Unless the context requires otherwise, in these Terms and Conditions and in an Order:
Additional Data Storage Charges has the meaning given to it in clause 3.7(b).
Agreement means a contract between Metavoxx and the Customer made up of an Order, these Terms and Conditions and any documents expressly referred to in either of them, and any amendments to that contract from time to time.
Business Days Mondays to Fridays, excluding English Bank and public holidays.
Call Charges means the variable charges that are payable by the Customer for telephone calls, details of which are either set out on the call charges page at https://metavoxx.com/legal/fairusage or, in the case of non-EU destinations, available from Metavoxx on request.
Charges means: (i) the Subscription Charges; (ii) the Call Charges;and (iii) the Additional Data Storage Charges,or, as required by the context, either of them.
Customer means the person or entity identified as such in an Order
Customer Data means any data provided by the Customer to Metavoxx under the Agreement
Customer Personal Data means any Personal Data provided by the Customer to Metavoxx under the Agreement.
Confidential Information means any information disclosed by either party to the other party during the Term (whether in writing, orally or otherwise) that at the time of disclosure is either marked as "confidential" or should reasonably be understood by the receiving party to be confidential.
Data Controller has the meaning given to it in the Data Protection Legislation
Data Processor has the meaning given to it in the Data Protection Legislation.
Data Protection Legislation means:
(i) the EU Data Protection Directive (Directive 95/46/EC), the Data Protection Act 1998 and Electronic Communications (EC Directive) Regulations 2003;
(ii) with effect from 25th May 2018, the EU General Data Protection Regulation (Regulation (EU) 2016/679); and
(iii) any other data protection laws and regulations, orders and any codes of practice, guidelines and recommendations issued by the Information Commissioner’s Office or any replacement or equivalent body, as amended and in force from time to time.
Fair Usage Policy means the fair usage policy applicable to the Metavoxx Services which may be accessed at https://metavoxx.com/legal/fairusage
Force Majeure Event an event, or a series of related events, that is outside the reasonable control of the party affected, including: failures of the internet or any public telecommunications network; hacker attacks; denial of service attacks; virus or other malicious software attacks or infections; power failures; industrial disputes affecting any third party; changes to the law; disasters, explosions, fires, floods, riots, terrorist attacks and wars; failure of computer systems or infrastructure owned or managed by a party’s subcontractor or supplier
Initial Commitment Period has the meaning given to it in an Order.
Intellectual Property Rights patents, rights in inventions, know how, show how and trade secrets, copyright and related rights, moral rights, registered designs, design rights, database rights, semiconductor topography rights, trade marks and service marks, trade names, business names, brand names, get up, logos, domain names and URLs, rights in unfair competition, goodwill and rights to sue for passing off and any other intellectual property rights (in each case, whether or not registered, and including all applications to register and rights to apply to register any of them and all rights to sue for any past or present infringement of them) and all rights or forms of protection having equivalent or similar effect in any jurisdiction.
Metavoxx Business Ltd, a company registered in England with number 11444915 and its registered office at 71-75 Shelton Street, London WC2H 9JQ.
Metavoxx Platform means Metavoxx’s proprietary web portal at www.metavoxx.net
Metavoxx Services means the video meeting, instant messaging, IP telephony, data storage and/or other telecommunications services to be provided by Metavoxx to the Customer, as specified in an Order.
Metavoxx SLA means the service level agreement (SLA) which may be accessed at https://metavoxx.com/legal/sla.html
Order means an order for the supply of Services that is submitted by the Customer via www.metavoxx.com and is accepted in writing by Metavoxx
Personal Data has the meaning given to it in the Data Protection Legislation.
Processing has the meaning given to it in the Data Protection Legislation.
(i) the Metavoxx Services; and
(ii) the Support Services,
or, as required by the context, either of them.
Specification means the descriptions for the Metavoxx Services which may accessed at www.metavoxx.net.
Subscription Charges means the monthly subscription charge payable by the Customer for the Services as specified in an Order.
Support Services has the meaning given to in clause 4.1.
Term has the meaning given to it in clause 2.1.
In the Agreement, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision
The clause headings do not affect the interpretation of the Agreement
In the Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
In case of a conflict or inconsistency between these Terms and Conditions and any provision in an Order, the provision in the Order prevails.
Subject to cancellation by the Customer under clause 2.2 or earlier termination in accordance with clause 13, the Agreement will continue in force until either party gives to the other party thirty (30) days’ written notice of termination (the “Term”).
Metavoxx will enable the Customer to access the Metavoxx Platform and use the Metavoxx Services during the Term
Subject to the Customer complying with clauses 3.3 and 3.4, Metavoxx grants the Customer a non-exclusive, non-transferable licence to access the Metavoxx Platform during the Term for Customer’s personal, domestic use.
The Customer agrees that it will throughout the Term:
(a) use the Metavoxx Services in a professional manner and only for the purposes for which they are made available;
(b) use the Metavoxx Services in accordance with all applicable laws,; and
(c) choose a strong password and keep all login credentials secure and confidential, and otherwise ensure that no unauthorised person gains access to the Metavoxx Platform.
The Customer acknowledges and understands that:
(a) the recording of telephone calls and use of such recorded calls is in some circumstances illegal, and may result in the Customer may subject to civil or criminal liability; and
(b) agrees that it will only record telephone calls and use such calls in accordance with all applicable laws, including (without limitation) the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 and the Data Protection Legislation insofar as such laws apply to the recording of telephone calls and use of recorded calls.
The Customer agrees that it will not:
(a) sub-license, rent, lease, loan, or sell their right to access the Metavoxx Platform to any third party, or use the Metavoxx Services for the benefit of any third party; or
(b) not use the Metavoxx Platform in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity; or
(c) use or attempt to use any other person’s Metavoxx Account; or
(d) send spam or other unwelcomed communications to others; or
(e) breach the intellectual property or other proprietary rights of Metavoxx or any third party; or
(f) upload to the Metavoxx Platform anything that contains software viruses, worms, or any other harmful code; or
(g) reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Metavoxx Platform or any related technology, or any part thereof; or
(h) “scrape,” “crawl” or “spider” the Metavoxx Platform, whether by manual means or using automated software, devices, scripts robots; or
(i) interfere with the operation of, or place an unreasonable load on, the Metavoxx Platform, including by way of spam, denial of service attacks or viruses, or otherwise use the Metavoxx Platform in any way that causes, or may cause, damage to it.
If the Customer breaches of any of the conditions or restrictions set out in clauses 3.3, 3.4 or 3.5, then Metavoxx may with immediate effect and without any obligation to provide notice:
(a) suspend the Customer’s access to the Metavoxx Platform and use of the Metavoxx Services; and/or
(b) terminate the Agreement.
The Customer acknowledges and agrees that:
(a) use of the Metavoxx Services is subject to the data storage limits set out out in the Fair Usage Policy; and
(b) if the Customer exceeds such data storage limits, Metavoxx is entitled to charge the Customer for such excess at the rates set out from time to time in the Fair Usage Policy (“Additional Data Storage Charges”) without prior notice to the Customer.
Support Services and Metavoxx SLA
Metavoxx shall provide the Customer with email support for the Metavoxx Services between 09:00 and 17:00 UK time during Business Days (“Support Services”).
The Customer hereby grants to Metavoxx a non-exclusive license to collect, copy, store, distribute, export, edit and translate the Customer Data to the extent reasonably required for the performance of Metavoxx's obligations and the exercise of Metavoxx's rights under the Agreement, together with the right to sub-license these rights to its hosting, connectivity and telecommunications service providers to the extent reasonably required for the performance of Metavoxx's obligations and the exercise of Metavoxx's rights under the Agreement.
The Customer warrants to Metavoxx that the use of the Customer Data by Metavoxx in accordance with the Agreement will not:
(a) breach the provisions of any law, statute or regulation;
(b) infringe the Intellectual Property Rights or other legal rights of any person; or
(c) give rise to any cause of action against Metavoxx,
in each case in any jurisdiction and under any applicable law.
The parties agree that, in respect of any Customer Personal Data that is provided by the Customer to Metavoxx then, for the purposes of Data Protection Laws, the Customer is the Data Controller and Metavoxx is the Data Processor of such Customer Personal Data.
Metavoxx will, at all times:
have in place appropriate technical and organisational security measures so that Customer Personal Data is protected against unauthorised or unlawful processing and against accidental loss, destruction or damage.
(c) only process the Customer Personal Data for the purposes of performing its obligations and exercising its rights under the Agreement; and
(d) process the Customer Personal Data in compliance with all applicable laws;
Metavoxx will notify the Customer as soon as practicable if:
(a) any of the Customer Personal Data is lost or destroyed, or becomes damaged, corrupted or unusable;
(b) Metavoxx receives any complaint or regulatory notice which relates to the processing of any of the Customer Personal Data; or
(c) Metavoxx receives a request from a data subject for access to any of the Customer Personal Data.
Metavoxx will co-operate with the Customer in relation to:
(a) any request from the Customer to amend or delete any of the Customer Personal Data;
(b) any complaint or regulatory notification relating to the processing of any of the Customer Personal Data; and
(c) any request from a data subject for access to any of the Customer Personal Data,
at the cost and expense of the Customer.
Intellectual Property Rights
Nothing in the Agreement shall operate to assign or otherwise transfer any Intellectual Property Rights from Metavoxx to the Customer, or from the Customer to Metavoxx.
All Intellectual Property Rights in in all materials created by Metavoxx, solely or jointly with any person, in the course of making the Metavoxx Services available to the Customer (“Work”) shall vest or remain vested in Metavoxx.
At Metavoxx’s request and expense the Customer will perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution or delivery of) all further documents which Metavoxx reasonably considers necessary to vest ownership of the Work in Metavoxx or otherwise to give effect to this clause 7.
Metavoxx will issue invoices for the Charges as follows:
(ab) Metavoxx will issue invoices monthly in advance for the Subscription Charges; and
(b) Metavoxx will issue invoices for the Call Charges and any Additional Data Storage Charges monthly in arrears.
Following the issue of an invoice in accordance with clause 8.1, Metavoxx will arrange immediate payment of the invoice using the credit card or debit card that the Customer provided when submitting the Order before sending a copy of the invoice to the Customer by email.
Metavoxx may increase the Subscription Charges by giving to the Customer at least thirty (30) days' prior written notice, provided that the total of all increases during any 12-month period shall not, when expressed as a percentage, exceed the percentage increase in the Consumer Price Index (All Items) (as published by the Office for National Statistics or replacement statutory body) during the same period.
If the Customer does not pay any amount properly due to Metavoxx under the Agreement, Metavoxx may, without prejudice to its other rights (whether under the Agreement or otherwise):
(a) charge the Customer interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment); and
(b) subject to giving the Customer at least five (5) Business Days’ prior written notice of its intention to do so, suspend the provision of the Metavoxx Services.
Each party warrants to other party that:
(a) it has the legal right and authority to enter into the Agreement and to perform its obligations under the Agreement; and
(b) it will comply with all applicable legal and regulatory requirements applying to the exercise of its rights and the fulfilment of its obligations under the Agreement
Metavoxx warrants to the Customer that:
(a) it shall provide the Services with a reasonable degree of skill and care;
(b) the Metavoxx Services shall in all material respects comply with the Specification so far as is reasonably practicable;
(c) it has taken and shall continue to take all commercially reasonable steps to ensure that the Metavoxx Services will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and
(d) the Metavoxx Services will incorporate security features reflecting the requirements of good industry practice.
All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in the Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.
Acknowledgements and Warranty Limitations
The Customer acknowledges that, despite all reasonable commercial endeavours, complex software is never entirely free from security vulnerabilities; and subject to the other provisions of the Agreement, Metavoxx gives no warranty or representation that the Metavoxx Services will be entirely secure.
The Customer acknowledges that, despite all reasonable commercial endeavours, complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of the Agreement, Metavoxx gives no warranty or representation that the Metavoxx Services will be wholly free from defects, errors and bugs.
Except to the extent expressly provided otherwise in the Agreement, Metavoxx does not warrant or represent that the Metavoxx Services or the use of the Metavoxx Services by the Customer will be suitable for the Customer’s purposes, or will provide the Customer with any return on investment, cost saving or other specific result or outcome
Limitations and Exclusions Of Liability
Nothing in the Agreement will limit or exclude:
(a) any liability for fraud or fraudulent misrepresentation; or
(b) any liability in any way that is not permitted under applicable law.
The limitations and exclusions of liability set out in this clause 11 and elsewhere in the Agreement:
(a) are subject to clause 11.1; and
(b) govern all liabilities arising under the Agreement or relating to the subject matter of the Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in the Agreement.
Metavoxx shall not be liable to the Customer in respect of:
(a) any losses arising out of a Force Majeure Event; or
(b) any loss of profits or anticipated savings; or
(c) any loss of revenue or income; or
(d) any loss of use or production; or
(e) any loss of business, contracts or opportunities; or
(f) any loss or corruption of any data, database or software,
whether or not such losses or loss would also fall within clause 11.4.
Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.
Subject to clauses 11.1 to 11.4, the liability of each party to the other party under the Agreement in respect of any event or series of related events shall not exceed the higher of (i) the total amount paid and payable by the Customer to Metavoxx under the Agreement in the 12-month period preceding the commencement of the event or events or (ii) £10,000.
Force Majeure Event
If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Agreement, must:
(a) promptly notify the other; and
(b) inform the other of the period for which it is estimated that such failure or delay will continue.
A party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
Either party may terminate the Agreement immediately by giving written notice of termination to the other party if the other party commits any material breach of the Agreement which, in the case of a breach which is remediable, is not remedied within thirty (30) days of the date on which the other party is given written notice requiring the breach to be remedied.
Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:
(a) the other party is dissolved, ceases to conduct all (or substantially all) of its business, is or becomes unable to pay its debts as they fall due, is or becomes insolvent or is declared insolvent, or convenes a meeting or makes or proposes to make any arrangement or composition with its creditors; or
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any material part of the assets of the other party; or
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement).
Metavoxx may terminate the Agreement at any time by giving thirty (30) days’ notice of termination to the Customer.
Effects Of Termination
Upon the termination of the Agreement, all of the provisions of the Agreement shall cease to have effect, save that the following provisions of the Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): clauses 1, 5, 7, 8, 11, 14, 15, 18, 19, 20, 22 and 23.
The termination of the Agreement shall not affect the accrued rights of either party.
On termination of the Agreement for any reason the Customer must immediately pay to Metavoxx any Charges in respect of Services provided to the Customer before the termination of the Agreement.
The Customer agrees that:
(a) it is the Customer’s responsibility to retrieve a copy of the Customer Data within thirty (30) days of the date on which termination of the Agreement is effective, following which date Metavoxx is entitled to delete the Customer Data without notice; and
(b) if the Customer requests Metavoxx to provide a copy of the Customer Data after the 30-day period referred to in (a), then Metavoxx may (at its entire discretion) agree to do so subject to the Customer paying a data recovery charge not exceeding £100.
Marketing and Publicity
The Customer agrees that Metavoxx may refer to the Customeras being a user of the Metavoxx Services in its marketing materials,press releases, or on its website.
Notices and Consents
Any notice or consent from one party to the other party under the Agreement must be given by email using, in the case of Metavoxx, firstname.lastname@example.org or, in the case of the Customer, the email address set out in the Order.
Metavoxx may subcontract any of its obligations under the Agreement, provided that Metavoxx shall remain responsible to the Customer for the performance of any subcontracted obligations.
The Customer must not assign, transfer or otherwise deal with their contractual rights and/or obligations under the Agreement without the prior written consent of Metavoxx, such consent not to be unreasonably withheld or delayed.
No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.
No waiver of any breach of any provision of the Agreement shall be construed as a further or continuing waiver of any breach of that provision or any other provision of the Agreement.
If a provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.
If any unlawful and/or unenforceable provision of the Agreement would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
The Agreement is for the benefit of the parties, and is not intended to benefit or be enforceable by any third party.
The Agreement may not be varied except in accordance with this clause 22.
Subject to clause 22.3, the Agreement may be varied by means of a written document signed,including by electronic signature, by or on behalf of each party.
Metavoxx may from time to time make changes to the Specification, provided that any such change shall not adversely affect the core functionality of the Metavoxx Services in any material respect.
The Agreement shall constitute the entire agreement between the parties in relation to its subject matter, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement
The provisions of this clause 22 are subject to clause 11.1.
Law and Jurisdiction
The Agreement and all disputes or claims arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
Any disputes relating to the Agreement or its subject matter or formation (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of England.