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:
Website means the website(s) owned and operated by VR Meeting
Limited in connection with the Service.
| 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.
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 ten searches undertaken by the Customer using the
Service shall be free of charge 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 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
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