to use the 1080 VMC Website and Services
1.10. “PRINCIPAL CLIENT” means the (legal) person, company, organisation or firm representing a group of Clients and who or which registers to use the 1080 VMC Website and Services.
1.11. “ORDERING CLIENT” means the person, company, organisation or firm who is part of a group of (legal) persons or enterprises and who or which places an order for additional services as part of the registration concluded between the Principal Client and 1080 VMC.
1.12. “USER” means the person, individual, firm or company which enters the Website or uses the Services;
1.13. “PASSWORD” means the password issued by 1080 VMC in accordance with clause 5.2;
1.14. “THIRD PARTY PRODUCTS” are products and services offered by 1080 VMC for Client convenience in addition to its own Website and Services. The resulting provisions and related activities originating from third parties and whose intellectual property rights, industrial property rights and other rights, if any, are in principle not vested in 1080 VMC are accessed and used at your own risk.
1.15. “THIRD PARTY GENERAL TERMS AND CONDITIONS” mean inter alia the terms of delivery, licensing terms, warranty conditions and any other terms and conditions applied by any third party.
1.16. “APPLICATION SOFTWARE” is a Third Party Product that offers a specific application to and for Users and Clients, and is selected by the Client in the form of an oral, written, or electronic agreement to be included as part of the Service.
1.17. “ASP” (Application Service Provider) service, comprises the provision by 1080 VMC of application software and the use of the necessary hardware and the third party hosting network.
1.18. “BACK-UP” is the creation of back-up copies of digital data and/or files.
1.19. “HOSTING” is the offering and provision of access to web space for storing information, images, or other content on servers (s), which are installed in a Data Centre.
1.20. “DATA CENTRE” is a facility where servers can be connected to networks and in particular the Internet.
1.21. “MAINTENANCE” is the maintenance of Application Software and/or Maintenance Hosting.
1.22. “MAINTENANCE OF APPLICATION SOFTWARE” means preventive and corrective maintenance of Application Software.
1.23. “MAINTENANCE HOSTING” is the preventive and corrective maintenance carried out on the Hosting Network and on the servers directly connected to the Hosting Network which are present in the Data Centre and are owned or hired by 1080 VMC, or the Client and which are used in case of Hosting.
2.1. Article headings in these Terms and Conditions are for clarification purposes only. The content and scope of the article set forth under a particular heading is therefore not restricted to that heading.
2.2. 1080 VMC reserves the right to alter these Terms at any time. Any such changes will take effect when posted on the Web Site and it is your responsibility to read the terms and conditions on each occasion you use the Web Site and your continued use of the Web Site shall constitute your acceptance to be bound by the latest terms and conditions.
2.3. Any failure by any party to exercise or enforce any of its rights hereunder shall not be deemed to be a waiver of any such rights or operate so as to bar the subsequent exercise or enforcement of any such right.
2.4. These Terms and any other expressly incorporated documents represent the entire understanding between the parties in relation to its subject matter and supersede all other agreements or representations made by the parties whether oral, written and/or electronic.
2.5. 1080 VMC reserves the right to subcontract any of the work required to fulfil its obligations hereunder.
2.6. In the event of subcontracting, provisions of these Terms and other expressly incorporated documents are incorporated into the subcontract with the same force and effect as though set forth in full.
2.7. If, in execution of an agreement with the Client, 1080 VMC must obtain certain goods from any third party, or deliver certain goods to any third party, in the Client’s name, including, but not confined to, applying for, transferring, cancelling or amending data, then 1080 VMC shall be authorised to do so in the name of and at the risk of the Client. The Client will fully indemnify 1080 VMC in this regard.
3.2. You are fully responsible for the details provided to 1080 VMC including its truthfulness and accuracy and non-infringement of any other person’s legal or proprietary rights. You must insert and update the details of your e-mail, but are not required, although you can if you so desire, to enter any other personal information on the appropriate pages of the Website.
4.1. You are responsible for safeguarding the password that they use to access the Services and for any activities or actions under their password. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with the individual login. 1080 VMC cannot and will not be liable for any loss or damage arising from your failure to comply with the above.
4.2. If you believe your Password may have become compromised you shall cease to use the same and notify 1080 VMC forthwith.
4.3. 1080 VMC shall have the right to withdraw a Password at any time and from time to time and to issue a new code in its place save where such withdrawal is a direct result of a termination of provision of the Service to the Client and/or User.
5.1. (3.1) 1080 VMC shall supply the Client with the Service for the granted number of Users as set out in the Order Confirmation for the agreed period from the Start Date. 1080 VMC will use its reasonable endeavours to maintain the Service.
5.2. Your access to and use of the Services or any Content are at your own risk. You will not be eligible for any compensation because you cannot use the Service or because of the failure suspension or withdrawal of all or part of the Service. 1080 VMC may change suspend or cancel the Service at its sole discretion at any time.
5.3. You will not allow the Service to be used for storing sending or receiving any material which is obscene menacing threatening offensive abusive indecent defamatory fraudulent criminal or which infringes the rights of other parties and will indemnify and keep indemnified 1080 VMC in respect of any liability arising out of any material provided to 1080 VMC.
5.4. In an attempt to provide increased value to you, 1080 VMC may offer links to Third Party Products and services. All third party products and services provided by 1080 VMC, the resulting provisions and related activities originating from third parties and whose intellectual property rights, industrial property rights and other rights, if any, are in principle not vested in 1080 VMC. Nonetheless, 1080 VMC seeks to protect the integrity of its Website and the links placed upon it and therefore requests any feedback on not only its own site, but for sites it links to as well (including if a specific link does not work).
6.1. (4.1) You shall not assign, or sub-license or otherwise transfer or dispose of your rights or obligations hereunder, without the prior written permission from 1080 VMC.
6.2. It is your responsibility to retain copies of your own data or of any information required in hard copy form in respect of Courses. 1080 VMC accepts no responsibility for the loss of any data in any form which may result from inclusion on the Website or from the use of the Service.
6.3. 1080 VMC shall be entitled to disclose the company name of the Client in any promotional material.
6.4. Except in accordance with the law you shall not allow any third party to duplicate or otherwise reproduce in whole or in part the Content.
6.5. If the Client is understood to denote several (legal) persons or enterprises, they will be jointly and severally liable for the performance of all obligations under the agreement concluded with 1080 VMC.
7. COOPERATION/DUTY OF DISCLOSURE OF CLIENT
7.1. (1.4.1) All work is performed by 1080 VMC based on the data, information, wishes and/or requirements disclosed or communicated by the Client to 1080 VMC.
7.2. You will lend 1080 VMC every assistance and will always provide in good time all useful and necessary data and/or other information that is/are needed for the proper execution of the agreement. You will warrant the accuracy of such data and/or other information.
7.3. If any data, information, wishes and/or requirements that is/are needed for the execution of the agreement is/are not available to 1080 VMC, or is/are not available in good time and/or is/are not available in conformity with the agreements that have been made, or if the Client otherwise fails to meet its obligations, 1080 VMC shall be entitled in any event to terminate or dissolve the agreement or to suspend the execution of the agreement, and 1080 VMC shall be entitled to charge the resulting costs in accordance with its usual rates.
7.4. In the event that the data, information, wishes and/or requirements previously disclosed or made available is/are subject to change in the interim or new facts come to light in relation to them in the interim, 1080 VMC will be entitled at all times, and in consultation with the Client, to amend the agreement in line with these new circumstances, or to dissolve or terminate the agreement.
7.5. If 1080 VMC performs activities at a location other than its own, the Client will arrange free of charge any facilities that may be reasonably required by 1080 VMC, such as office space and telecommunications facilities.
8.1. The Client will be invoiced by 1080 VMC following the issue of an Order Confirmation to them.
8.2. All fees are expressed exclusive of sales or other taxes which will be in addition to the fee at the prevailing rate at the time.
8.3. All invoices issued by 1080 VMC are payable within 14 days of the date of issue.
8.4. 1080 VMC reserves the right to suspend or close the use of the Service by the Client in the event of non-payment without prior written notice to the Client. In the event of non-payment the Client will be responsible for all costs incurred by 1080 VMC including without limitation any legal fees incurred.
8.5. In case of the Client being several (legal) persons or enterprises, the Principal Client and the Ordering Client, to the exclusion of any other company referred to as Client under these Terms, shall be jointly and severally liable for the payment of the Purchase Price in relation to an Order.
9. STORAGE OF INFORMATION AND OWNERSHIP
9.1. 1080 VMC will store information upon the request of Clients and Users.
9.2. Original Content added to the Website and/or Service by the Client, whether media or text, remains the sole copyright of the Client.
9.3. You acknowledge that you have obtained all necessary Intellectual Property Rights for the Content you add to the Website and/or Service.
9.4. 1080 VMC neither previews nor automatically reviews such information. Therefore, 1080 VMC cannot have current knowledge of; possible infringements caused by information that is stored on the request of Users. The Provider is not liable for such information (Article 14 of Directive 2000/31/EC).
9.5. 1080 VMC will, upon obtaining knowledge about or awareness of such infringement, act expeditiously to remove or disable access to such information.
9.6. All other Content and images on the Website are the copyright of 1080 VMC and all Intellectual Property Rights in or to the same will at all times remain the property of 1080 VMC. All rights are reserved. No portion of the Website and/or Services may be reproduced in any form or by any means without the prior written permission from 1080 VMC.
9.7. The 1080 VMC name and logo and all related product and service names, design marks and slogans are the trade names, service marks, or trademarks of 1080 VMC, and may not be used without the prior written consent of 1080 VMC.
9.8. While every effort is made to ensure that information on the Website is accurate 1080 VMC assumes no responsibility for errors or omissions.
9.9. All product names mentioned are acknowledged as the trademarks or registered trademarks of their respective owners. All trademarks are acknowledged. The ownership of information, data, trademarks, corporate logos and graphics remain the property of their owners, which are supplied to 1080 VMC for restricted use on the Website and associated publications.
9.10. Nothing in this agreement is intended to or will create any form of partnership or joint venture, agency, franchise, sales representation or employment relationship between 1080 VMC and/or the Client and/or the User.
9.11. No rights to, or property in the Website and/or Service shall pass to the Client or User.
10.1. Subject to Clause 10.2 thereof you shall not copy, duplicate, translate into any language or in any way reproduce the Website or any part thereof or any of the Content owned by 1080 VMC or its Clients and/or knowingly permit the same without written permission of 1080 VMC and the respective copyright owner. Each User assumes full responsibility for all risks arising from use of the Website.
10.2. The User shall be permitted to reproduce a reasonable number of copies of the Content, (but not the computer code or any part thereof copy of which is strictly forbidden) for purposes of the User’s own research or private study.
10.3. All and any copies of extracts from the Content shall be clearly and conspicuously marked with 1080 VMC copyright notice as follows: “©1080 VMC (www.1080vmc.com)”.
10.4. Clients shall ensure that all Users, employees and representatives are made aware of the above conditions and comply with them.
10.5. Contents published on the Website are for information purposes only and it is the responsibility of the User to identify and confirm the accuracy and suitability of the Content and Clients for whatever purpose the User requires or wishes to use the Content.
10.6. Each User will indemnify 1080 VMC, its servants and agents, and hold 1080 VMC, its servants and agents, harmless against all claims, liability, losses, damages and expenses, including, without limitation, legal fees and costs arising out of or incurred as the result of any claims made, or litigation brought against 1080 VMC, its servants and agents, as a result of the use by User of the Website, the Service, the Content or part thereof for whatever purpose.
11. WARRANTIES AND LIABILITIES
11.1. 1080 VMC warrants that it will use all reasonable care and skill in carrying out obligations under these Terms. All other conditions warranties and obligations implied by statute common law or otherwise and any liabilities arising therefrom are excluded to the extent permissible by law
11.2. The Content presented by 1080 VMC is supplied on ‘as is’ basis. No failure of any part or the whole of the Content to be suitable for the Client’s requirements shall give rise to any right or claim against 1080 VMC.
11.3. 1080 VMC accepts no liability for the completeness or accuracy of any Content or for placing the same on the Website. 1080 VMC makes no warranties representations or conditions with regard to any of the Content whether expressed or implied arising by law or otherwise and there is no implied warranty of merchantability or fitness for a particular purpose.
11.4. The Client accepts that 1080 VMC is in no way liable for any inaccuracies or misleading statements or representations made in any Content supplied to 1080 VMC.
11.5. Whilst 1080 VMC makes all reasonable attempts to exclude viruses from the Website, it cannot ensure such exclusion and no liability is accepted for viruses. Thus, the Client is recommended to virus check and to insure itself against the risk of virus contamination.
11.6. 1080 VMC does not limit its liability to the Client or the User for death or personal injury caused by any of 1080 VMC’s acts or omissions or those of its employees or agents acting in the course of their employment
11.7. Under no circumstances shall 1080 VMC or any of its officers, directors, employees, subsidiaries, agents, parents, or affiliates be held liable for any indirect, incidental, special or consequential damages, even if 1080 VMC has been advised of the possibility of damages, (including, without limitation, damages for losses whether of a personal, public, institutional or corporate nature, loss of any revenues or profits) arising in contract, tort or otherwise from the use of or inability to use the Website, the Services, or any of the Content, or from any action or decision taken as a result of using the Website, the Services or the Content.
11.8. No matter how many claims are made and whatever the basis of such claims, 1080 VMC’s maximum aggregate liability to the Client or to Users under or in connection with these Terms or any other agreement between the parties, in respect of any direct loss (or any other loss to the extent that such loss is not excluded by the above sub-clauses of this clause 11 or otherwise) whether such claim arises in contract or in tort shall not exceed a sum equal to five times the subscription fee.
11.9. All provisions of this Clause limiting or excluding liability operate separately and shall survive independently of the other provisions.
11.10. The 1080 VMC Entities make no warranty and disclaim all responsibility and liability for: (1.) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content; (2.) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services or any Content; (3.) the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services; and (4.) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from the 1080 VMC Entities or through the Services, will create any warranty not expressly made herein.
11.11. 1080 VMC offers third party products in addition to its services, but will not be liable for any loss or damage of any kind caused by Third Party Products which 1080 VMC has supplied to the Client. If possible, 1080 VMC will assign its rights to claim compensation from the supplier of the Third Party Product in question to the Client.
11.12. The Client will indemnify 1080 VMC against all claims by third parties for liability as a result of a defect in a product, system or service provided or supplied by the Client to a third party and which product, system or service also consisted of anything supplied or delivered by 1080 VMC.
11.13. 1080 VMC is not liable for any loss or damage of any nature whatsoever resulting from a failure to provide in good time Hosting, ASP service, Support, Hosting Maintenance, Application Software Maintenance and Warranty.
12.1. If the Client shall be in breach of any of these Terms or shall, in the case of a company, have had a petition for winding up presented against it or a petition for an administration order presented in respect of it or shall have appointed a liquidator or shall have had a receiver appointed over all or any part of its property undertaking or assets or shall, in the case of an individual, have had a bankruptcy petition or order made or presented against him or her or, in either case, if the Client shall have sought to enter into an arrangement with its creditors than and in any such case 1080 VMC may:
12.1.1. Terminate the agreement with the Client and forthwith cease to provide the Services
12.1.2. Cancel use of the Client and User’s Password.
12.1.3. Decline, withdraw or terminate access to the Website and/or Services.
12.2. An agreement between 1080 VMC and the Client for which no further contract and/or further term has been agreed, shall have a term of 1 (one) year. If no notice is given to terminate this agreement, or notice is not given in good time, this agreement will continue for further term of 1 (one) year.
12.3. In the event that this agreement is terminated by 1080 VMC pursuant to clause 12 or otherwise the Client:
12.3.1. Will remain liable to pay 1080 VMC all sums accrued due on or prior to the date of termination
12.3.2. Will continue to respect and uphold all confidentiality and copyright obligations; and
12.3.3. Will if requested by 1080 VMC, return all materials belonging to 1080 VMC and return or destroy all copies of the Content and will specifically certify that they have done so.
12.3.4. In case of several Clients, and for the sake of clarification, mention of the “Client’s” right to terminate herein shall designate the Principal Client as far as the termination of the Agreement is concerned, and the Client having placed an Order as far as the termination of such Order is concerned.
13. FORCE MAJEURE
13.1. No party shall be held to be in breach of its obligations hereunder (except in relation to the obligation to make payments) nor liable to the other for any loss or damage which may be suffered by another party due to any cause beyond its reasonable control including without limitation any act of God, failure, flood, lightning, fire, strike, lock out, trade dispute act or omission of government regulatory authorities other total communications operators or other competent authority.
14.1. Any notice required to be given hereunder shall be sent by first class post or fax or electronic mail and shall be deemed to be given five days after posting if sent by post to the other party’s address as notified by the party, at the time the fax is sent if sent by fax before 4.00 pm in the afternoon otherwise 9.00 am the next working day and at the time the e-mail is received at either party’s e-mail address if sent by electronic mail.
14.2. Notices and communication to 1080 VMC should be sent for the attention of:
1080 Virtual Media Consulting Ltd.
53 Church Street
Notices and communication to the Client should be sent for the attention of the contact name provided by the Client (or, if none, then the Managing Director, senior partner or individual Client) at the address fax or electronic mail supplied by Client in Website registration form, or as subsequently notified in writing by the Client to 1080 VMC for such purposes.
These Terms shall be governed by and construed in accordance with the Laws of England and Wales and the parties hereto submit to the exclusive jurisdiction of the English Courts.
Copyright ©2015 1080 Virtual Media Consulting Limited, all rights reserved. No part of this publication may be redistributed in any form without prior permission.