TERMS AND CONDITIONS – Business Environment Virtual Desktop Service
Please read carefully the following terms and conditions (‘these Terms’) for the use of the Business Environment Ltd (‘BE’) on-line virtual desktop service (‘the Service’). Before you can use the Service, you must agree to be legally bound by these Terms. You can print off these Terms, or store them on your computer, for future reference. These Terms may be updated by BE from time to time without notice to you. You should review the BE website periodically for changes to these Terms.
1.1 In these Terms:
‘BE’ means Business Environment Ltd, incorporated in England and Wales under registered number Company No. 05729231 Emerald House East Street, Epsom Surrey, KT17 1HS ‘BE’s Licensors’ means any person who has granted a licence to BE in respect of any part of the Service;
‘Contract’ means the contract for the provision of the Service to You on the basis of these Terms;
‘Customer Data’ means the proprietary data supplied by You pursuant to the provision of the Service;
‘DPA’ means the Data Protection Act 1998, and all regulations under that Act and codes of practice and guidance issued by the Information Commissioner;
‘Effective Date’ means the date on which the Contract comes into force;
‘Information’ means any information, data or materials supplied through the Service excluding any Customer Data;
‘Service’ means the BE on-line virtual desktop service, further details of which are set out on the Site, as varied from time to time;
‘Site’ means BE’s website at https://www.beoffices.com, or any other site used by BE from time to time for the provision of the Service;
‘Standard Charge’ means BE’s standard charge for supply of the Service, as set out on the Site and supplied via BE’s quote to You or as varied from time to time;
‘Territory’ means the United Kingdom of Great Britain and Northern Ireland;
‘Month’ means each period of four (4) weeks beginning on or after the Effective Date; and
‘You’ (or ‘Your’) means the person for whom BE has agreed to provide the Service in accordance with these Terms, and includes any individual who uses the Service on behalf of that person.
1.2 In these Terms, unless otherwise stated:
(a) a reference to a statute or statutory provision includes that statute or provision as amended, extended, re-enacted or consolidated from time to time and all statutory instruments or orders made under it;
(b) words denoting the singular include the plural and vice versa, words denoting one gender include the others, and words denoting persons include firms, corporations or other legal entities;
(c) ‘these Terms’ means the terms and conditions set out in this document, as amended or extended from time to time; and
(d) ‘writing’ or any similar expression includes a communication by fax or e-mail, but not text message or similar means.
1.3 The headings in these Terms are for convenience only and shall not affect their interpretation.
2.1 To use the Service, You must first complete the registration process on the Site.
2.2 If You register with the Site on behalf of another individual, firm, company or other person, You must ensure that the other person is aware of and agrees to these Terms, and You warrant that You have done so and are authorised to bind that other person. As part of the registration process, You may designate one or more other individuals who are authorised to use the Service on behalf of that other person.
2.3 In order to access the Service, You will be required to enter the username and password You selected during the registration process.
2.4 You may change Your password at any time. You are responsible for the security and proper use of all passwords and must take all necessary steps to ensure that all passwords are kept confidential, and are used properly and not disclosed to unauthorised people.
2.5 You must inform BE immediately if You have any reason to believe that any password has become known to someone not authorised to use it or if any password is being or likely to be used in an unauthorised way. BE will not be liable if passwords are disclosed or used improperly.
2.6 If BE has reason to believe that there is likely to be a breach of security or misuse of the Service, BE may change any or all of Your passwords and notify You accordingly.
2.7 If You forget any password, You will be given a new password once You contact BE and satisfy the security checks which BE operates.
2.8 You confirm that all the information supplied by You during the registration process is true, complete and accurate in all respects. You agree to notify BE immediately of any changes to Your registration information. If BE believes that You have provided false information or that You have intentionally failed to notify BE of any changes to this information, BE reserves the right to terminate Your access to the Service immediately and without notice.
3.1 BE will provide the Service to You as from the Effective Date, subject to these Terms.
3.2 BE hereby grants to You a non-exclusive licence to use the Service and the Information only for the purposes of Your business of which You have notified BE as part of the registration process.
3.3 The Information which You can obtain through the Service and the form in which it can be supplied are as shown on the Site from time to time.
3.4 You are entitled to store the Information in electronic form on Your own computer system but are not permitted to publish, re-supply, resell, reproduce, upload, transmit, license, distribute or otherwise make available the Information or the Service or any part of it, except as expressly permitted by these Terms.
3.5 You must not adapt or convert or authorise others to adapt or convert the Information or any part of the Information into any other form.
3.6 You must comply with all applicable laws and regulations in using the Services and the Information.
3.7 In particular (but without limitation) You are responsible for ensuring that that You have an up to date and complete notification in force under the DPA.
3.8 It is Your responsibility to ensure that:
3.8.1 Your computer hardware and software, networking, telecommunications systems, Internet access, e-mail and all other necessary facilities have the necessary functionality and are in proper working order, and You have all necessary consents and licences to use the Service, other than those provided by BE as part of the Service; and
3.8.2 You have in place all necessary industry standard safeguards to restrict third party access to the Information and the Service.
3.9 BE reserves the right to make changes to the Site and the Service from time to time without notice to You where necessary.
4.1 In consideration of the supply of the Service and the right to use the Information, You agree to pay to BE the Standard Charge of £45.00 PCM unless agreed otherwise in writing with BE.
4.2 BE will, at its sole discretion; be entitled to vary the Standard Charge from time to time without notice to You.
4.3 All payments under the Contract are exclusive of any VAT, for which You shall be additionally liable, subject to receipt of an appropriate invoice from BE.
4.4 Payment of BE’s charges to You for the use of the Service must be made using the BACS direct debit system, or as otherwise agreed with You. It is Your responsibility to make the necessary arrangements to enable payment to be made, prior to the commencement of the Service. Further details are set out on the Site
4.5 Business Environment will:
4.5.1 issue to You by electronic means an invoice for the Standard Charge for the provision of the Service in respect of each Month; and
4.5.2 unless otherwise agreed with You, draw down from Your bank account by direct debit within a further period of fourteen (14) days from the end of that Month the total amount shown due by the invoice, in accordance with the arrangements agreed by You with Business Environment.
4.6 If the Service is provided for a period of less than one Month You will be charged the pro rata rate for the duration of the provision of the Service based on the Standard Charge.
4.7 Time for payment of any sum due under the Contract is of the essence of the Contract. If You do not pay in full by the due date any sum payable under the Contract, BE shall be entitled, without limiting any other right or remedy it may have, to suspend or, at BE’s option, to terminate the Contract.
4.8 BE shall be entitled to charge interest on late payments in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended).
RIGHTS IN THE INFORMATION AND CUSTOMER DATA
5.1 Except as expressly provided in these Terms, BE reserves to itself and BE’s Licensors the entire worldwide copyright, database right and all other intellectual property and other rights, title and interest (‘Rights’) in and to the Site, Service and the Information.
5.2 You shall at BE’s request and expense do all acts and things and execute all documents, deeds and instruments which are reasonably necessary for the protection and enforcement of BE’s (and Business Environment’s Licensors’) Rights in and to the Service and the Information, and You shall not do or permit to be done anything that will or might bring such Rights into question.
5.3 You must not remove any copyright, database right, trade mark or other proprietary marking on the Site or on any Information or any part of the Service.
5.4 You must comply with all applicable laws and regulations with respect to Your activities under this Contract.
5.5 You will own all rights, title and interest in and to all of the Customer Data and will have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.6 BE will follow its standard archiving procedures for Customer Data. Data is mirrored between servers and replicated over 3 ISO9001 compliant data centre facilities. In the event of any loss or damage to Customer Data, Your sole and exclusive remedy will be for BE to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by VESK/BE in accordance with VESK’s/BE standard archiving procedure. VESK/BE will not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except third parties sub-contracted by VESK/BE to perform services related to Customer Data maintenance and back-up).
5.7 For the purposes of the DPA the data controller is [ ] of [ ] and VESK’s/BE nominated representative is [ ].
5.8 In the event of VESK’s insolvency VESK/BE has obtained an undertaking from C4L data centre, an independent Ltd company, to provide You with the most up to date back up of Your data available.
Warranties AND LIABILITY
6.1 VESK/BE warrants that:
6.1.1 it is free to enter into the Contract;
6.1.2 it will use reasonable skill and care to provide the Service; and
6.1.3 it has used reasonable endeavours to ensure that, subject to Your complying with the terms of the Contract, the use by You of the Service and the Information will not infringe the copyright, database or other rights in the Territory of any other person.
6.2 The Service and the Information are provided by VESK/BE on an “As Is” and “As Available” basis. VESK/BE uses its reasonable endeavours to ensure that the Service is provided on a continuous basis so as to provide 99.9% uptime (apart from periods of scheduled maintenance, which will be notified to You), but VESK/BE does not warrant that the Service will be uninterrupted or free from error.
6.3 VESK/BE shall not be liable for any interruptions, faults, interferences, delays, errors or omissions of any kind in or to the Service or the Information or for any loss or damage (whether direct, indirect or consequential) sustained by the You or Your customers or clients arising from:
6.3.1 any failure of Your computer hardware and software, networking, telecommunications systems, or other facilities;
6.3.2 any information or instructions supplied by You which are incomplete, incorrect, inaccurate, illegible, out of sequence, or in the wrong form, or arising from their late arrival or non-arrival or any other fault of You; or
6.3.3 any cause beyond the reasonable control of VESK/BE.
6.4 VESK/BE shall have no liability to You if the Service is used otherwise than in accordance with these Terms.
6.5 You acknowledge that the Service and the Information is derived from a number of sources including public records and that use of the Service and the Information requires skill, expertise and judgement on Your part. Any representation, warranty or condition whatsoever as to the quality or fitness for a particular purpose of the Service or that the Information is up to date, complete or accurate, is expressly excluded, and VESK/BE shall have no liability or responsibility for any action or inaction on Your part or on that of any other party including without limitation any of Your customers or clients which is based (either in whole or in part) on the Service or the Information.
6.6 To the fullest extent permitted by applicable laws, and except in respect of death or personal injury arising from VESK’s/BE negligence, VESK/BE hereby excludes all liability to You (whether arising in contract or tort including negligence or breach of any statutory duty or otherwise) for any loss of profits, loss of revenue, loss of data, or loss of contracts, or for any indirect, incidental or consequential loss or damage of any kind whatsoever with respect to the Service and the Information, whether or not the possibility of such loss or damage has been notified to VESK/BE
6.7 In any event VESK’s/BE total liability to You (whether arising in contract or tort including negligence or breach of any statutory duty or otherwise) howsoever arising under or in connection with the Contract or the provision or non-provision of the Service shall not exceed in aggregate the sum of £1,000,000 per claim.
6.8 In no event will You have any claim against any of /BE’s Licensors in relation to the Service or the Information.
6.9 You acknowledge that the provisions of the Contract including the foregoing limitations and exclusions of liability are reasonable in all the circumstances.
7.1 The term of the Contract shall commence on the Effective Date and shall continue until terminated in accordance with the following provisions.
7.2 VESK/BE may terminate the Contract and the provision of the Service at any time by giving not less than seven (7) days’ written notice to You.
7.3 You may forthwith terminate the Contract at any time by giving written notice to BE.
7.4 BE may forthwith terminate the Contract by giving written notice to You if You cease to be qualified to use the Service in accordance with clause 3.3, or commit any material or persistent breach of the Contract, or if You becomes bankrupt or insolvent, make a voluntary arrangement with Your creditors, have a receiver, administrative receiver, administrator or similar official appointed, or if You are made subject to a winding up order, or go into liquidation.
7.5 On termination of the Contract for any reason:
7.5.1 BE will cease to provide the Service to You;
7.5.2 BE will provide You with the most recent back up of Your Customer Data at Your expense; and
7.5.3 You will remain liable for any charges that have fallen due and remain unpaid.
8.1 BE may assign its rights under the Contract to any person and upon any such assignment BE will be relieved of any further obligation under the Contract, but the Contract is personal to You and may not be assigned by You.
8.2 Nothing in the Contract shall constitute or be deemed to constitute a partnership between BE and You or create or be deemed to create a relationship of principal and agent between BE and You.
8.3 BE’s failure to exercise any particular right or provision of these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by BE to You in writing.
8.4 A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to rely upon or enforce any term of the Contract, except as provided in clauses 5.1, 5.2 and 6.8.
8.5 The Contract shall be construed in accordance with and governed by the laws of England and Wales. You irrevocably agree to submit to the exclusive jurisdiction of the English Courts, and waive any right to object to that jurisdiction on the grounds that it is an inconvenient forum or otherwise, but for the benefit of BE, it is agreed that BE may take legal proceedings in any appropriate jurisdiction.
8.6 The Contract (together with the details of the Service on the Site) contains the entire agreement between the parties with respect to its subject matter, to the exclusion of any other terms or conditions which You may put forward, and may not be modified except by an instrument in writing signed by the duly authorised representatives of BE and You.
8.7 You acknowledge that, in entering into the Contract, You do not do so in consideration of or in reliance on any representation, warranty or other provision except as expressly provided in the Contract and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law, but nothing in the Contract shall affect the liability of either party for fraudulent misrepresentation.
8.8 If any provision of the Contract is held by any Court or other competent authority to be invalid or unenforceable in whole or in part, the Contract shall continue to be valid as to its other provisions and the remainder of the affected provision.
8.9 Any notice to be given under the Contract shall be in the English language and sent by personal delivery, first class post, e-mail (firstname.lastname@example.org) or fax to BE at its registered office, or to You at the address given by You as part of the registration process, unless a change of such address has been notified in writing to BE or You as appropriate.
8.10 Notices sent by personal delivery or fax will be deemed received no later than the time of delivery or transmission and notices sent by registered post shall be deemed received on the second working day following despatch, Saturdays, Sundays and Public Holidays in each case excepted. A notice will not be valid if given by text message or similar means.