Videoloft Partner Terms of Service
These Terms of Service are relevant to you as a Videoloft Partner, this is the End User Terms of Service which applies to any customers that you set up with the Videoloft service.
Videoloft Partners classed as professional CCTV installers, integrators or dealers (those selling directly to end users) will have a co-branded version of the Videoloft software and a customer portal to manage end users.
Videoloft will provide necessary documentation and training to Partners.
Videoloft is not responsible for service issues outside its control but offers email technical support with a 48-hour turnaround.
If the Partner is handling their end customer billing themselves and paying Videoloft the tradelist price for each plan, this will be paid by the Partner monthly within 30 days of invoice whether or not the end user has paid. Charges may change with 14 days notice but the Partner can terminate if unhappy. Videoloft may charge interest if payments are late.
The Partner will, while a Partner and for 12 months afterwards, not offer competing services, will be clear with end users about its status, will respect Videoloft’s intellectual property, branding, sales rules and directions, will report progress to Videoloft, and will be the sole point of contact with end users on all operational matters.
The Partner will comply with its obligations under applicable privacy and data protection laws and cover Videoloft for any claims or liabilities.
Except for things which can’t be limited, each party’s liability is limited to 12 months’ aggregate charges and neither party is liable for indirect or consequential losses.
The Partner will cover Videoloft for any claims or liabilities under this contract or an end user contract. Videoloft will cover the Partner for any third party intellectual property infringement claims.
Both parties will keep the other’s confidential information private and not release it to third parties with limited exceptions.
The contract can be terminated if either party commits a serious breach that is not fixed or is subject to an insolvency event. Non-fault termination is also available upon a specified notice period following the end of the stated minimum term.Following termination, the Partner must cease use of the service and return or destroy any Videoloft supplied data.
Neither party is responsible for matters outside its reasonable control.
The contract is interpreted under English law and the English courts will rule on any dispute.
Full partner agreement
- Videoloft Systems Limited whose registered office is at 18C Mallams Court, 18 Park Drive, Milton Park, Abingdon, Oxfordshire, OX14 4RP (and, where the context permits, its officers, consultants, employees, authorised agents, contractors, sub-contractors, successors and assigns) (“Videoloft”); and
- The Partner identified as such on the Partner Account created by the Partner in order to refer the Services to its end customers (the “Partner”)
- Videoloft is in the business of providing proprietary cloud video monitoring software and proposes extending the market for the same.
- The Partner is in the business of installing professional CCTV cameras to customers and end users.
- Videoloft has integrated its software with a range of professional CCTV cameras and has agreed to grant to the Partner, and the Partner has agreed to accept, the right to market the integrated products and services in accordance with the terms and subject to the conditions herein contained and Videoloft and Partner agree as follows:
1. Definitions and Interpretation
- In this Agreement, unless the context otherwise requires, the following phrases shall bear the following meanings:
“Charges” The charges payable by Partner to Videoloft, as specified in Clause 6 and Schedule 3 hereto “Commencement Date” The date on which the Partner creates a Partner Account “Customer” customer(s) or End Users of the Partner who receive the Services “Customer Contract” a binding agreement for the provision of Services between the Partner and a Customer “End User” the end customer(s) who wishes to access and/or use the Services from time to time “Installer” a Partner that installs Services for and contracts directly with End Users “Order” An order for the Services by the Partner, in accordance with Videoloft’s standard terms and processes, as may be amended by Videoloft from time to time, including electronic orders submitted via the Videoloft software or portal “Partner Account” A Videoloft Partner Portal account created by the Partner “Recurring Monthly Revenue (RMR)” The recurring monthly revenue from all monthly subscription plans for the Services set up for End Users “Services” the Videoloftprietary cloud video monitoring software that is bundled or compatible with certain professional CCTV cameras, as further described in Schedule 2 “Term” the term of this Agreement, as specified in Clause 3 “Territory” the country or countries in which the parties have agreed that the Partner may provide the Services to its End Users
- Reference to the parties, Clauses and Schedule are respectively to the parties, Clauses and Schedule of and to this Agreement.
2. Appointment of Partner and Provision of Services
- Videoloft hereby appoints the Partner and the Partner hereby agrees to act as a non-exclusive Partner to market the Services to Customers in the Territory during the continuance of this Agreement.
- Pursuant to such appointment, the Partner shall identify potential Customers, solicit requests from such Customers to be supplied with Services and enter into negotiations with such potential Customers with a view to concluding a Customer Contract.
3. Term of Agreement and Orders
- This Agreement shall take effect on the Commencement Date notwithstanding the date of acceptance hereof and shall continue for the minimum term of any Services ordered referred to in Clause 3.2 and the notice period specified in Clause 13.3, unless terminated earlier by either party in accordance with the provisions of this Agreement.
- Any minimum term of any Services ordered will be set out in the Order and in default of the same will be 36 months from the Order date.
4. Videoloft’s Obligations
- make the Services available to the Partner for referral to Customers during the Term on the terms and conditions of this Agreement and in accordance with the relevant accepted Order;
- Videoloft will:
- ensure that the Services contain a co-branded version of the Videoloft software that will display any Partner’s branding and contact details alongside the Videoloft Pro branding;
- provide a portal where the Partner can manage its End Users;
- furnish the Partner with one reproducible copy of all information which Videoloft deems necessary for the Partner to use in marketing the Services within the Territory. The Partner may brand such marketing information in accordance with the marketing guidelines provided by Videoloft to the Partner from time to time;
- keep the Partner informed of any changes, additions or modifications to such information that has an effect on the operation, cost or performance of the Services;
- make available training to the Partner at its sole discretion as it considers necessary and desirable at times and places to be agreed between the parties. The Partner shall ensure that all of its employees shall be trained in accordance with Videoloft’s training requirements from time to time and in such manner as to enable the Partner to perform its obligations hereunder.
5. Service Limits
- Videoloft shall have no responsibility for failure of the Services as a result of any defect in Customer or Partner equipment or any third camera, hardware or system. Videoloft does not warrant that the Services will be continuous or fault free and takes no responsibility for the failure or malfunction of any third party equipment, infrastructure, technology, hardware or software.
- Videoloft shall be entitled to interrupt the availability of the Services where necessary for operational testing, maintenance, monitoring, preventive or curative repair and/or where necessary in Videoloft’s reasonable opinion to preserve the overall quality of the Services in the short, medium or long term.
- Videoloft shall be entitled to interrupt the availability of the Services if the Partner is in material breach of its material obligations hereunder.
- Videoloft will provide technical support to the Partner via email with a turnaround time of 48 hours and shall use reasonable endeavours to correct as soon as is reasonably practicable any fault in any Services notified by the Partner. For the purposes of this Clause 5, a fault shall be deemed to have commenced upon its notification to Videoloft.
- For the purposes of this Clause 5, a fault shall not be deemed to have occurred where such fault is attributable to the act or omission of the Partner, the Customer, force majeure events, suspension of the Services pursuant to this Clause 5 or the circumstances set out in Clause 5.1.
- The Partner shall pay all reasonable costs incurred by Videoloft in investigating and remedying any fault, which is attributable to the negligence, act, omission, breach, or fault of the Partner, its agents, Customers or End Users or the failure or malfunction of any third party equipment, infrastructure, technology, hardware or software.
- In consideration of the provision of the Services by Videoloft, the Charges set out in this Clause 6 and Schedule 3 will apply.
- The Partner can choose from two payment options:
- The Partner will enter the End User price in the Partner Portal, Videoloft will charge the Customer for the recurring subscription payments, and Videoloft will pay the Partner the agreed commission (minus transaction fees); or
- Trade list pricing will be provided by Videoloft to the Partner. Videoloft will issue, and the Partner will pay, a monthly invoice in respect of the aggregate value of all subscription plans sold to Customers, and such Charges will be payable in full and without set off irrespective of whether the Partner has received payment from the Customer.
- Videoloft shall be entitled to revise the Charges upon 14 days written notification. Any increase or decrease shall become effective 14 days after the date of such notice. Where the Partner does not wish to accept any increased level of Charges, it may serve written notice of termination on Videoloft, such termination to take effect 60 days from the date of such Partner notice, and subject to payment by the Partner of all accrued Charges up to the effective date of termination.
- All Charges shall be paid within 30 days of the invoice date. Videoloft will render a final account in respect of all remaining payments due no later than one calendar month after termination of this Agreement specifying all such amounts due.
- All amounts payable hereunder are exclusive of VAT and any other applicable sales tax or duty, which will be invoiced at the prevailing rate.
- Interest will accrue on overdue invoices from the due date until payment (whether before or after judgement) at an annual rate of 2 per cent above the Barclays Bank base rate in the UK.
7. Enhancements and Modifications
- Videoloft will notify the Partner of any developments that may affect the operation, performance or cost of the Services. Videoloft reserves the right to introduce any substitute services which will fulfil the same function as that which it replaces.
8. Undertakings by the Partner
- The Partner undertakes and agrees with Videoloft that it will at all times during the continuance in force of this Agreement and in respect of sub-Clause 8.1.2 below for a period of 12 months following termination hereof observe and perform the terms and conditions set out in this Agreement and in particular will:
- use at all times its best endeavours to promote and extend the market for the Services to all potential Customers, provide its marketing services hereunder to the best of its skill and ability and increase the goodwill of Videoloft and facilitate and maximise sales of the Services in the Territory and not engage in any conduct which in the opinion of Videoloft is prejudicial to Videoloft or the marketing of the Service;
- in all correspondence and other dealings relating directly or indirectly to the supply of the Services, clearly indicate that it is acting as Videoloft’s Partner and not as author or developer of the Services and will not hold itself out as being an agent or employee of Videoloft;
- not incur any liability on behalf of Videoloft or in any way pledge or purport to pledge Videoloft’s credit, without Videoloft’s prior written consent;
- at all times comply with such sales rules as may from time to time be communicated by Videoloft;
- immediately bring to the attention of Videoloft any improper or wrongful use of Videoloft’s trade marks, emblems, designs, models or other similar industrial, intellectual or commercial property rights which come to the notice of the Partner and will in the performance of its duties under this Agreement use every effort to safeguard the property rights and interests of Videoloft and will at the request and cost of Videoloft take all steps required by Videoloft to defend such rights;
- promptly bring to the attention of Videoloft any information received by the Partner which is likely to be of interest, use or benefit to Videoloft in relation to the marketing, sale and/or support of the Services;
- from time to time on request by Videoloft, supply to Videoloft reports, returns and other information relating to sales and prospects, Customers and End Users;
- observe all directions and instructions given to it by Videoloft and in the absence of any such directions or instructions in relation to any particular matter, will act in such manner as it reasonably considers to be most beneficial to Videoloft’s interests;
- be responsible for obtaining all licences, permits and approvals which are necessary for the performance of its obligations herein and comply with all applicable laws and regulations relating to the same, including without limitation all data protection laws and all laws conferring rights on employees; and
- not enter into Customers Contracts outside of the Territory without the prior written permission by Videoloft, such permission to be given on a case-by-case basis;
- on all copies made of information provided by Videoloft under Clause 4.3, faithfully reproduce the copyright symbol, legend or clause or, in the absence of same, insert the copyright symbol of and name of Videoloft;
- be the sole point of contact for the End User in relation to any aspect of the Services, for example, setting up the camera, invoicing, technical support and ongoing maintenance.
- For the avoidance of doubt, any costs and expenses of the Partner shall not be considered to have been incurred or borne at the request of Videoloft without the express written authorisation of Videoloft to that effect.
9. Warranties and Indemnity
- Each of Videoloft and the Partner warrants to the other that it has the full corporate right, power and authority to enter into this Agreement and the execution of this Agreement and the performance of its obligations and duties hereunder do not and will not violate any agreement to which it is a party.
- The Partner has obligations in relation to its employees, Customers, End Users, suppliers and other individuals under applicable privacy and data protection laws in the Territory (“Data Laws”) as a result of the Partner acquiring the Services from Videoloft. Without limitation, the Partner will keep Customers’ and End Users’ user data strictly private and confidential and comply with all applicable Data Laws. The Partner agrees that it is responsible for complying with Data Laws in relation to the operation and implementation of the Services and further agrees that it is liable f or and shall indemnify Videoloft and keep Videoloft indemnified in relation to any claims, rights of action, proceedings, demands, awards, losses, damages, liabilities, interest, costs or expenses which may be suffered or incurred by Videoloft in relation to Data Laws as a result of the Partner acquiring the Services from Videoloft.
9. 1 Cloud Adapter warranty
All Videoloft Cloud Adapters are shipped with a 5-year warranty.
This Warranty Policy shall be globally applicable and enforced in all countries. In the event that any terms of this Warranty Policy conflict with local laws, local laws shall prevail.
Videoloft is NOT responsible for any interoperability or compatibility issues that may arise when:
(1) products, software, or options not supported by Videoloft are used;
(2) configurations not supported by Videoloft are used;
(3) parts intended for one system are installed in another system of different make or model.
This warranty only applies to the purchase of new (not second-hand) Cloud Adapters and is only valid when accompanied by the original invoice or sales receipt.
This Limited Warranty is NOT transferable and applies ONLY to direct customers who purchase the Cloud Adapter from Videoloft. For indirect customers, please contact your distributor for warranty services.
1.1 Regular Warranty
Videoloft warrants to the direct customer that Videoloft Cloud Adapters will be free from defects in material and workmanship for a period of five (5) years after delivery. Videoloft warrants the free replacement for the remainder of the warranty period. Videoloft’s obligations are limited to the successful repair or, at its discretion, replacement of the Cloud adapter or defective component(s). Videoloft shall, at its option a) repair the Cloud Adapter using new or refurbished parts that are equivalent to new in performance and reliability or b) replace the Cloud Adapter with a product that is formed from new and/or refurbished parts that are equivalent to new in performance and reliability and/or any other suitable option at its discretion. Warranty repairs must be carried out by Videoloft authorized technical personnel.
Videoloft reserves the right to inspect products returned from its customers in order to determine the cause of the problem. This warranty does not cover expendable or consumable parts and product problems related to the following:
(1) Products damaged during shipping due to insufficient or improper packaging.
(2) Damage caused by force majeure (such as fire, flood, war, earthquake, snowstorm, incorrect mains voltage, improper or insufficient ventilation or any other cause beyond the reasonable control of Videoloft).
(3) Damage caused by normal wear of parts, scratches, surface rust or deterioration, improper use or use outside Its normal purposes, improper storage, improper testing, negligent use of improper voltage or current, accidental damage, abnormal or unusual use, use of unauthorized accessories or modules, use contrary to the operating instructions, improper operating temperature/environment, or lack of regular maintenance.
(4) Product repaired, dismantled, or altered by unauthorized technical personnel.
(5) Any costs relating to transport including delivery, removal or installation of the Cloud Adapter.
2. How to Return Material for Replacement
2.1 Return of products to Videoloft requires prior approval by email to firstname.lastname@example.org.
2.2 Returned items must be packed properly and safely. Videoloft is not responsible for any damage or loss during transportation due to improper packaging.
2.3 Send return package to 18C Mallams Court, 18 Park Drive, Milton Park, Abingdon, OX14 4RP.
3. Grounds for Refusing Returned Materials
- If any of the following conditions exist, the returned products may be rejected by Videoloft and returned to the customer at the customer’s expense:
(1) Late return of defective products.
(2) Returned products are missing components.
(3) Failure to ship products according to the agreed method of shipping.
Where the Unless the applicable legislation states anything to the contrary, the rights under this warranty are the consumer’s sole rights and Videoloft shall not be liable for any indirect or consequential loss or damage to any other related equipment, software or material. Where applicable legislation and these terms differ, only the parts that are affected will be subject to the applicable legislation and all other parts of the terms remain in force. These terms and conditions are governed by English law and any dispute or matter arising out of these terms or the promotion shall be under the exclusive jurisdiction of the English courts.
- Except to the extent that by statute liability may not lawfully be excluded in an Agreement of this nature and between the respective parties hereto, any statement, representation, condition, warranty or other term express or implied, statutory or otherwise, as to the quality, merchantability, suitability or fitness for any particular purpose of the Services is hereby excluded and, notwithstanding anything to the contrary in this Agreement, neither party shall be liable to the other party or to any other persons by reason thereof or any duty, statutory or otherwise, for any indirect or consequential loss or damage, including loss of profit or business or loss of future business or opportunity, special or exemplary damages suffered or incurred or arising directly or indirectly in connection with the Services or any modification, variation or enhancement thereof, or any documentation, manual or training relating thereto or otherwise to the Services.
- Nothing in this Agreement shall exclude or restrict the liability of either party for personal injury or death resulting from the negligence of that party or of its employees acting in the course of their employment, or for fraudulent misrepresentation. Each party’s liability under this Agreement is otherwise limited to 12 months’ Charges in aggregate.
- The Partner agrees to indemnify and shall keep Videoloft fully and effectively indemnified on demand from and against all actions, claims, losses, liability, proceedings, damages, costs and expenses (including reasonable legal costs and expenses) suffered and incurred by Videoloft and arising directly or indirectly out of:
- the Partner’s breach or non performance or non observance of any of its obligations, undertakings, representations or warranties contained in this Agreement; or
- any negligence, wilful default or fraud of the Partner or the employees or agents of the Partner;
- the provision of the Services by the Partner to Customers and End Users under any Customer Contract;
- the use of the Services by Customers and End Users.
- Videoloft undertakes at its own expense to defend the Partner or, at its option, settle any claim or action brought against the Partner alleging that the possession, use, development, modification or maintenance of the Services (or any part thereof) in accordance with the terms of this Agreement infringes the Intellectual Property Rights of a third party (“Infringement Claim”) and shall be responsible for any reasonable losses, damages, costs (including legal fees) and expenses incurred by or awarded against the Partner as a result of or in connection with any such Infringement Claim. For the avoidance of doubt, this clause 10.4 shall not apply where the Infringement Claim in question is attributable to possession, use, development, modification or maintenance of the Services (or any part thereof) by the Partner other than in accordance with the terms of this licence or use of a non-current release of the Services.
- Clause 10.4 is conditional on:
- the Partner notifying Videoloft in writing, as soon as reasonably practicable, of any Infringement Claim of which it has notice;
- the Partner not making any admission as to liability or compromise or agreeing to any settlement of any Infringement Claim without the prior written consent of Videoloft, which consent shall not be unreasonably withheld or delayed; and
- Videoloft having, at its own expense, the conduct of or the right to settle all negotiations and litigation arising from any Infringement Claim and the Partner giving Videoloft all reasonable assistance in connection with those negotiations and such litigation at Videoloft’s request and expense.
11. Copyright, Patents, Trade Marks and other Intellectual Property Rights
- The Partner acknowledges that any and all of the Intellectual Property Rights in the Services are and shall remain the property of Videoloft and the Partner shall not during or at any time after the expiry or termination of this Agreement in any way question or dispute the ownership thereof by Videoloft.
- The Partner also acknowledges that the Partner with the consent of Videoloft may only use Intellectual Property Rights belonging to Videoloft while this Agreement remains in force and the Partner acknowledges it shall not acquire any Intellectual Property Rights or the goodwill associated therewith. Upon expiry or termination hereof the Partner shall forthwith discontinue such use, without any right of compensation for such discontinuation.
- The Partner shall not during or after the expiry or termination of this Agreement, without the prior written consent of Videoloft, use or adopt any name, trade name, trading style or commercial designation that includes or is similar to or may be mistaken for the whole or any part of any trade mark, trade name, trading style or commercial designation used by Videoloft.
12. Confidential Information
- Each party shall, during the term of this Agreement and thereafter, keep confidential all, and shall not use for its own purposes nor without the prior written consent of the other disclose to any third party any, information of a confidential nature (including, without limitation, all pricing information, trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its affiliates, unless such information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this licence, or subsequently comes lawfully into the possession of such party from a third party or to the extent permitted by law.
- The terms of this Agreement are confidential and may not be disclosed by either party without the prior written consent of the other party.
- The provisions of this Clause 12 shall remain in full force and effect notwithstanding termination of this Agreement for any reason.
- The Partner further agrees that upon expiry or termination of this Agreement it shall not itself or through any subsidiary or agent or otherwise, sell, market, distribute or otherwise deal with any of the Services (in whole or in part) except to the extent permitted by applicable law or develop any services or have any services developed through use of any confidential information supplied to it by Videoloft, or in any other way obtained by the Partner pursuant to this Agreement.
13. Termination, Expiry and Suspension
- Videoloft shall have the right to terminate this Agreement at any time by notice in writing if the Partner:
- fails to pay any Charges when due; or
- enters into Customer Contracts that do not include the Videoloft mandatory flow down terms applicable to End Users as set out in Schedule 1.
- Either party shall have the right to terminate this Agreement at any time by notice in writing if the other party:
- commits a material breach of this Agreement that is not remedied within 14 days of a written notice requiring the same;
- suffers the making of an administration order or shall have a receiver (including an administrative receiver) or manager appointed over the whole or any part of its assets or if any order is made or a resolution passed for that party’s winding up (except for the purpose of solvent amalgamation or reconstruction);
- enters into any composition or arrangements with its creditors;
- ceases or threatens to cease to carry on business;
- Either party may terminate any Services ordered under this Agreement by giving three months’ written notice to the other party at any time, such termination to take effect at the end of the minimum term referred to in Clause 3.2, or at any later date and subject to the payment of Charges up to the effective date of termination. Where all Services are terminated, this Agreement will also terminate.
- The expiry or termination of this Agreement shall be without prejudice to the rights of the parties accrued up to the date of such expiry or termination.
- Upon expiry or termination (for whatever reason) of this Agreement, the Partner shall cease to market, promote or sell the Services and return or destroy (as Videoloft shall instruct) no later than 14 days thereafter, all documentation, technical information and any other data supplied to the Partner during the continuance of this Agreement and all and any copies made of the whole or any part of the same and the Partner shall furnish Videoloft with a certificate, certifying that the same has been done.
- Without prejudice to its right to terminate this Agreement, Videoloft shall be entitled to suspend the provision of the Services following the occurrence of any of the events specified in Clauses 13.1 and 13.2. Videoloft shall at its option resume provision of the Services when the circumstances giving rise to such event have ceased to apply.
- Videoloft shall have the right to terminate this Agreement at any time by notice in writing if the Partner:
14. Force Majeure
- If the Partner or Videoloft shall be prevented from carrying out any of their respective obligations under this Agreement by reason of any event of Force Majeure the party so prevented shall not be liable to the other for its failure to carry out such obligations provided that such party shall use its reasonable endeavours to resume performance of its obligations hereunder as soon as practicable after conditions return to normal. For the purposes of this Clause Force Majeure shall mean fire, flood, explosion, act of god, accident, labour disputes or strikes, war, terrorism, riot, civil disturbance, ordinance law, governmental regulation, failure of technology or infrastructure suppliers or any other similar thing or occurrence outside the reasonable control of the relevant party.
15. Customer Contracts/Relationship of Parties
- It is agreed and understood that the Partner will enter into the Customer Contracts on its own behalf and in its own name and act at all times on its own account and that the Partner will be solely responsible for, and liable to Customers and End Users in respect of, the provision of the Services under the Customer Contracts.
- Nothing in this Agreement is to be deemed to constitute a partnership or agency between Videoloft and the Partner and the term Partner is used for convenience and not any legal effect.
- Both parties acknowledge that the provisions of the Commercial Agents (Council Directive) Regulations 1993 (as amended) do not apply to the appointment of the Partner or to this Agreement.
16. No Waiver
- Any waiver (whether express or implied) of any breach of any term of this Agreement shall not be construed as a waiver of or consent to any preceding or succeeding breach on the part of either party of the same or any other term and no breach of this Agreement may be waived or discharged except with the express consent in writing of the non-breaching party.
- The Partner shall not be entitled to assign the benefit, transfer, sub-licence, sub-distribute, mortgage, charge or in any way dispose of its rights, interests or obligations under this Agreement to any third party without the prior written consent of Videoloft.
- Notices by either party:
- must be in writing addressed to the receiving party at the address set out in this Agreement or such other address as the receiving party may from time to time notify the other for the purposes of this Clause; and
- shall be sent by first-class pre-paid post, facsimile transmission or hand delivered to such address (or in the case of a facsimile to the correct facsimile number utilising the last facsimile number notified by the receiving party from time to time). Notices may also be issued by email provided that a copy is sent at the same time by first-class pre-paid post, facsimile transmission or hand delivery.
- Each such notice shall be deemed to have been effectively served:
- on the day of receipt, where any hand-delivered letter or a facsimile transmission is received on a business day before or during normal working hours;
- on the following business day, where any hand-delivered letter or facsimile transmission is received either on a business day after normal working hours or on any other day;
- on the second business day following the day of posting from within the United Kingdom of any letter sent by first class prepaid mail; or
- on the fifth business day following the day of posting to an overseas address of any prepaid airmail letter;
- where served by facsimile, on receipt of a valid answerback message by the sender;
- where issued by email when the copy referred to in Clause 18.1.2 is deemed to have been effectively served, in accordance with the provisions of Clauses 18.2.1-18.2.5 above.
19. Entire Agreement
- This Agreement embodies all the terms agreed between the parties and no oral representations statements inducements warranties or promises by either party shall be binding and valid and this Agreement shall not be enlarged modified or altered except by separate agreement in writing signed by both parties.
- The headings of the paragraphs of this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.
If any term or provision of this Agreement shall be held by a Court of competent jurisdiction to be illegal or unenforceable in whole or in part under any enactment or rule of law such term or provision or part shall to that extent be deemed not to form part of this Agreement but the other parts of this Agreement shall remain in full force and effect and the parties shall endeavour to agree such amendment as will (to the extent possible) give full effect to their intentions as expressed in this Agreement.
22. Rights of Third Parties
- Notwithstanding any other provision in this Agreement, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Act”) to rely upon or 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 the Act. Notwithstanding the foregoing, Videoloft may enforce the terms set out in Schedule 1 directly against End Users.
- This Agreement shall be governed by English Law and the parties hereby submit to the exclusive jurisdiction of the English Courts.