PARTIES
(1) VR MEETING LIMITED
(Company number 03911353) whose registered office is at 27,
Mortimer Street, London, W1T 3BL. ("VR Meeting"); and
(2) CUSTOMER
[INDIVIDUAL/LIMITED/PLC] ("Customer")
RECITALS
A. VR Meeting are reseller suppliers of this internet based
service designed to track the location of a mobile telephone
using the unique cell ID information available from that
telephone ("the Service").
B. The Service is available in respect
of mobile telephones using the Vodafone, T Mobile, O2 and
Orange networks.
C. The Customer wishes to subscribe
to the Service upon the terms of this Agreement.
IT
IS AGREED as follows:
1. DEFINITIONS
1.1 Unless the context otherwise requires,
the following terms shall have the following meanings in
this Agreement:
Service
|
shall have
the meaning given in Recital A above; |
Charges |
shall include
a subscription fee payable on entry into this Agreement
together with all fees payable for each search undertaken
in connection with the Service; |
End
User |
shall mean
the owner or keeper of a Mobile that is to be Tracked; |
End
User Agreement |
means an
Agreement with an End User in the form set out in the
schedule below; |
Inappropriate |
shall mean
anything that violates the rights of a third party including
but not limited to privacy, publicity, copyright or
patent, and it also applies to material that could reasonably
be interpreted as defamatory or libellous; |
Location |
shall mean
the approximate centre of the cell that is providing
coverage to the Mobile that is being Tracked; |
Location
Request |
means a
request submitted by the Customer to track the Location
of a Mobile; |
Minimum
Credit |
shall mean
£0.20 |
Mobile |
shall mean
the mobile telephone belonging to or kept by an End
User that is to be Tracked; |
Networks |
shall mean
Vodafone, T Mobile, O2 and Orange together with any
other telecommunications network providing access to
the Service; |
Positional
Accuracy |
shall mean
the accuracy within which a Mobile may be Tracked using
the Service; |
Service
Provider |
shall mean
NetProp Ltd |
Track |
shall mean
the process of a locating a Mobile by means if the Service
and Tracked and Tracking shall be construed accordingly; |
Website |
means the website(s) owned and
operated by VR Meeting Limited in connection with the
Service. |
1.2 In this agreement (except where
the context otherwise requires):
1.2.1 any reference to a clause or
schedule is to the clause or schedule of or to this agree-ment
and any reference to a paragraph is to the relevant paragraph
of the clause or schedule in which it appears;
1.2.2 the clause headings are included
for convenience only and shall not affect the interpretation
of this agreement;
1.2.3 use of the singular includes
the plural and vice versa;
1.2.4 use of any gender includes the
other genders;
1.2.5 any reference to "persons" includes
natural persons, firms, partnerships, companies, corporations,
associations, organisations, governments, states, foundations
and trusts (in each case whether or not having separate
legal personality);
1.2.6 any reference to a statute, statutory
provision or subordinate legislation (legislation) shall
(except where the context otherwise requires) be construed
as referring to:
1.2.6.1 such legislation as amended
and in force from time to time and to any legislation which
(either with or without modification) re-enacts, consolidates
or enacts in rewritten form any such legislation; and
1.2.6.2 any former legislation which
it re-enacts, consolidates or enacts in rewritten form.
2. SERVICE
TO BE SUPPLIED
2.1 In consideration of payment by
the Customer of the Charges VR Meeting agrees to resell
this Service.
2.2 By agreeing to subscribe to the
Services Customer agrees that the Networks may provide the
location information of the Mobile to VR Meeting whenever
VR Meeting seek to locate the End User.
2.3 Location Services are designed
to locate the phone of another person. For the service to
work, the phone has to be switched on and within network
coverage. Location services aimed at children are intended
to complement, not be a substitute for, normal parental
supervision. They give information about the location of
a child's phone and, in conjunction with other types of
communication, such as phoning or texting, can help parents
keep in touch with their children.
3. OBLIGATION
OF CUSTOMERS
3.1 The Customer agrees to comply with
the terms of this Agreement at all times in relation to
its use of the Service.
3.2 The code name and personal identification
number issued to the Customer are personal to the Customer
and Customer shall not to disclose the same to a third party
or to allow a third party to use the Service using the Customer¡¦s
subscriber information.
3.3 The Customer shall provide to VR
Meeting contact details for all End Users that the Customer
intends to Track using the Service.
3.4 The Customer shall not submit any
Location Requests in respect of any End User unless and
until that End User has agreed to be tracked.
3.5 The Customer warrants that they
are over 16 years of age.
3.6 The Customer acknowledges that
Positional Accuracy is a function of the density of mobile
phone masts and/or cell IDs in any particular area and therefore
Positional Accuracy is better when Mobiles being Tracked
are located in urban areas as opposed to rural areas.
3.7 In the event that the Customer
wishes to make Location requests in respect of its employees
the Customer warrants that in all employment contracts and/or
terms and conditions of service with such employees it has
obtained the consent of such employees to be Tracked.
3.8 The Customer shall indemnify VR
Meeting against all loss, damages, costs and expenses awarded
against or incurred by VR Meeting as a result of:
3.8.1 any claim by an End User that
VR Meeting has Tracked that End User without End User¡¦s
consent; or
3.8.2 any improper use by Customer
of the Service; or
3.8.3 otherwise arising out of conduct
of Customer in using the Services or the provision of the
Service by VR Meeting in accordance with information provided
by the Customer and the Customer shall give to
VR Meeting all reasonable assistance
for the purposes of any such proceedings or negotiations.
4. OBLIGATIONS
OF VR MEETING
VR Meeting shall:
4.1 resell the Service in accordance
with VR Meeting¡¦s current information published
on the Website or other published literature relating to
the Service from time to time, subject to the terms of this
Agreement;
4.2 on receipt of the Customer¡¦s
completed registration details (including details of Customer¡¦s
chosen payment method for not less than the Minimum Credit
to Customer¡¦s account), pass this information
to the Service Provider who allocates the Customer a unique
code name and personal identification number and opens an
account in the name of the Customer;
4.3 provide support via a telephone
helpline or the Website to Customer in connection with the
Services during normal business hours on any working day
in the United Kingdom;
4.4 operate a complaints handling service
for the benefit of End Users details of which shall be made
available to all End Users agreeing to be Tracked and shall
deal with all complaints raised by End Users promptly; and
4.5 ensure that Services are not Inappropriate.
5. THIRD
PARTY CONCENTS
5.1 VR Meeting will advise the Service
Provider to contact all End Users directly to obtain their
consent to be Tracked.
5.2 VR Meeting shall comply with all
requests submitted by End Users to withdraw from the Service
and shall notify the Service Provider of such withdrawal
within 5 working days of receipt of the same.
5.3 VR Meeting shall not sell or otherwise
make available any personal data concerning either End Users
or the Customer without prior consent of the individual
concerned and in any event shall not transfer such data
outside the European Union.
6. CANCELLATION
RIGHTS
6.1 Customer acknowledges that End
Users shall have the right to cancel any End User Agreement
at any time and that VR Meeting shall be bound to comply
with any such cancellation with immediate effect and will
advise the Service Provider accordingly.
7. COSTS/PAYMENTS
7.1 The Customer shall pay to VR Meeting
a subscription fee as specified at the time on the website
for the use of this service.
7.2 The first included searches undertaken
by the Customer using the Service shall be used with 6 months
and thereafter the Customer shall purchase credits for each
individual search that it wishes to undertake using the
Service. Credits shall be purchased by credit or debit card
via the Website and the Customer shall not be able to access
and use the Service until the subscription fee referred
to above has been paid and the Customer has purchased credits
to stand to the account of the Customer in the records of
VR Meeting.
7.3 The Customer¡¦s account
with VR Meeting shall be debited by one credit for every
request to track an End User that is processed by VR Meeting,
whether or not the Service is able to track the End User
in question at the time of the requested search.
7.4 All charges are exclusive of VAT.
8. LIABILITY
8.1 VR Meeting shall not be liable
to the Customer-
8.1.1 in the event that an End User
withdraws his consent to be Tracked at any time;
8.1.2 for the Positional Accuracy of
any search results generated by Tracking a Mobile; or
8.1.3 for any failure in any Network
which results in a Location Request not revealing the Location
of any End User.
8.2 VR Meeting¡¦s aggregate
liability under any one claim or under the total of all
claims arising from any one act or default of VR Meeting
howsoever such claim or claims arise (be it by negligence,
breach of contract, misrepresentation or otherwise) shall
in no circumstances exceed the cost of the service provided.
8.3 VR Meeting shall not have any liability
to the Customer unless a claim is brought within 6 months
of the date the Customer was or ought to have been aware
of the circumstances giving rise to the claim.
8.4 VR Meeting shall not be liable
to the Customer by reason of any representation (other than
a fraudulent representation) or any implied warranty, condition
or other term, or any duty at common law, or under the express
terms of this Agreement, for any consequential loss or damage,
loss of profit, goodwill or reputation, costs, expenses
or other claims for consequential compensation whatsoever
which arise out of or in connection with the supply of the
Service except as expressly provided in this Agreement.
9. TERM
& TERMINATION
9.1 This Agreement shall come into
force on the date upon which it is accepted by both parties
and it shall continue in force until terminated by either
party giving to the other notice in writing as follows:
9.1.1 the Customer shall be entitled
to withdraw from the Service at any time and with immediate
effect; and
9.1.2 VR Meeting shall be entitled
to discontinue the Service at any time by serving not less
than three months notice upon the Customer.
9.1.3 No refund for any unused subscriptions
will be made.
9.2 Notwithstanding the provisions
of clause 9.1 above VR Meeting shall be entitled to terminate
this Agreement forthwith on giving notice in writing to
the Customer if:
9.2.1 the Customer commits any material
breach of any term of this Agreement and (in the case of
a breach capable of being remedied) shall have failed, within
30 days after the receipt of a request in writing from VR
Meeting so to do, to remedy the breach (such request to
contain a warning of VR Meeting¡¦s intention
to terminate); or
9.2.2 the Customer shall have a receiver
or administrative receiver appointed of it or over any part
of its undertaking or assets or shall pass a resolution
for winding up (otherwise than for the purpose of a bona
fide scheme of solvent amalgamation or reconstruction) or
a court of competent jurisdiction shall make an order to
that effect or if the Customer shall enter into any voluntary
arrangement with its creditors or shall become subject to
an administration order or ceases or threatens to cease
to carry on business or shall suffer any similar proceeding
or action under the laws of any jurisdiction.
9.3 The Customer may apply in writing
to VR Meeting to extend the term of this Agreement beyond
the initial term. Such application shall be served upon
VR Meeting no later that six weeks before the date upon
which this Agreement would otherwise expire and shall be
accompanied by the appropriate renewal subscription fee
for each Mobile to be Tracked.
10. EFFECT
OF TERMINATION OF THIS AGREEMENT
10.1 Any termination of this Agreement
shall be without prejudice to any other rights or remedies
a party may be entitled to under this Agreement or at law
and shall not affect any accrued rights or liabilities of
either party nor the coming into or continuance in force
of any provision hereof which is expressly or by implication
intended to come into or continue in force on or after such
termination.
10.2 Upon termination of this Agreement
VR Meeting will:
10.2.1 cease the provision of the Service;
10.2.2 notify the Service Provider
to contact all End Users that their respective End User
Agreements have expired.
11. CONFIDENTIALITY
11.1 Each Party to this Agreement shall
keep strictly confidential the terms and conditions of this
Agreement (including information set out in the Schedule
and including all such information as may be amended or
supplemented from time to time during the continuance of
this Agreement) and all such other information concerning
the business, finances, or affairs of the other party which
is described by the party providing the information or which,
by its nature, should be assumed to be confidential, to
include the identity and Location of End Users. Such information
shall not be disclosed to any third party other than the
employees or agents of the party concerned on a need to
know basis. Further, it is agreed by the parties that each
shall use its reasonable endeavors to procure that its employees
and agents act in a manner consistent with the obligation
of confidentiality set out herein.
11.2 Either Party may disclose the
information which would otherwise be confidential if and to
the extent that: 11.2.1 it
is required by law;
11.2.2 it is information which has
come into the public domain through no fault of the party
receiving the information;
11.2.3 the other party has given prior
written approval to the disclosure provided that the party
disclosing the information under this Clause 11.2 shall
notify the other party as soon as reasonable of its intention
to disclose the information or of the fact that it has had
to disclose the information.
12. FORCE
MAJEURE
12.1 A party will be excused from performance
of its obligations under this Agreement (other than payment
of the Charges) if and to the extent that such performance
is hindered or prevented directly or indirectly by reason
of any strike, lock-out, labour disturbance, government
action, riot, armed conflict, accident, unavailability or
breakdown of normal means of transport, interruption in
power supply or telecommunications or defective computer
equipment, Act of God or any other matter whatsoever beyond
its control (having acted reasonably and prudently).
13. NOTICES
13.1 Any notice, request, instruction
or other document to be given by a party hereunder shall
be delivered by hand, sent by pre-paid first class post,
or by facsimile or e-mail transmission to the recipient's
usual fax number or e-mail address or such other address,
fax number or e-mail address which may be notified by that
party in accordance with this Clause 13.1.
13.2 Unless proved otherwise, a notice
shall be deemed to have been received if delivered by hand,
at the time of delivery; if sent by facsimile or e-mail
during the business day of transmission as long as the sender
can show satisfactory transmission; and if sent by post,
48 hours after posting.
14. GENERAL
14.1 This Agreement constitutes the
whole agreement and understanding of the parties and supersedes
all prior agreements, representations (other than fraudulent
representations), arrangements and understandings in relation
to its subject matter and no addition or modification to
its terms shall form part of this Agreement unless expressly
accepted in writing by an authorised representative on behalf
of each party.
14.2 A person who is not a party to
this Agreement has no right under the Contracts (Rights
of Third Parties) Act 1999 to enforce any term of this Agreement
but this does not affect any right or remedy of a third
party which exists or is available apart from that Act.
14.3 The Customer shall not assign,
transfer, sub-contract, delegate or in any way dispose of
its rights and/or obligations under this Agreement without
the prior written consent of VR Meeting. The Customer acknowledges
that VR Meeting may assign sub-contract or delegate any
of its rights and/or obligations under this Agreement provided
that any act or omission of any sub-contractor or delegate
shall be deemed to be an act or omission of VR Meeting.
14.4 If any provision of this Agreement
is held by any court or other competent authority to be
invalid or unenforceable in whole or part, the validity
of the other provisions of this Agreement and the remainder
of the provision in question shall not be affected thereby.
14.5 No waiver by VR Meeting of any
breach of this Agreement by the Customer shall be considered
as a waiver of any subsequent breach of the same or any
other provision.
14.6 This Agreement shall be governed
by the laws of England and any dispute arising out of or
in connection with it shall be determined by the non-exclusive
jurisdiction of the English Courts.
15. PRIVACY
POLICY STATEMENT
15.1 VR Meeting will not collect any
personal data other than the use of cookies (see www.aboutcookies.org
for more details about cookies) from End Users for pages
on this Website which are controlled by VR Meeting. The
Website contains links and as such VR Meeting cannot be
held responsible for the privacy practices or the content
of any of the pages related to the Service Provider or any
other external links.
15.2 VR Meeting reserves the right
to amend its prevailing Privacy Policy Statement at any
time and will place any such amendments on this Website.
This Privacy Policy Statement is not intended to, nor does
it, create any contractual or legal rights on VR Meeting
in respect of any other party or on behalf of any party.
15.3. Any personal data which the End
User gives to VR Meeting or the Service Provider will be
used solely for the purpose of providing the Services that
the End User has requested. We undertake to not sell, trade or rent your personal information and endeavour to treat it with the utmost confidentiality. The only circumstances in which personal details will be disclosed are when:
i) required to do so by law
ii) where consent is given for us to do so by yourself, and we may therefore pass on information about products and promotions which we deem would be of interest to you.
15.4 An End User may have the right
on payment of a reasonable fee to request access to and
correction of personal data held by us or the Service Provider
© ALL RIGHTS RESERVED |