- Last Updated: Sunday, 22 June 2014 13:38
Terms and Conditions
for Virtual Assistant Members
Upon completion of the Application form IAVA.co.uk™ Ltd (IAVA™) agree to provide and The member to accept the use of the Service Facilities as hereinafter described upon the Terms and Conditions hereinafter set out and in any schedule attached or adopted as relative hereto. All use of the Members' area is subject to the said Terms and Conditions which may be varied from time to time in the absolute discretion of IAVA™, and will take effect at the expiration of 7 days after the variation has been communicated to the members by email fax or 1st class letter post to the entitled address, fax number or address last known to IAVA™. Any member shall be entitled to cancel membership by notice communicated in similar fashion to IAVA™ within the period of 14 days of such communication and to receive a proportionate refund. IAVA™ reserve the right to vary these Terms and Condition by advising Special Term(s) or Condition(s) in which case should any such be inconsistent herewith such shall override these General Terms and conditions where applicable.
2. Password and account
You will receive a password and account reference. You are responsible for maintaining the confidentiality of that password and will indemnify us against any use of the said password and will advise IAVA™ of the possibility of and the actual unauthorised use of the same whereupon in the absolute discretion of the password may be replaced for the use of the member subject to the payment of the administrative cost of replacement which is currently £5.00 (plus VAT if applicable) and until the said charge is paid membership may be suspended without entitlement to any refund.
3. Service Facilities
The current Service Facilities are Members Area, Cyberchat, Notice Board
IAVA™ reserves the right to amend the same from time to time in its absolute discretion provided that such changes will not substantially diminish the quality of the same. You are responsible for all use of the Service Facilities provided by us. You accept that IAVA™ may take such steps, as it deems in its absolute discretion desirable to prevent any objectionable use of the facilities. You will comply with all applicable laws or customs whether local or international and will take all such steps as are possible to prevent any objectionable use of the facilities as aforesaid.
You are responsible for all consequences of the direct or indirect use or any use of any password provided by IAVA™ and/or any Service Facilities provided by IAVA™. You accept that IAVA™ may take such steps as it deems in its absolute discretion desirable to prevent any use of the facilities, which in its absolute discretion is or may be objectionable. You will comply with all applicable laws or customs whether local or international or any instructions from IAVA™ and will take all such steps as are possible to prevent any such objectionable use of the facilities as foresaid.
5. Practices for Use of Service Facilities
IAVA™ may in its absolute discretion from time to time establish general practices and limits concerning the use of the Service facilities. You agree that IAVA™ has no liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted through the Service Facilities.
The member agrees to indemnify and keep indemnified at all time IAVA™ against all actions, proceedings, costs, claims, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements) sustained, incurred or paid by IAVA™ directly or indirectly in respect of:
- The access to and/or use (other than as permitted by this Agreement) by the Member of the Service Facilities
- Any information, data or material produced by the Member in whole or in part from the Service Facilities
- Any breech by the Member of any of the provisions of these Terms and Conditions or any schedule attached or adopted as relative hereto.
- The Member further undertakes that it will not seed to recover and shall not be entitled to recover from IAVA™ or to be indemnified by IAVA™ in respect of any direct, indirect or consequential loss or damage or against any claims, proceedings, costs, demands, liabilities and expenses whatsoever sustained, incurred or paid by the Member to any party in respect of any of the matters specified in these Terms and Conditions and in any schedule attached or adopted as relative hereto other than as required by the applicable law.
- The member agrees to indemnify and keep indemnified at all time IAVA™ against all actions, proceedings, costs, claims, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements) sustained, incurred or paid by IAVA™ directly or indirectly in respect of:
7. Content Posted on the Service
You agree that upon posting any material within a group on the Service, you grant IAVA™, and its successors an assigns, a non-exclusive world-wide, royalty free, perpetual, non-revocable licence under your copyrights or other intellectual property rights, if any, in such materials to distribute, display, and reproduce such material to other members of that group. You also grant IAVA™ the right to authorise the downloading and printing in whole or in part of any material that you have posted to the Service, by members for their business use. You agree to take whatever action necessary to protect your own intellectual property rights or that of third parties in such Content, including without limitation the posting of appropriate copyright notices.
8. Copyright, Trade Marks and Other Intellectual Property Rights relating to the Service Facilities.
- The Member acknowledges that the copyright and any and all of the copyright, trade marks, and other intellectual property rights subsisting in or used in connection with the Service Facilities and the System including the manner in which it is presented or appears and all information, documentation and manuals relating thereto are (unless to as the "Owner") the property of IAVA™ or Owner as the case may be and the Member shall not during or at anytime after the expiry or termination of Membership in any way question or dispute the ownership by the IAVA™ or Owner as the case may be of any such rights.
- The Member shall not during or after the expiry or termination of Membership, without the prior written consent of the IAVA™ of the Owner as the case may be or to the extent only permitted by the applicable law, abuse or permit the abuse of such copyright or use or adopt any trade mark, trade name 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 or commercial designation used by the IAVA™ or the Owner as the case may be.
- The Member acknowledges that IAVA™ has spent, and continues to spend, considerable time and resources on the selection and arrangement of the Service Facilities as an original intellectual creation. Accordingly IAVA™ owns copyright in the selection and arrangement of the contents of the Service Facilities and in the electronic materials necessary for its operation.
- In addition to IAVA™'s copyright specified in (C) above, the Member acknowledges that IAVA™ has spent considerable time and resources to collect, collate, compile and reformat and verify the accuracy of the contents of Service Facilities. Accordingly, IAVA™ owns copyright in the contents of the same to the extent that the same is not the copyright of any Third Parties.
- The Member undertakes not to reproduce, adapt, translate, arrange or make available to any third party, either directly or indirectly, any part of the Service Facilities or its contents of which the Data forms a part (including any electronic materials necessary for its operation) except to the extent that and for so long as the Member is expressly permitted to do so in accordance with these Terms and Conditions, or as permitted by any mandatory provisions of law and undertakes to take all necessary steps to prevent access to the same by any person.
- Notwithstanding the provisions of (c) above and irrespective of whether or not copyright in the Service Facilities is owned by IAVA™ the Member shall not, other than as expressly permitted in these Terms and Conditions, extract or re-utilise the contents of the Service Facilities(or any part thereof) for any commercial purpose including but not limited to trading, building commercial database's, reselling or redistributing the Data.
- The Member acknowledges that civil and criminal penalties may be incurred in the event of any infringement of the copyright and/or other rights in relation to the Service Facilities or its contents (including any electronic materials referred to in (c) above), and that any such infringement by the Member may result in incalculable damage and/or loss to the IAVA™, and accordingly agrees that, in addition to any other right or remedy of IAVA™, it shall be entitled to immediate injunctive relief to restrain any actual or apprehended infringement thereof. The Member undertakes to indemnify IAVA™ in full, against all loss, damage, costs and expenses (including loss of profit), which may be incurred by IAVA™.
9. Use of the Service Facilities
- The Member shall use the Service Facilities and the information available or obtained there from solely for the purposes of the Members principal business within the Territory as disclosed in full to IAVA™ prior to acceptance of these Terms and Conditions and from time to time thereafter in the event of any change or relevant diversification. The Member shall not reproduce or redistribute the Data in machine-readable form other than with the prior written consent of IAVA™. The Member shall not otherwise than with the prior written consent of IAVA™ use, store, download, sell, redistribute or deal with the Data or such information in any manner, or for any other purpose. The Member shall be liable, notwithstanding any other remedies IAVA™ may have against the Member including termination of membership to indemnify IAVA™ for any loss IAVA™ suffers and/or to reimburse IAVA™ for the gain the Member obtains in contravention of this Clause.
- The Member acknowledges that use of the Service Facilities requires the Member to use his or her own skill and judgement. The Member warrants that it has such skill and judgement and undertakes at all times to exercise its own judgement in use of the Service Facilities and shall be solely liable for all opinions, recommendations, forecasts or comments made or actions taken.
The Member shall - unless otherwise requested - faithfully reproduce or, if omitted add the copyright symbol and clause of IAVA™ as follows:
"© 2000-2008 IAVA.co.uk™ Ltd ALL RIGHTS RESERVED"
To all information obtained from the Service Facilities or by use of the Data, on all copies (authorised or otherwise) made whether in printed form, magnetic or any other media.
- The Member acknowledges that it is aware that use of the Service Facilities, whether by accessing, utilising, storing or other wise dealing with the same may from time to time be subject to certain statutory or other external regulation, conditions or restrictions. The Member undertakes to comply with such regulations, conditions or restrictions applicable to the Members territory.
Other than with the prior written consent of IAVA™ The Member is expressly prohibited from using or redistributing the Data from the Service Facilities for the purposes of:
- Compiling an internal database, other than as and to the extent permitted in this clause.
- Commercial information redistributing or reproduction of the same by the press or media or through any commercial network, cable or satellite system.
- Permitting or allowing the Data to infringe or otherwise prejudice the proprietary rights of IAVA™ or is Suppliers.
- Allowing any third party to access the Data unless expressly so permitted by IAVA™.
- IAVA™ undertakes to use all reasonable endeavours to ensure that the information stored and update on the Service Facilities is as accurate as is commercially possible and that any material systems, Data or Database inaccuracies or errors will be corrected as soon as possible.
- Other than as provided in sub-clause (a) above, IAVA™ shall not be liable in contract or otherwise for any direct or consequential loss or damage sustained by the Member or others directly making use of the Service Facilities the Data the Database, the System and where applicable, Equipment and/or IAVA™ software including but not limited to any loss or damage resulting as a consequence of any defects, delays, interruptions or failures in the System or inaccuracies or errors in the Data or database and specifically excludes the same to the extent permitted by the law applicable to this Agreement.
- Unless otherwise excluded pursuant to the foregoing provisions of this Clause, the liability of IAVA™ in contract or otherwise for any direct, indirect or consequential loss or damage (excluding death or personal injury) sustained by the Member or others directly or indirectly making use of or arising in any way from the Data, system or Database whether arising as a result of IAVA™'s negligence, wilful default or misrepresentation or other breach of breaches of its duties or obligations, shall be limited to the total Fees and Charges payable by the Subscriber in respect of the Data in the relevant year.
Notwithstanding any other provisions herein contained and without prejudice to any other rights IAVA™ may forthwith terminate membership by written notice to the Member if any of the following events shall occur.
- If the member commits any breach of the Terms and Conditions including the terms, conditions and provisions of any schedule attached or adopted hereto and fails to remedy such breach (or in so far as such breach is not capable of remedy to furnish adequate compensation therefore) within (30) thirty days after receiving written notice from IAVA™ requiring it so to do.
- If the Member becomes bankrupt or compounds or make any arrangement with or for the benefit of creditors or has a receiver or manager appointed of the whole or substantially the whole of his or her undertakings or if any distress or execution shall be threatened or levied upon any equipment and/or software or other property of IAVA™ or is unable to pay his or her debts in accordance with the applicable law relating to these Terms and Conditions
- Termination shall be without prejudice to any accrued right of IAVA™ and shall not affect obligations, which are expressed not to be affected by expiry or termination hereof.
- The Member undertakes that within seven (7) days after the date of expiry or termination of Membership for whatever reason, the Member shall purge/expunge from the Subscribers system all Data transferred and/or stored during the agreement and furnish the IAVA™ with a certificate, certifying that the principal and all copies of such Data made (in whole or in part), in any form or media have been so purged/expunged, or permit IAVA™'s personnel so to do.
- Notwithstanding any other provisions herein contained and without prejudice to any other rights IAVA™ may forthwith terminate membership by written notice to the Member if any of the following events shall occur.
12. Force Majeure
Neither Party shall be liable to the other in any way whatsoever for failure, interruption, delay or any other matters of the nature whatsoever arising out of war, rebellion, civil commotion, strikes, lock-outs and industrial disputes, fire, explosion, earthquake, acts of God, flood, drought or bad weather, the failure of the Service Facilities its Systems or the Equipment or Software, interruption of to the Data or problems associated with transmission or access by/to the System, the unavailability of material, information or data for or to update the Database, System or Software, or the requisitioning or other act or order by any government department, council or other constituted body. Neither Party shall further be under any liability to the other in any way whatsoever for any other circumstances or happenings (whether of the foregoing clauses or not) beyond its control. In the event of a failure of the System, IAVA™ shall, as soon as conditions return to normal, take all reasonable steps to rectify the failure at the earliest possible opportunity. In the event that any circumstances covered by this clause cannot be rectified or remedied or continues for a period of six months or more either may at its option terminate Membership forthwith and without liability for such termination.
All notices to or by the respective parties hereto shall be in writing in the English language and shall be deemed to have been duly given when delivered by hand, posted by recorded delivery post or sent be facsimile or email to the party to which such notice is required to be given under this agreement addressed as follows:
Contact: Directors of IAVA.co.uk™
Fax: 0118 986 6024
Or to such other address or facsimile number as the respective parties hereto may hereafter specify to the others in writing. Notices delivered by hand or sent by facsimile or email shall be deemed received the first working day following such delivery or sending. Notices, which have been posted as above, shall be deemed received on the 3rd working day following posting.
The Member shall not, without the prior written consent of the IAVA™, assign or transfer Membership or any of its rights to any other person, firm or company.
Failure or neglect by IAVA™ to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of the IAVA™'s rights hereunder nor in any way effect the validity of the whole or any part of any Agreement nor prejudice IAVA™'s rights to take subsequent action.
16. Entire Agreement and Amendments
These Terms and Conditions supersede any arrangements, understandings, promises or agreements made or existing prior to the signing of the acceptance of these terms and conditions, which constitutes the entire understanding between the parties. Except as otherwise provided herein, no addition, amendment or modification of these Terms and Conditions shall be effective unless it is in writing and signed by and on behalf of each party.
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.
In the event that any or part of these Terms and Conditions or provisions contained in these Terms and Conditions or any schedule attached or adopted as relative hereto shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent such term, condition or provision shall continue to be valid and enforceable to the fullest extent permitted by law.
This Agreement shall be governed and construed in all respects in accordance with English Law and The English Language.