Scope Of Service
These Terms and Conditions Of Service describe the service you (‘The Client’) will be receiving from Vaccoda LTD (‘The Supplier’).
These terms and conditions cover the provision of Vaccoda OwnCloud, Cloud based data backup using servers provided by Google PLC (‘Vaccoda OwnCloud’)
These terms and conditions are written in the spirit of partnership, the supplier will always make the best-possible efforts to provide support and rectify Cloud Backup related problems as requested. However, this agreement only applies strictly to Vaccoda OwnCloud related issues.
- This service does not cover any IT system problems caused by using equipment or service(s).
- If the client has made unauthorised changes to the configuration or set up of their Vaccoda OwnCloud system, the service may be rendered useless and additional charges will apply for remedial works to rectify any issues.
- If the client has prevented the supplier from accessing their computer and performing required local maintenance and/or updates to the Vaccoda OwnCloud service, there may be a delay in resolving issues and the service may be rendered useless.
- These Terms and Conditions of Service do not apply in circumstances that could be reasonably said to be beyond the supplier’s control. For instance: flood, war, acts of god and so on.
- These Terms and Conditions of Service do not apply if the client fails to pay agreed supplier invoices within an acceptable time frame, and we reserve the right to withdraw the Vaccoda OwnCloud service at any time under these circumstances.
Key Supplier Responsibilities
The supplier will maintain and support the Vaccoda OwnCloud system used by the client. Additionally, the supplier will:
- Ensure the service is always available to the client and fully maintained at all times, where possible.
- Respond to support requests within reasonable time, in any case.
- Do its best to escalate and resolve issues in an appropriate, timely manner.
- Maintain good communication with the client at all times.
Key Client Responsibilities
The client will use the Vaccoda OwnCloud system as intended. Additionally, the client will:
- Notify the supplier of issues or problems with the Vaccoda OwnCloud service in a timely manner.
- Provide the supplier with access to computers connected to Vaccoda OwnCloud for the purposes of maintenance, updates and fault prevention.
- Keep the supplier informed about potential changes to computers connected to the Vaccoda OwnCloud system. For example, if a new computer was purchased, the supplier will need to migrate the service over to the new PC.
- Maintain good communication with the supplier at all times.
Data Backup (Vaccoda OwnCloud Cloud Computing)
As you save files to the defined directories, these saved files will automatically backup to the Cloud Server & backed up daily.
Response & Resolution Times
The Supplier will endeavour to respond to all support requests in a timely fashion.
It is vital the client raises any issue via our ticketing system only – click here to go to client support and submit a support ticket. If an issue is not raised in this way, we may miss the support request.
Response times apply during standard working hours (10:00am – 5.30pm) and days (Monday to Friday) only. Out of hours or weekend support is discretionary may be given depending on the severity of the ticketed issue.
The supplier will always endeavour to resolve problems as swiftly as possible. However, the supplier is unable to provide guaranteed resolution times. This is because the nature and causes of problems can vary enormously.
Resolution times will vary. For instance, in some cases, the computer may need to be re-booted to resolve any sync or connectivity issues, in other situations there may be hardware failure which would result in a delayed resolution until the hardware is replaced.
In all cases, the supplier will make its best efforts to resolve problems as quickly as possible and keep you updated on progression and give timescales to completion where possible.
Vaccoda OwnCloud Data Backup – Full Terms & Conditions
These are the main terms of business of the Supplier (“the terms”).
In the terms: “the Supplier shall mean Vaccoda LTD (Registered in England no: 6886432) and any successors or assigns.
“Authorised Representatives” means in the case of the Supplier, any director, and in the case of the Client, any director, partner or sole proprietor.
“The Client” shall mean any individual, firm, company or other party with whom the Agency contracts or seeks to contract.
“The Agreement” means any agreement for the provision of Services by the Supplier to the Client.
“The Services” means any contracts for the provision of Remote IT Support and/or Vaccoda OwnCloud Data Backup services to the Client of whatsoever nature.
Each Party undertakes that, it will, at all times during the continuance of this Agreement and after its termination:
2.1 Keep confidential all Confidential Information.
2.2 Not disclose any Confidential Information to any other person.
2.3 Not use any Confidential Information for any purpose other than as contemplated by and subject to the terms and conditions of this Agreement.
2.4 Not make any copies of, record in any way or part with possession of any Confidential Information.
2.5 Ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-clauses 2.1 to 2.4 above.
Either party may disclose any Confidential Information to:
2.6 Any sub-contractor or supplier of that Party.
2.7 Any governmental or other authority or regulatory body.
2.8 Any employee or officer of that Party or of any of the aforementioned persons, parties or bodies; to such extent only as is necessary for the purposes contemplated by this Agreement, or as required by law, and in each case subject to that Party first informing the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in sub-Clause 2.7 above or any employee or officer of any such body) obtaining and submitting to the other Party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause 2, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made.
2.9 Use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of this Agreement, or at any time after that date becomes, public knowledge through no fault of that Party, provided that in doing so that Party does not disclose any part of that Confidential Information which is not public knowledge.
2.10 The provisions of this Clause 2 will continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.
3.1 The Client may terminate this Agreement without cause by giving to Vaccoda not less than one month’s written notice.
3.2 Vaccoda may terminate this Agreement without cause by giving to the Client not less than twenty four hours’ written notice.
Either Party may forthwith terminate this Agreement by giving written notice to the other Party if:
3.3 Any sum owing to that Party by the other Party under any of the provisions of this Agreement is not paid within 28 days of the due date for payment.
3.4 The other Party commits any other material breach of any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it within 28 days after being given written notice giving full particulars of the breach and requiring it to be remedied.
3.5 An encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party.
3.6 The other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986).
3.7 The other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on the other Party under this Agreement).
3.8 Anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party.
3.9 The other Party ceases, or threatens to cease, to carry on business.
3.10 control of the other Party is acquired by any person or connected persons not having control of that other Party on the date of this Agreement. For the purposes of this Clause 3, “control” and “connected persons” will have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
3.11 The right to terminate this Agreement given by this Clause 10 will not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
4. Post Termination
Upon the termination of this Agreement for any reason:
4.1 Any sum owing by the Client to Vaccoda under any of the provisions of this Agreement will become immediately due and payable.
4.2 Any rights or obligations to which any of the Parties to this Agreement may be entitled or be subject before its termination will remain in full force and effect where they are expressly stated to survive such termination;
4.3 Termination will not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which either Party may have in respect of any breach of this Agreement which existed at or before the date of termination.
4.4 subject as provided in this Clause 4, and except in respect of any accrued rights, neither Party will be under any further obligation to the other.
4.5 Each Party will return to the other Party any materials in which the ownership has not been transferred to that other Party which have, for any reason, been provided for the purposes of this Agreement; and
4.6 Each Party will (except to the extent referred to in Clause 2) forthwith cease to use, either directly or indirectly, any Confidential Information, and will forthwith return to the other Party any documents in its possession or control which contain or record any Confidential Information.
5. Liability and Indemnity
5.1 Vaccoda will ensure that it has in place at all times suitable and valid insurance that will include public liability insurance.
5.2 In the event that Vaccoda fails to perform the Services with reasonable care and skill it will carry out any and all necessary remedial action at no additional cost to the Client.
5.3 Vaccoda’s total liability for any loss or damage caused as a result of its negligence or breach of this Agreement will be limited to the total of the Fees paid by the Client to Vaccoda in the 12 months immediately preceding the incident that gave rise to the claim.
5.4 Vaccoda will not be liable for any loss or damage suffered by the Client that results from:
5.4.1 The Client’s failure to follow any instructions given by Vaccoda nor from any system update, software update, hot fixes, firmware or any other update supplied to the Device or any failure by the Client to keep such matters duly and properly updated.
5.4.2 Any issue which arises beyond its control either as a result of any action taken by the Client or any third party and which has not been specifically notified to Vaccoda before the delivery of the Service or any part thereof.
5.5 Nothing in this Agreement will limit or exclude Vaccoda’s liability for death or personal injury.
5.6 Vaccoda will be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Support Services. Vaccoda will indemnify the Client against any costs, liability, damages, loss, claims or proceedings arising out of Vaccoda’s breach of this Agreement.
5.7 The Client will indemnify Vaccoda against any costs, liability, damages, loss, claims or proceedings arising from loss or damage to any equipment (including that belonging to any third parties appointed by Vaccoda) caused by the Client or its agents or employees.
5.8 Neither Party will be liable to the other or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control.
6. Force Majeure
Neither Party to this Agreement will be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the reasonable control of the Party in question.
7. Nature Of The Agreement
7.1 This Agreement is personal to the Parties and neither Party may assign, mortgage, or charge (otherwise than by floating charge) any of its rights here-under, or sub-contract or otherwise delegate any of its obligations here-under, except with the written consent of the other Party, such consent not to be unreasonably withheld but Vaccoda will at all times during the Term be able to use such sub-contractors or other persons as it in its sole discretion will decide to perform all or any part of the Support Services provided that:
7.1.1 Such sub-contractors or other persons are made subject to the relevant parts of this Agreement.
7.1.2 That Vaccoda remains at all times primarily liable for the proper provision of the Support Services.
7.2 This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
7.3 Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
7.4 No failure or delay by either Party in exercising any of its rights under this Agreement will be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement will be deemed to be a waiver of any subsequent breach of the same or any other provision.
7.5 At any time after the date hereof each of the Parties will, at the request and cost of the other Party, execute or procure the execution of such documents and do or procure the doing of such acts and things as the Party so requiring may reasonably require for the purpose of giving to the Party so requiring the full benefit of all the provisions of this Agreement.
The Parties agree that, in the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of this Agreement. The remainder of this Agreement will be valid and enforceable.
9. Relationship Of The Parties
9.1 Nothing in this Agreement will constitute, or be deemed to constitute, a partnership between the Parties nor, except as expressly provided, will it constitute, or be deemed to constitute an agency of any other Party for any purpose.
9.2 Subject to any express provisions to the contrary in this Agreement, Vaccoda will have no right or authority to, and will not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of the Client or bind the Client in any way.
10.1 All notices under this Agreement will be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
10.2 Notices will be deemed to have been duly given:
10.2.1 When delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient.
10.2.2 When sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated.
10.2.3 On the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid
10.2.4 On the tenth business day following mailing, if mailed by airmail, postage prepaid.
in each case addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
11. Law and Jurisdiction
11.1 This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) will be governed by, and construed in accordance with, the laws of England and Wales.
11.2 Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) will fall within the jurisdiction of the courts of England and Wales.
12. Remotely Accessing Computer
I acknowledge and agree that by clicking on the “Start A Session” button found on your website, you are granting Vaccoda LTD full, remote viewing access on your computer.
In granting consent, you (The Customer) agree as follows:
12.1 Remote Support is a service using Remote IT Support (RITS) software provided by Screen Connect enabling our support agents to remotely assist you with technical issues you may have with your Vaccoda services. By using the Services, you agree you’ve read and accepted these terms.
12.2 We maintain reasonable technical safeguards to protect the security of your data in the course of providing the Services. However, as a condition of your use of the Services, you agree you’re responsible for and have appropriate anti-virus software on your computer to avoid any loss, corruption or deletion of your data. It’s your responsibility to back up the data, software, information and other files stored on your computer prior to permitting us access to your computer and/or device.
Our ability to access your computer remotely is subject to the use and availability of appropriate network connections. We’re not responsible if such service is affected by circumstances outside of our reasonable control. You agree to remain with your computer and device at all times whilst our support staff provide the Services. If you intend to leave your computer and device during this time, please notify us and we’ll end the Services.
To the extent permitted by applicable law, we exclude all representations, warranties, conditions and other terms not expressly stated in these terms, including any implied warranties or conditions as to non-infringement of third party rights and fitness for a particular purpose in relation to your use or our performance of the Services and related software. We don’t warrant that your use of the Services will be uninterrupted, available at all times or risk-free. You agree that your use of the Services is at your sole risk.
12.3 We may be required to reproduce and/or otherwise use data received from your computer and by using the Services you agree that you grant us permission to do this. We will use your information to comply with our legal requirements and to manage the Services.
12.4 We may vary, amend or withdraw the Services at any time. If we amend these terms, any revision will be available on www.vaccoda.com. By continuing to use the Services you’ll be deemed to have accepted these terms and you should check the terms before use of Remote Support to ensure you’ve read the most current version. You may end your use of the Services at any time.
12.5 The intellectual property rights in the Services belong to Vaccoda LTD. We grant you a limited, revocable license to use the Services in accordance with these terms. The Services are for your personal non-commercial use only. If you’re a consumer, these terms will not affect any rights which you may have under any law and which we can’t exclude. These terms are governed by English law and you and we agree to submit to the non-exclusive jurisdiction of the courts in England and Wales.