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 23rd October 2015.

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.

1/ Definitions

“Agreement”	means these Terms of Use.
“Access Fee”	means the monthly or annual fee (excluding any taxes and duties) payable by You in accordance with the fee schedule set out on the Website (which TMI Systems may change from time to time on notice to You).
“Confidential Information”	includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
“Data”	means any data inputted by You or with Your authority into the Website.
“Intellectual Property Right”	means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
“Service”	means the online work collaboration services (as may be changed or updated from time to time by TMI Systems) via the Website.
“Website”	means the Internet site at the domain www.Vertocloud.co.uk and Vertocloud.com and any other site operated by TMI Systems Limited.
“Verto” &TMI Systems	means Verto; Verto^Go, Verto^Proand VertoCloud.means TMI Systems Limited registered in the UK.
“Invited User”	means any person or entity, other than You, that uses the Service with the authorisation of You from time to time.
“Subscriber”	means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
“You”	means the Subscriber, and where the context permits, an Invited User. “Your” has a corresponding meaning.

2/ Use of software

TMI Systems grants You the right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between You and the Invited Users, or any other applicable laws:

1	the Subscriber determines who is an Invited User and what level of user role access to the relevant organisation and Service that Invited User has;
2	the Subscriber is responsible for all Invited Users’ use of the Service;
3	the Subscriber controls each Invited User’s level of access to the relevant organisation and Service at all times and can revoke or change an Invited 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 an Invited User or shall have that different level of access, as the case may be;
4	if there is any dispute between a Subscriber and an Invited User regarding access to any organisation or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any.

3/ Your obligations

1	Payment obligations: An invoice for the Access Fee will be issued each year starting from the date You added Your first organisation to Your Verto account but immediately following any trial or evaluation period agreed. Verto will continue invoicing You annually until this Agreement is terminated in accordance with clause 8.All Verto invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. You must pay all amounts specified in any invoice within 10 days of the invoice date. You are responsible for payment of all taxes and duties in addition to the Access Fee.
2	Preferential pricing or discounts: You may from time to time be offered preferential pricing or discounts for the Access Fees as a result of the number of users that You have added to the Service or that have been added with Your authority or as a result of Your use of the Service (Users). Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of any Access Fees in relation to all of Your users. Without prejudice to any other rights that Verto may have under these Terms or at law, Verto reserves the right to render invoices for the full (non-discounted) Access Fees due or suspend or terminate Your use of the Service in respect of any or all of Your users in the event that any invoices for those Access Fees are not paid in full by the due date for payment.
3	General obligations: You must only use the Service and Website for Your own lawful internal business purposes, in accordance with this Agreement and any notice sent by TMI Systems or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.
4	Access conditions: a. You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify TMI Systems of any unauthorised use of Your passwords or any other breach of security and we will reset Your password and You must take all other actions that TMI Systems reasonably deems necessary to maintain or enhance the security of TMI Systems computing systems and networks and Your access to the Services.b. As a condition of these Terms, when accessing and using the Services, You must: i. not attempt to undermine the security or integrity of TMI Systems computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks; ii. not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website; iii. not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted; visit our Website. iv. not transmit, or input into the Website, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and v. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
5	Indemnity. You indemnify TMI Systems against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Vertocloud, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.

4/ Confidentiality and privacy

Confidentiality:
Unless the relevant party has the prior written consent of the other or unless required to do so by law:

a. Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms..
b. Each party’s obligations under this clause will survive termination of these Terms.
c. The provisions of clauses 4.1.1 and 4.1.2 shall not apply to any information which:
- i. is or becomes public knowledge other than by a breach of this clause;
- ii. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
- iii. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
- visit our Website.
- iv. is independently developed without access to the Confidential Information.

Privacy:
TMI Systems maintains a privacy policy that sets out the parties’ obligations in respect of personal information . You should read that policy (on this website) and You will be taken to have accepted that policy when You accept these Terms.

5/ Intellectual property

1.	General: Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of TMI Systems (or its licensors).
2.	Ownership of Data: Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the Vertocloud Access Fee when due. You grant TMI Systems a license to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.
3.	Backup of Data: You must maintain copies of all Data inputted into the Service. TMI Systems 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 Data. TMI Systems expressly excludes liability for any loss of Data no matter how caused.

6/ Warranties and acknowledgements

1.	Authority: You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting You own personal obligations under these Terms.
2.	Acknowledgement:You acknowledge that: a. You are authorised to use the Services and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person You have authorised to use the Service. You are also authorised to access the processed information and Data that is made available to You through You use of the Website and the Services (whether that information and Data is You own or that of anyone else). b. TMI Systems has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than You self (whether a body corporate or otherwise) You agree that: i. You are responsible for ensuring that You have the right to do so; ii. You are responsible for authorising any person who is given access to information or Data, and You agree that TMI Systems has no obligation to provide any person access to such information or Data without You authorisation and may refer any requests for information to You to address; and iii. You will indemnify TMI Systems against any claims or loss relating to: i. refusal to provide any person access to You information or Data in accordance with these Terms, ii. TMI Systems making available information or Data to any person with You authorisation. c. The provision of, access to, and use of, the Services is on an “as is ” basis and at You own risk. visit our Website. d. TMI Systems does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. TMI Systems is not in any way responsible for any such interference or prevention of You access or use of the Services. e. It is Your sole responsibility to determine that the Services meet the needs of You business and are suitable for the purposes for which they are used.
3.	No warranties: TMI Systems gives no warranty about the Services. Without limiting the foregoing, TMI Systems does not warrant that the Services will meet You requirements or that it 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.
4.	Consumer guarantees: You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.

7/ Limitation of liability

1.	To the maximum extent permitted by law, TMI Systems excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
2.	If You suffer loss or damage as a result of TMI Systems negligence or failure to comply with these Terms, any claim by You against TMI Systems arising from TMI Systems negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 12 months.
3.	If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.

8/ Termination

Trial policy:
When You first sign up for access to the Services You can evaluate the Services under the defined trial usage conditions, with no obligation to continue to use the Services. If You choose to continue using the Services thereafter, You will be billed from the day You first added Your billing details into the Services. If You choose not to continue using the Services, You may delete Your organisation in Vertocloud.

No-fault termination:
These Terms will continue for the period covered by the Access Fee paid or payable under clause 3.1. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee when due, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period. If You terminate these Terms You shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms.

Breach:
If You:

a. breach any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
b. breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment of Access Fees that are more than 30 days overdue); or
c. You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,

TMI Systems may take any or all of the following actions, at its sole discretion:

d. Terminate this Agreement and You use of the Services and the Website;
e. Suspend for any definite or indefinite period of time, You use of the Services and the Website;
f. Suspend or terminate access to all or any Data.
g. Take either of the actions in sub-clauses (d), (e) and (f) of this clause 8(4) in respect of any or all other persons whom You have authorised to have access to You information or Data.

For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Users (as defined at clause 3) is not made in full by the relevant due date, TMI Systems may: suspend or terminate Your use of the Service, the authority for all or any of Your Users to use the Service, or Your rights of access to all or any Data.

9/ Help desk

Technical Problems: In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Vertocloud. If You still need technical help, please check the support provided online by Vertocloud on the Website or failing that email us at support@Vertocloud.co.uk

Service availability: Whilst Vertocloud intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place.If for any reason Vertocloud has to interrupt the Services for longer periods than we would normally expect, Vertocloud will use reasonable endeavours to publish in advance details of such activity on the Website.

10/ General

1.	Entire agreement: These Terms, together with the Verto Privacy Policy and the terms of any other notices or instructions given to You under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Verto relating to the Services and the other matters dealt with in these Terms.
2.	Waiver: If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
3.	Delays: Neither party will be liable for any delay or failure in performance of its obligations under these Terms 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.
4.	No Assignment: You may not assign or transfer any rights to any other person without TMI Systems prior written consent.
5.	Governing law and jurisdiction: this Agreement is governed by the laws of England and Wales and You hereby submit to the exclusive jurisdiction of the courts of England and Wales for all disputes arising out of or in connection with this Agreement.
6.	Severability: If any part or provision of these Terms 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 this Agreement will be binding on the parties.
7.	Notices: Any notice given under these Terms by either party to the other must be by email and will be deemed to have been given on transmission. Notices to Verto must be sent to support@Vertocloud.co.uk or to any other email address notified by email to You by Verto. Notices to You will be sent to the email address, which You provided when setting up Your access to the Service.
8.	Rights of Third Parties: A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.