Terms and conditions

These Terms are binding on any use of the Service and apply to You from the time that TMI Systems provides You with access to the Verto Service.

These Terms were last updated on 19th February 2025.

The Verto Service will evolve over time based on user feedback. These Terms are not intended to answer every question or address every issue raised by the use of the Verto Service. TMI Systems reserves the right to change these terms at any time, effective upon the posting of modified terms and we will make every effort to communicate these changes to You via email or notification via the Website. It is likely the terms of use will change over time. It is Your obligation to ensure that You have read, understood and agree to the most recent terms available on the Website.

By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.

Subscription Terms and Conditions for Verto Service

The Agreement governs the subscription by the Client to the Verto Service. By signing the Quote the Client accepts and agrees to be bound by the Agreement.

General Construction:

Parties. The Agreement is made between TMI and the Client, as identified in the Quote.

Quote. The Services are identified in the Quote, issued by TMI. The Quote (together with its annexes), incorporate these terms and conditions.

Terms and Conditions. These terms and conditions set out the general terms and conditions under which TMI agrees to provide, and Client agrees to receive and use, the Services. Capitalised terms used in these terms and conditions are defined in clause 1 or elsewhere in these terms and conditions.

Verto Service. The Client agrees that any access to and use of the Verto Service will be according to, and solely and exclusively for the purposes set out in, the Agreement.

Order of Precedence: If there are any inconsistencies between the documents that make up the Agreement: (a) these terms and conditions will take precedence over all the other documents (unless an Quote expressly states that it varies a clause of these terms and conditions); (b) the Service Level Agreement will take precedence over the Statement of Work and the Quote; (c) the Quote will take precedence over the Acceptable Use Policy and Statement of Work; and (d) Acceptable Use Policy will take precedence over the Statement of Work; in each case to the extent of the inconsistency.

1. Definitions

1.1. The following words have the following meanings, unless it’s obvious from its context, that it does not.

2. Basis of Agreement

Any purchase order issued by the Client constitutes an offer by the Client to buy the Services in accordance with these terms and conditions. It is only when the Client signs the Quote that the parties enter into the Agreement for the Services.

3. The Services

3. 1. TMI will, during the Subscription Term, provide the Services to the Client on and subject to the terms of the Agreement.

Verto service

3. 2. TMI will provide the Client with:

3.2.1. any login credentials required to enable admin access the Verto Service;

3.2.2. Updates during the Subscription Term;

3.2.3. technical help desk support and error resolution, in accordance with the Service Level Agreement.

3.3. If TMI fails to meet the standards described in the Service Level Agreement, the Client will notify details of such non-compliance to TMI in writing. If within 40 days of receipt of the notification TMI has failed to refute any complaint, to meet the required standard or enabled a workaround, Client will be entitled to terminate the Agreement on notice in writing to the Client. Where TMI has been paid fees in advance for the Services, TMI will reimburse the Client a pro-rata amount of such fees for the Services not provided during the unexpired period of the Subscription Term.  This will be the Client’s sole remedy for failure to meet the Service Level Agreement.

3.4. TMI reserves the right to make improvements, substitutions, modifications or enhancements to the Verto Service, including introducing appropriate technical protection measures to control the way in which any part of the Verto Service is accessed, provided that no such change will result in a material degradation of the Verto Service.

Consultancy Services

3.5. TMI will provide the Consultancy Services, in accordance with the Statement of Work and with reasonable skill and care.

3.6. The Client acknowledges that where it has purchased a package of consultancy days, it will consume these within 12 months of their date of purchase, after which the right to use them will expire without any liability for TMI to refund any part of the fees paid for them.

4. Right of use

4.1. If the Client is accessing the Verto Service on a trial basis (as confirmed in the Quote), it is granted a limited, royalty-free, non-exclusive, non-transferable, non-sublicensable right to use the Verto Service for a period of 30 days from the Subscription Start Date for evaluation purposes only, subject to the limitations and other relevant terms of the Agreement. The Client acknowledges that TMI may terminate this right and/or disable access to the Verto Service at any time. As the Verto Service is made available at no charge during the trial period, irrespective of any other provision of the Agreement and except to the extent liability cannot be restricted by law, TMI will have no liability to the Client for any breach of the Agreement or any losses arising from use by it of the Verto Service.

4.2. Unless the Quote specifies that the Client is using the Verto Service on a trial basis, TMI grants the Client the right to allow the Users (in line with the particular user roles available to the Client, according to the Client’s Subscription Type) to access and use the Verto Service in line with its functionality for the Client’s own lawful internal business purposes. This right is granted during the Subscription Term only, is non-exclusive, non-transferable, without the right to grant third parties (except for Users) access and is limited by and subject to this Agreement.

4.3. The Client acknowledges and agrees that:

4.3.1. the Client determines who is a User, and enables their access to the Verto Service;

4.3.2. the Client controls each User’s level of access to the Verto Service (according to the user role assigned by the Client to the User) at all times and can revoke or change a User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be a User or will have that different level of access, as the case may be;

4.3.3. the Client is responsible for all Users’ use of the Verto Service and will procure that the Users comply with the relevant terms of the Agreement; and

4.3.4. if there is any dispute between a Client and a User regarding access the Verto Service or the Content, the Client will decide what access or level of access that User will have, if any.

5. Access conditions

5.1. As a condition of the Agreement, when accessing and using the Services, except to the extent permitted by applicable law, which is incapable of exclusion by agreement of the parties and except as permitted under the Agreement, the Client must:

5.1.1. not attempt to undermine the security or integrity of TMI computing systems or networks or, where the Verto Service is hosted by a third party, that third party’s computing systems and networks;

5.1.2. not use, or misuse, the Verto Service in any way which may impair the functionality of the Verto Service or Website, or other systems used to deliver the Verto Service or impair the ability of any other user to use the Verto Service or Website;

5.1.3. not attempt to gain unauthorised access to any materials other than those to which the Client (and its Users) have been given express permission to access;

5.1.4. not transmit or input into the Verto Service; (i) any files that may damage any other person’s computing devices or software; or (ii) material or Content that may be offensive, in breach of any law or that otherwise causes damage or injury to any person or property (including Content or other material protected by copyright or trade secrets which the Client does not have the right to use;

5.1.5. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Verto Service or to operate the Website except as is strictly necessary to use either of them for normal operation;

5.1.6. not access any part of the Verto Service in order to build a product or service which competes with the Verto Service; or

5.1.7. not connect any third party tools to the Verto Service, except for integrations with Microsoft 365 or other third party software specified by TMI, without prior written agreement from TMI.

6. The Client’s obligations

6.1. The Client will:

6.1.1. obtain and maintain all necessary licences, consents, and permissions necessary for TMI, its contractors and agents to perform their obligations under the Agreement, including the Services;

6.1.2. ensure that its network and systems comply with the relevant specifications provided by TMI from time to time;

6.1.3. except as otherwise expressly provided in the Agreement, be solely responsible for:

6.1.3.1. procuring, maintaining and securing its network connections and telecommunications links from its systems to the Verto Service; and

6.1.3.2. all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client’s network connections or telecommunications links or caused by the internet;

6.1.4. have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Content;

6.1.5. maintain copies of all Content. TMI adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Content; and

6.1.6. inform TMI of all health and safety and security requirements that apply to the Client’s premises at which the Services may be carried out and take reasonable steps, subject to TMI’s compliance with those requirements, to ensure the safety of TMI’s staff at the Client’s premises.

7. User Subscriptions

7.1. The Client undertakes that:

7.1.1. the maximum number of Users that it authorises to access and use the Verto Service will not exceed the number of User Subscriptions it has purchased from time to time;

7.1.2. it will not allow any User Subscription to be used by more than one individual User unless it has been reassigned in its entirety to another individual User, in which case the prior User will no longer have any right to access or use the Verto Service;

7.1.3. all usernames and passwords required to access the Verto Service are kept secure and confidential and it will immediately notify TMI of any unauthorised use of such login credentials or any other breach of security;

7.1.4. it will take all other actions that TMI reasonably deems necessary to maintain or enhance the security of TMI computing systems and networks and the Client’s access to the Verto Service;

7.1.5. it will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Verto Services and, if there is any unauthorised access or use, promptly notify TMI;

7.1.6. it will maintain a written, up to date list of current authorised Users and provide the list to TMI within 5 days of TMI’s written request;

7.1.7. it will permit TMI or TMI ‘s designated auditor to audit the Client’s use of the Verto Service in order to audit compliance with the Agreement; and

7.1.8. If any of the audit referred to in clause 7.1.7 reveals that the Client has underpaid Access Fees, then without prejudice to TMI’s other rights, the Client will pay an amount equal to such underpayment as notified by TMI to the Client within 10 days of such notification.

8. Third party providers

8.1. TMI makes no representation or warranty and will have no liability or obligation whatsoever in relation to use of or connection with any third party software or service used by the Client to integrate with the Verto Service, including Microsoft 365.

9. Fees and payment

9.1. The Client will pay TMI:

9.1.1. the Access Fees and all other fees, costs and other amounts specified in the Quote, including fees for the Consultancy Services and other fees incurred under this clause 9; and

9.1.2. for all reasonable travel-related and out-of-pocket expenses incurred by TMI in the performance of the Consultancy Services in accordance with Client’s travel and expense policy, a copy of which will be provided to TMI (or TMI’s policy if none is provided by the Client).

9.2. Unless otherwise specified in the Quote:

9.2.1. the fee for the Consultancy Services is invoiced at the Start Date;

9.2.2. the Access Fee for the Initial Subscription Term is invoiced in full and in advance of the Subscription Start Date;

9.2.3. the Access Fee for each Renewal Period is payable on the anniversary of the Subscription Start Date and will be invoiced in advance by TMI; and

9.2.4. any expenses incurred in line with clause 9.1.2 will be billed monthly.

9.3. The Client will pay each invoice within 30 days after the date of such invoice.

9.4. All amounts and fees stated or referred to in the Agreement:

9.4.1. are payable in pounds sterling;

9.4.2. are non-cancellable and non-refundable;

9.4.3. are exclusive of value added tax, which will be added to TMI’s invoices at the appropriate rate.

9.5. The Client must comply with the Acceptable Use Policy in connection with the Content uploaded to the Verto Service.

9.6. Unless otherwise stated in the Agreement, TMI reserves the right to increase the fees payable for the Services including for additional user subscriptions, for each Renewal Term by the following process:

9.6.1. TMI will give the Client at least 65 days’ prior written notice of the price increase, such notice to expire at the end of the Initial Subscription Term or the end of the current Renewal Period (as relevant); and

9.6.2. if the Client does not agree to the price increase, it may give TMI 45 day’s prior written notice to terminate the Agreement, such notice to expire, subject to clause 9.7, at the end of the Initial Subscription Term or current Renewal Term (as relevant).

9.7. TMI may give the Client no less than 35 days prior written notice to withdraw the price increase notified to Client under clause 9.6.1, in which case, the Agreement will continue irrespective of the notice given under clause 9.6.2 and the fees for the next Renewal Period will increase by the higher of the percentage increase in the Consumer Price Index in the 12 months prior to the notice being served or a 3 percent increase on the current year’s fees.

9.8. Without affecting clause 9.6 and clause 9.7, the Client acknowledges that the Access Fees as at the Start Date are calculated based on the Subscription Type, number of Users per month and compliance with the Acceptable Use Policy. If any of the Elements change during the Subscription Term, TMI will be entitled to charge the Client an additional fee.

9.9. If there is a change or addition to an Element the party that becomes aware of or wishes to change, it must inform the other party in writing. TMI will evaluate the proposed change and either approve or reject it. If TMI approves it:

9.9.1. TMI will inform the Client in writing about the proposed additional fee;

9.9.2. if the Client agrees the fee, TMI will issue a new quote, which once signed by the Client will become a Quote; and

9.9.3. the Client will pay TMI the agreed fee in accordance with that Quote.

9.10. If TMI rejects the Client’s request or the parties cannot agree the fees for the change to an Element within 30 days of TMI’s notice under clause 9.9.1, the Agreement will be entitled to terminate the Agreement on giving the Client 30 days prior written notice.

9.11. If payment of an invoice remains unpaid 10 days after the due date for payment, TMI may suspend the right of access to the Verto Service and the Content or suspend or terminate the Agreement under clause 16.4.1.

9.12. TMI may charge interest on any unpaid and due payments. The rate will be the higher of 8% per year above the Bank of England’s base rate (but 4% per year if the base rate is 0% or below) or the highest interest rate allowed by the law. This interest will be calculated on a daily basis and will be charged from the first day that payment was due until TMI receives the full amount, whether before or after judgement.

10. Proprietary rights

10.1. TMI acknowledges that, as between the parties, the Client owns all right, title and interest in and to all of the Content.

10.2. The Client acknowledges that TMI and/or its licensors own all Intellectual Property Rights in the Services. Except as expressly stated in the Agreement, the Agreement does not grant the Client any rights to, under or in, any Intellectual Property Rights in the Services.

10.3. TMI acknowledges that it has all the rights required to grant the rights it purports to grant under, and in accordance with, the terms of the Agreement.

11. Confidential Information

11.1. Each party (receiving party) will receive and hold any Confidential Information from the other party (disclosing party), in strict confidence and will:

11.1.1. protect and safeguard the Confidential Information against unauthorised use, publication and disclosure and exercise at least the same standard of care and security to protect the Confidential Information as it uses to protect its own Confidential Information, but no less than a reasonable degree of care; and

11.1.2. not use the Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with the Agreement or as otherwise specifically authorised by the disclosing party.

11.2. A party may disclose the other party’s Confidential Information to those of its Representatives who need to know such Confidential Information for the purpose of exercising its rights and obligations under the Agreement, provided that:

11.2.1. it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and

11.2.2. at all times, it is responsible for such Representatives’ compliance with the confidentiality obligations set out in this clause.

11.3. A party may also disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause11.3, it takes into account the reasonable requests of the other party in relation to the content of the disclosure.

11.4. The provisions of this clause 11 will not apply to any Confidential Information that:

11.4.1. is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);

11.4.2. was available to the receiving party on a non-confidential basis before disclosure by the disclosing party; or

11.4.3. was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party.

11.5. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in the Agreement are granted to the other party, or to be implied from the Agreement.

11.6. On termination or expiry of the Agreement, each party will:

11.6.1. subject to clause 17.1.2 destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information; and

11.6.2. erase all the other party’s Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically practical).

11.7. Each party’s obligations under this clause will survive termination of the Agreement.

12. Data Protection

12.1. Where TMI acts as controller of personal data, it processes such personal data in accordance with its privacy notice available at Privacy Notice – Verto Cloud.

12.2. Where TMI acts as the Client’s processor in connection with personal data, processed under the Agreement, TMI and the Client will enter into a separate data processing agreement.

13. Indemnities

13.1. The Client will defend, indemnify and hold harmless TMI against claims, actions, proceedings, losses, damages, expenses and costs (including reasonable legal fees) arising out of or in connection with: (i) the Client’s unauthorised use of the Verto Service; and (ii) any losses incurred by TMI as a result of the Content.

13.2. TMI will defend the Client, its officers, directors and employees against any claim that the Client’s use of the Verto Service in accordance with the Agreement infringes any United Kingdom patent valid as of the Start Date, or other copyright, trade mark or database right, and will indemnify the Client for any amounts awarded against the Client in judgment or settlement of such claims.

13.3. In the defence or settlement of any claim, TMI may procure the right for the Client to continue using the Verto Service, replace or modify the Verto Service so that it becomes non-infringing or, if such remedies are not reasonably available, terminate the Agreement on 2 UK business days’ notice to the Client without any additional liability to the Client.

13.4. In no event will TMI, its employees, agents and sub-contractors be liable to the Client to the extent that the alleged infringement is based on:

13.4.1. a modification of the Verto Service by anyone other than TMI;

13.4.2. the Client’s use of the Verto Service contrary to the instructions given to the Client by TMI;

13.4.3. the Client’s continued use of the Verto Service after notice of the alleged or actual infringement from TMI or any appropriate authority; or

13.4.3. the Client’s breach of the Agreement.

13.5. Where any claim is made by a party under an indemnity in the Agreement, the indemnified party will promptly notify the indemnifying party of any and all such claims and will allow the indemnifying party at the indemnifying party’s sole cost and expense to defend any proceedings in respect of any such claim in the indemnified party’s name (including the right to compromise any such other proceedings after prior consultation with the indemnified party).

14. Disclaimers

14.1. TMI has no responsibility to any person other than to the Client and nothing in this Agreement confers, or purports to confer, a benefit on any person other than the Client.

14.2. Except as expressly provided in the Agreement:

14.2.1. TMI will have no liability for any damage caused by errors or omissions in any Content, information, instructions or scripts provided to TMI by the Client in connection with the Services, or any actions taken by TMI at the Client’s direction;

14.2.2. the Services are provided to the Client ‘as is’;

14.2.3. TMI does not warrant that the use of the Verto Service will be uninterrupted or error free; and

14.2.4. TMI gives no warranty about the Services. Without limitation, TMI does not warrant that the Services will meet the Client’s requirements or that they will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.

15. Limitation of liability

15.1. Nothing in the Agreement excludes the liability of TMI:

15.1.1. for death or personal injury caused by TMI’s negligence; or

15.1.2. for fraud or fraudulent misrepresentation;

15.1.3. for any other loss it is unlawful to exclude or restrict.

15.2. Subject to clause 15.1, TMI will have no liability to the Client (or any other person) in contract, tort (including negligence), or otherwise, for any: (i) loss of profits; (ii) loss of business; (iii) wasted expenditure; (iv) depletion of goodwill; (v) loss or corruption of data, including the Content or (vi) any special, indirect or consequential losses.

15.3. Subject to clauses 4.1, 15.1 and 15.2, TMI’s total liability to the Client under or in connection with the Agreement, whether arising out in contract, tort (including negligence) or otherwise, will not exceed:

15.3.1. in respect of a single claim or a series of connected claims, the greater of £50,000 or 100% of the Access Fees paid in the 12 months preceding the event giving rise to the claim; or

15.3.2. in respect of a claim under the indemnity at clause 13.2, £100,000.

16. Term and Termination

16.1. The Agreement will, unless otherwise terminated as provided in the Agreement start on the Start Date and continue for the Initial Subscription Term and, thereafter, the Agreement will be automatically renewed for successive periods of 12 months (each a Renewal Term).

16.2. Either party may terminate the Agreement for convenience, by serving in writing on the other, at least 30 days before the end of the Initial Subscription Term or a Renewal Term (as relevant), in which case the Agreement will terminate upon the expiry of the applicable Initial Subscription Term or Renewal Term (as relevant).

16.3. Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:

16.3.1. the other party commits a material breach of any other term of the Agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

16.3.2. the other party is unable to pay its debts as they fall due or enters into compulsory or voluntary liquidation or compounds with or convenes a meeting of its creditors or has a receiver or manager or an administrative receiver or an administrator appointed over any of its assets or ceases for any reason to carry on business or takes or suffers any similar action which in the reasonable opinion of the party giving notice means that the other may be unable to pay its debts, as they fall due.

16.4. TMI may in addition immediately terminate or suspend the Agreement by written notice to the Client if:

16.4.1. the Client fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 10 days after being notified in writing to make payment; or

16.4.2. the Client suffers a change in its Control.

17. Effect of Termination

17.1. On expiry or termination of the Agreement:

17.1.1. all licences granted under the Agreement will immediately terminate and the Client will immediately cease all use of the Services;

17.1.2. if the Client has not downloaded a copy of the Content prior to termination, TMI may destroy or otherwise dispose of any of the Content in its possession unless TMI receives, no later than ten days after the effective date of termination of the Agreement, a written request for the delivery to the Client of the then most recent back-up of the Content. TMI will use reasonable commercial endeavours to deliver a copy of the Content to the Client within 30 days of its receipt of such a written request, provided that the Client pays TMI’s reasonable fee for the same and has at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination)will;

17.1.3. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination will not be affected or prejudiced; and

17.1.4. clauses that are intended by implication to survive termination, will so survive, including clauses 1.1, 2, 11, 13, 14, 15, 17 and 18.

18. General

18.1. Entire agreement. The Agreement supersedes and extinguishes all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between TMI and the Client relating to the Services.

18.2. Waiver. If either party waives any breach of the Agreement, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

18.3. Delays. Neither party will be liable for any delay or failure in performance of its obligations under the Agreement if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.

18.4. No assignment. The Client may not assign the Agreement or transfer any rights under it to any other person without TMI’s prior written consent.

18.5. Severability. If any part or provision of the Agreement is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of the Agreement will be binding on the parties.

18.6. Notices. Any notice given under the Agreement by either party to the other must be by email and will be deemed to have been given on transmission if sent between the hours of 9am to 5pm on a business day in the UK, unless a failure to transmit email has been received. If sent outside these hours, the notice will be deemed served at 9am on the next UK business day. Notices to Verto must be sent to support@Vertocloud.co.uk or to any other email address notified by email to the Client by Verto. Notices to the Client will be sent to the email address, which the Client provided when setting up access to the Verto Service.

18.7. Governing law and jurisdiction. The Agreement is governed by the laws of England and both parties hereby submit to the exclusive jurisdiction of the courts of England for all disputes arising out of or in connection with the Agreement.