Terms & Conditions
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE CLOUDCOURT SERVICE OR SOFTWARE FROM VISIONHALL. BY USING THE SOFTWARE OR SERVICES, YOU SIGNIFY YOUR ASSENT TO AND ACCEPTANCE OF THIS AGREEMENT AND ACKNOWLEDGE YOU HAVE READ AND UNDERSTAND THIS AGREEMENT. IF YOU ARE AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU MUST NOT USE VISIONHALL SOFTWARE OR SERVICES. YOU CONFIRM THAT YOU ARE AT LEAST 18 YEARS OLD.
This Visionhall Services Agreement, including the documents located at URLs (the “Agreement“) is between Visionhall Information Systems Ltd., a United Kingdom corporation (“Visionhall”), and the user of Visionhall software and services who accepts the terms of this Agreement (“You“). The effective date of this Agreement (“Effective Date”) is the earlier of the date that You sign or accept this Agreement or the date that You use Visionhall’s software or services.
- Scope of Agreement. This Agreement covers the terms and conditions for Your use of the cloud-based case management services (“CloudCourt”), which may include software and related materials (“Software”) made available by Visionhall. The CloudCourt service is described in more detail in Attachment 1.
2. General Conditions of Use
2.1 Your Account. To use the CloudCourt service, You will need to create an account, which requires You to give Visionhall certain personal information including, without limitation, Your name, email address and other contact details. You agree to ensure that the personal information that You provide when You create Your account is correct, complete and personal to You and that You will inform Visionhall immediately of any changes to that information. You can access and update the information that You provide to Visionhall by accessing Your account on http://www.CloudCourt.org (together with www.testimport.visionhall.com and any other Visionhall websites, the “Website”). You may not create, operate or otherwise control more than one account. You are responsible for all use of Your account. You are responsible for protecting the confidentiality of the login details for Your account and You may not share Your login details with anyone or let anyone else access or use Your account. If You fail to comply with these obligations, Visionhall will not be responsible for any losses You suffer as a result. You agree to comply with the Acceptable Use Policy, which is incorporated by reference into this Agreement and can be reviewed at www.testimport.visionhall.com/ / (“Acceptable Use Policy”).
2.2 Third Party Use. If You provide third parties with access to Content (defined in Section 3.1) and/or the CloudCourt service, You are responsible for any third party that you enable or authorize to have access to the CloudCourt service and You will be deemed to have taken any action that You permit, facilitate or assist the third party in taking relating to this Agreement, Content or use of the CloudCourt service.
2.3 Your Use and Compliance with Terms. You agree to use the CloudCourt service in accordance with all applicable laws and regulations, the Acceptable Use Policy and this Agreement. If Visionhall has reason to believe that You have breached this Agreement or the Acceptable Use Policy, Visionhall or its designated agent may inspect Your use of the CloudCourt service, including Your account, Content and records, to verify Your compliance with this Agreement. Visionhall will give You written notice of any non-compliance and You agree to remedy Your non-compliance immediately. If Your non-compliance is not remedied within two business (2) days, Visionhall may suspend or terminate Your access. Visionhall may terminate Your access immediately if it reasonably believes Your use of the CloudCourt service violates any law (civil or criminal), order or regulation in any country.
3. Fees and Payment
3.1 Fees. Fees for the CloudCourt service (the “Fees”) will be identified in an Order Form and are based on the number of Filings, the amount of storage, and other services provided by Visionhall. An “Order Form” is either signed by the parties or otherwise accepted by Visionhall and may consist of (a) a mutually agreed order form or (b) an order placed by You through Visionhall’s online store accessible from a Visionhall website. A “Filing” is an electronic form or Content. Fees are (a) due upon Visionhall’s acceptance of an Order Form or, (b) payable in accordance with Section 3.2. Fees are stated in the currency set forth in the applicable Order Form and must be paid in such currency.
3.2 Invoices. If You desire credit terms with respect to the payment of Fees, you agree to reasonably cooperate with Visionhall to establish and review Your credit-worthiness. If credit terms are provided to You, Visionhall will invoice You for the Fees upon acceptance of the applicable Order Form. You agree to pay the Fees no later than thirty (30) days from the date of each invoice. Any and all payments made by You pursuant to this Agreement are non-refundable except as otherwise provided in this Agreement. Visionhall reserves the right to suspend the CloudCourt service and/or change its credit terms if actual payment has not been received within thirty (30) days of the invoice date. Any and all payments made by You pursuant to this Agreement are non-refundable except as otherwise provided in this Agreement. Visionhall reserves the right to suspend the CloudCourt services and/or change its credit terms if actual payment has not been received within thirty (30) days of the invoice date.
3.3 Direct Debit Payments. A Direct Debit facility will be established soon.
3.4 Taxes. All Fees are exclusive of Taxes. You will pay Visionhall an amount equal to any Taxes arising from or relating to this Agreement or an applicable Order Form which are paid by or are payable by Visionhall. “Taxes” means any form of sales, use, value added or other form of taxation and any fines, penalties, surcharges or interest, but excluding any taxes based solely on the net income of Visionhall. If You are required to withhold or deduct any portion of the payments due to Visionhall, You agree to increase the sum payable to Visionhall by the amount necessary so that Visionhall receives an amount equal to the sum it would have received had You made no withholdings or deductions.
4.1 Content. “Content” means any file, data, material or other information, including without limitation, audio and/or visual files, text, images, documents, spreadsheets, hyperlinks, web form entries, text messages, web pages and any other similar file, data, material or other information not provided by Visionhall.
You agree to use Content in compliance with this Agreement and the Acceptable Use Policy; (b) are solely responsible for the use and deployment of Content in connection with the CloudCourt service; (c) represent and warrant that You own all rights in, or have received a valid license to use, the Content, which rights or license are sufficient to enable Your use of the CloudCourt service and that any use by You and Visionhall in providing the CloudCourt service does not infringe the intellectual property rights of any third party; (d) further represent and warrant that use of Content by You and Visionhall in connection with the CloudCourt service is lawful; (e) are solely responsible for compliance with the Acceptable Use Policy, this Agreement and all applicable laws and agree to remove immediately any Content that violates the Acceptable Use Policy, this Agreement or any applicable law; and (f) are responsible for maintaining licenses and adhering to all license terms applicable to any Content used by You or Visionhall. Visionhall will not be responsible under any circumstances for any claims, damages or other actions relating to Content or Your actions while using the CloudCourt service. You must immediately respond to any notice You receive claiming that Content violates a third party’s rights, including notices under the Digital Millennium Copyright Act and to take corrective action, including but not limited to promptly removing any such Content.
4.2 Your Comments and Feedback. You may be asked to provide comments or feedback on the CloudCourt service (“Feedback”). Visionhall may use any such Feedback for any purpose, including implementing the Feedback into future versions of the CloudCourt service or other offerings without attribution or compensation.
4.3 Your License to Visionhall. You grant to Visionhall, and any third party service provider on whose services Visionhall may depend to provide the CloudCourt service, a perpetual, worldwide, non-exclusive, non-transferable, royalty-free license to make, use, reproduce, prepare derivative works, distribute, perform and display Content for the purpose of providing the CloudCourt service. Except as set forth in this Section, Visionhall obtains no rights in Content under this Agreement.
5. Data Privacy and Security
5.1 Data Transfer. You acknowledge and agree that to provide the CloudCourt service it may be necessary for Content or other information to be transferred between Visionhall, its affiliates, and/or subcontractors, which may be located worldwide.
5.3 Legal Process. Visionhall may provide information, including Content and information concerning Your account, as required by law (such as responding to a subpoena, warrant, audit, or agency action, or to prevent fraud) or to establish or exercise its legal rights or defend against legal claims. Visionhall will not be liable for any use or disclosure of such information to such third parties.
- Changes and Updates to Terms. Visionhall reserves the right to amend the Acceptable Use Policy and Privacy Statement at any time. If Visionhall does so, Visionhall will notify You of such amendment by publishing any such change on the Website and you are advised to review periodically the Website for any such change and note the date on which such policy or statement was last updated. The amended Acceptable Use Policy and/or Privacy Statement will take effect from the date on which Visionhall publishes such amendment on the Website, and from then on will govern the relationship between You and Visionhall with respect to Your use of the CloudCourt service. If You do not agree with the amended Acceptable Use Policy and/or Privacy Statement, You must notify Visionhall at the email address listed below in Section 18.2 (Notices) and You must discontinue use of the CloudCourt service after the date on which the amendments were effective.
7. Scope of CloudCourt service
7.1 Support. Visionhall will provide support for the CloudCourt service as set forth in Attachment 1.
7.2 Changes. Visionhall intends to periodically update, improve or modify certain functionality associated with the CloudCourt service. Visionhall reserves the right at any time to change and/or discontinue any or all of the features or functionality of the CloudCourt service. Visionhall does not commit to deliver any new products, features or functionality for general availability.
7.3 Service Levels. The CloudCourt service is generally provided through internet connectivity and third party service providers that Visionhall does not control and may be subject to delays, outages or other problems. Visionhall is not responsible for any such delays or outages.
8. Intellectual Property
8.1 Trademarks. The CloudCourt and third party trademarks, logos, trade names and service marks (“Marks”) displayed as part of the CloudCourt service are the property of Visionhall, its affiliates, or other third parties. You are not permitted to use these Marks without the prior written consent of Visionhall, its affiliates, or the third party trademark owner.
8.2 Rights in Services. You agree that Visionhall and its licensors own all legal rights and interests, including intellectual property rights, in the CloudCourt service. Visionhall grants to You a non-transferable, non-exclusive, limited, revocable license to use the CloudCourt service as contemplated under this Agreement. You only acquire the right to use the CloudCourt service and do not acquire any rights of ownership in the CloudCourt service. You may use any documented APIs disclosed in the documentation for the CloudCourt service solely for the purpose of integrating Content with the CloudCourt service and for no other purpose. You may not use any APIs to create products or services that compete with any of the CloudCourt service or the Software. You will not (a) sublicense, sell, rent, distribute, assign or otherwise transfer the CloudCourt service; (b) reverse engineer, decompile or disassemble the CloudCourt service except to the extent such conduct is permitted under applicable law notwithstanding this restriction; (c) remove or modify any of the copyright, trademark or other proprietary notices contained in the CloudCourt service; (d) modify or create derivative works of the CloudCourt service; or (e) use the CloudCourt service to create products or services that compete with any of the CloudCourt service. Visionhall reserves all rights to the CloudCourt service not expressly granted herein.
8.3 Rights in Software. No license to the Software is being granted under this Agreement. Visionhall and its licensors will own all right, title, and interest to the Software, technology, information, code or software provided to Company, including all portions, copies or modifications thereof.
- Third Party Services. There may be software and/or services made available to You by third parties in connection with Your use of the CloudCourt service (“Third Party Services”). Visionhall does not support such Third Party Services and has not necessarily confirmed the validity or screened the content of such Third Party Services. Availability of such Third Party Services does not constitute an endorsement by Visionhall. Any Third Party Services You receive are governed by the terms provided by such third party, and Visionhall has not obligations and/or liability with respect to such third party or the Third Party Services. Your use is at your own risk.
- Linking. The CloudCourt service may include links to third party websites. You acknowledge and agree that Visionhall does not endorse and is not responsible for the content or privacy practices of any such websites and that Visionhall is not liable for any loss or damage caused by use of or reliance on any content, goods or services available on such websites.
- User Forums. The Website and the CloudCourt service may include community forums and other areas where users of the CloudCourt service may publish or exchange information relating to the CloudCourt service. You are advised that Visionhall neither endorses nor is responsible for any opinion or statement (including its accuracy and reliability) provided by another user of the CloudCourt service. You are strongly advised to establish the accuracy and relevance of any such opinion or statement yourself and its applicability to your business prior to any reliance upon any such opinion or statement. Visionhall shall not be liable for any loss or damage suffered by You in reliance upon any such third party user statement or opinion to the maximum extent permitted by applicable law. While Visionhall will use reasonable efforts to review any third party content published by users of the CloudCourt service, you are advised to notify us immediately if you see anything offensive, defamatory, obscene, racist, sexist, harassing or otherwise abusive or derogatory.
- Term and Termination of Agreement. The term of this Agreement begins on the date the Order Form is executed and continues while the You have Filings. You will be sent reminders when your Filings drop below an agreed limit at which point you can purchase more Filings. If You or Visionhall materially breaches the terms of an Order Form, and such breach is not cured within thirty (30) days after written notice of the breach is given to the breaching party, then the other party may, by giving written notice of termination to the breaching party, terminate the applicable Order Form and/or this Agreement. Without limiting other rights Visionhall may have, Visionhall may suspend Your use of the CloudCourt service upon five (5) days written notice if You have breached this Agreement, the Acceptable Use Policy or applicable law. Following termination or expiration of this Agreement, You will no longer be able to access or use the CloudCourt service. If this Agreement expires or is terminated for any reason, the following sections will survive such termination or expiration: 3, 4.2, 4.3, 8, and 12-18.
- Disclaimer of Warranties. You understand and agree that the Software and CloudCourt service may contain bugs, errors and/or inadequacies. Visionhall is not liable and will not be held accountable for any loss of Your data. FOR ALL CIRCUMSTANCES AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND SERVICES PROVIDED BY VISIONHALL ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, NON- INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. VISIONHALL DOES NOT GUARANTEE THAT THE USE OF THE SOFTWARE OR CLOUDCOURT SERVICE WILL BE UNINTERRUPTED, COMPLY WITH REGULATORY REQUIREMENTS, BE ERROR FREE OR THAT VISIONHALL WILL CORRECT ALL SOFTWARE OR SERVICE ERRORS. You agree that you are solely responsible for the results obtained from the use of the Software and CloudCourt service.
14, Limitation Of Liability And Disclaimer Of Damages
14.1 Disclaimer of Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL VISIONHALL OR ITS AFFILIATES BE LIABLE TO YOU OR YOUR AFFILIATES FOR DIRECT OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION: ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN TORT, CONTRACT, OR OTHERWISE; OR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY CONTENT, TERMINATION OF YOUR ACCOUNT, ANY MALFUNCTIONS, REGULATORY NON-COMPLIANCE, DELAYS, LOSS OF DATA, LOST PROFITS, LOST SAVINGS, INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATORY PROFITS, EVEN IF VISIONHALL OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LIABILITY FOR THESE DAMAGES WILL BE LIMITED AND EXCLUDED EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.
14.2 Limitation of Liability. FOR ALL EVENTS AND CIRCUMSTANCES, VISIONHALL AND ITS AFFILIATES’ AGGREGATE AND CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ALL ORDER FORMS INCLUDING WITHOUT LIMITATION ON ACCOUNT OF PERFORMANCE OR NON-PERFORMANCE OF OBLIGATIONS, REGARDLESS OF THE FORM OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STATUTE OR OTHERWISE WILL BE LIMITED TO DIRECT DAMAGES AND WILL NOT EXCEED THE AMOUNTS RECEIVED BY VISIONHALL FROM YOU DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, WITH RESPECT TO THE PARTICULAR ITEMS (WHETHER SOFTWARE, SERVICES OR OTHERWISE) GIVING RISE TO LIABILITY UNDER THE MOST APPLICABLE ORDERING DOCUMENT. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT VISIONHALL’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OR FOR FRAUD.
- Indemnification. You agree to indemnify and hold harmless Visionhall, its affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and associated litigation expenses) arising out of or relating to: (a) Your use of the CloudCourt service (including any Software); (b) Your breach of this Agreement or the Acceptable Use Policy, or violation of applicable law by You or any third party You permit to use Your account, (c) Content or the combination of Content with other applications, content or processes, (d) any claim or allegation that Content infringes or misappropriates the intellectual property rights of any third party, or (e) Visionhall’s response to any third party subpoena, warrant, audit, agency action or other legal order or process concerning Content, Your account and/or use by You of the CloudCourt service and Software. Visionhall will provide You with written notice of any claim, suit or action, but its failure to do so does not relieve You of Your obligations under this section.
- Export Control. Visionhall may supply You with software, services and/or technical data that is subject to export control restrictions (the “Export Control Laws”). You agree to comply with all applicable Export Control Laws and agree not to use the CloudCourt service or Software if You are barred from receiving them under any of the Export Control Laws. Visionhall will not be responsible for Your compliance with the Export Control Laws.
- Publicity and Benchmarking. You may not misrepresent your relationship with Visionhall nor suggest or publish that Visionhall or any of its affiliates or licensors endorses, sponsors, contributes to or provides support for Content or You. You may not publish the results of any benchmarking studies that You conduct in connection with the CloudCourt service unless You obtain Visionhall’s prior written approval.
18.1 Governing Law. The validity, interpretation and enforcement of this Agreement will be governed by and construed in accordance with English law without giving effect to the conflicts of laws provisions thereof or the United Nations Convention on Contracts for the International Sale of Goods. Each party irrevocably agrees that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim that arises from or in connection with this Agreement.
18.2 Notices. Visionhall may provide a notice to You under this Agreement by: (a) posting the notice on the Website, or (b) sending a message to the email address associated with Your account. Notices provided by posting on the Website will be effective upon posting and notices provided by email will be effective when Visionhall sends the email. It is Your responsibility to keep Your email address current and You will be deemed to have received any email sent to the email address associated with Your account whether or not You actually receive the email. To give notice to Visionhall under this Agreement, You must contact Visionhall either by (y) overnight courier to Visionhall Software, Ltd., Lancaster House, 11 Churchfield Road, Walton-on-Thames, Surrey, KT12 2TY, England; or (z) by email to firstname.lastname@example.org Notices must be in English.
18.3 Assignment. This Agreement is binding on the parties to this Agreement, nothing in this Agreement grants any other person or entity any right, benefit or remedy of any nature whatsoever. This Agreement is assignable by either party only with the other party’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided, however, Visionhall may assign this Agreement pursuant to a merger or a sale of all or substantially all of its assets or stock.
18.4 Third Party Rights. Except for Visionhall’s affiliates as expressly provided in this Agreement, a person who is not a party to this Agreement will have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Agreement. This section does not affect any right or remedy of any person which exists, or is available, other than pursuant to the Act.
18.5 Independent Contractor. Visionhall is an independent contractor and nothing in this Agreement or related to Visionhall’s performance will be construed to create an employment or agency relationship between You (or any of Your personnel) and Visionhall (or any Visionhall personnel). Each party will be solely responsible for supervision, direction, control and payment of its personnel, including applicable taxes, deductions, other payments and benefits.
18.7 Force Majeure. Neither party will be liable for any delay or failure in performance due to causes beyond its reasonable control, including without limitation, labor difficulties and problems with telecommunications and internet providers.
18.8 Severability. If any provision of this Agreement is held invalid or unenforceable for any reason but would be valid and enforceable if appropriately modified, then such provision will apply with the modification necessary to make it valid and enforceable. If such provision cannot be so modified, the parties agree that such invalidity will not affect the validity of the remaining provisions of the Agreement.
18.9 Waiver. The delay or failure of either party to exercise any rights under this Agreement will not constitute or be deemed a waiver or forfeiture of such rights. No waiver will be valid unless in writing and signed by an authorized representative of the party against whom such waiver is sought to be enforced.
18.10 Headings. All headings contained in this Agreement are inserted for identification and convenience and will not be deemed part of this Agreement for purposes of interpretation.
18.11 Amendment. This Agreement may only be amended or modified in a writing signed by the parties, which writing makes specific reference to this Agreement.