Terms of Service
Vivify Terms of Service
Last updated: February 2017
1. General Terms
In consideration of website hosting, website management, CMS lease & management, any web based software & email services provided by Vivify, Customer agrees to be bound by the following terms and conditions:
- Customer agrees to pay, in advance of each monthly or yearly service term, for services to be rendered.
- Customer agrees to be bound by the service term stated on the quote or order that was provided by Vivify and accepted by the Customer to order Vivify services.
- Customer agrees to a no-refund policy in advance. Authorisation fees, setup fees, monthly, quarterly, six-monthly & yearly service fees are non-refundable.
- Non-Payment of services shall result in a 5-day notice of disconnection. All payment failures must be rectified within 5 business days or the account may be suspended or terminated.
- Vivify is not and shall not be responsible for the data integrity of any accounts that are terminated, disconnected, or interrupted because of Customer’s failure to pay for Vivify services.
- Customers agree to pay all taxes applicable to their account.
2. Agreement for Services
Vivify will provide, and Customer will purchase and pay for, any services (the “Services”), according to the service fees specified in the formal advice or quotation for the applicable Service. Customer acknowledges that the service, and service fees have been communicated to the Customer, and that the Customer is aware of all applicable charges as per the Agreement (The Agreement is the acceptance of any quote or advice provided by Vivify). Customer also understands that no promotional offers will apply to their individual service unless those promotional offers are specified in this Agreement.
- Establishment and provision of service is contingent upon receipt of payment from Customer to Vivify.
- Customer must pay in full for the Services within 14 days of being invoiced, or within the time specified on the invoice.
- If a project extends beyond 90 days from the date of order placement, due to a delay not caused by Vivify, the final balance milestone payment will become due immediately on day 91 in order for the poject to proceed.
- Payment is due on the defined monthly recurring billing date of each month, quarter, six-months or year. All returned cheques will be charged a £45.00 service fee. Service will be interrupted on accounts that reach 5 days past due. Accounts that are not collectable by Vivify will be turned over to an outside agency for collection. If your account is turned over for collection, you agree to pay to Vivify a “Processing and Collection” Fee of not less than One Hundred (£100.00) Pounds nor more than Five Hundred (£500.00) Pounds.
4. Unpaid Accounts
Vivify may temporarily deny service or terminate this Agreement upon failure of Customer to pay charges when due. Such termination or denial will not relieve Customer of responsibility for the payment of all accrued service fees, and any collection of fees to which Vivify may be entitled under this Agreement or under applicable law.
5. Account Cancellation
Customers may voluntarily cancel their account once any contract obligations have expired by giving thirty (30) days notice to Vivify in writing either via the contact form on the Vivify Web site, or writing to: Vivify, Werks Central, 15-17 Middle St, Brighton, East Sussex, BN1 1AL England.
Customer can terminate their account once any contract obligations have expired. However, Customer understands and agrees that Vivify does not provide pro-rated or any other kinds of refunds on cancellations and intellectual property owned by Vivify will remain with Vivify. All fees Customer has paid shall be nonrefundable.
6. Refunds and Disputes
IMPORTANT NOTICE: EXCEPT AS EXPLICITLY PROVIDED IN THIS SECTION, (6), ALL PAYMENTS TO Vivify ARE NON-REFUNDABLE.
All payments to Vivify are non-refundable. This includes any setup fees and monthly fees regardless of usage. All billing disputes must be reported within thirty (30) days of the time the dispute occurred. Disputed charges to your credit card issuer, also known as chargebacks, which, in Vivify's sole discretion, are invalid under the terms and conditions of this Agreement, will result in service interruption, and reconnection fees to restore the desired service.
Please note that the amount refunded to you will be the amount you paid for recurring services only, and will not include any of the following fees:
- Setup fees,
- Fees for domain name registrations,
- Fees charged for exceeding your allotted disk storage space or bandwidth,
- SSL certificate fees,
- Web design fees,
- Payments made to contractors,
- Search Engine Optimisation fees,
- Web site marketing fees, and
- Any other fees for services involving a third party.
7. Customer agrees not to:
- engage in any activity that violates any international, foreign, federal, state, or local laws applicable to the service terms described in this Agreement.
Vivify reserves the right to discontinue service to any Customer it deems, in its sole discretion, violates any condition of service.
Customer agrees to defend, indemnify, and hold harmless Vivify, and the parents, subsidiaries, successors, assigns, employees and agents of Vivify against any losses, claims, damages, liabilities, penalties, actions, proceedings or judgments (collectively, “Losses”) to which an indemnified party may become subject and which Losses arise out of, or relate to this Agreement or Customer’s use of the Services, and to reimburse an indemnified party for all legal and other expenses, including reasonable legal fees incurred by such indemnified party in connection with investigating, defending, or settling any Loss whether or not in connection with pending or threatened litigation in which such indemnified party is a party.
Vivify shall not be liable under any circumstances for:
- Any indirect, incidental, special or consequential damages, punitive or exemplary damages, or for any loss of profits, loss of revenue, loss of use, or loss of data resulting from the use of Vivify services by customer or any third parties, regardless of the form of action or theory of liability, or
- Any loss of data resulting from delays, non-deliveries, mis-deliveries or service interruptions.
- Vivify does not assume any liability for the completeness, accuracy, or usefulness of any information disclosed or materials accessed through its services, its systems, its networks, or the internet.
Vivify provides the services and products as is, without warranty of any kind, whether express or implied. Vivify disclaims all warranties of non-infringement of any third-party rights, and disclaims all implied warranties, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Customer shall be solely responsible for the selection, use, and suitability of the services and Vivify shall have no liability therefore.
For websites that are hosted on a Vivify dedicated server or VPS a 99.9% uptime guarantee is provided. It will be specified in the quotation if a dedicated server or VPS is used for your particular website.
Unless specifically stated in the quote, all email services provided by Vivify do not come with any guarantee of uptime or message delivery. No liability is accepted for any viruses, spam or malicious code that may be transmitted through email services provided by Vivify.
For all other services, no guarantee of hosting or email uptime is provided or implied, unless specifically stated in an individual agreement signed by Vivify.
11. Intellectual Property
Code, scripts and other IP assets and copyright provided and/or developed by Vivify remain the property of Vivify and cannot be reproduced or moved.
To the maximum extent permitted by law, Vivify disclaims, all warranties, representations or other endorsements, express or implied, with regard to the information accessed from, or through, this service, the systems which provides it, and the internet, including all warranties of merchantability or fitness for a particular use, or non-infringement of any third-party rights.
13. No Waiver
No Waiver of Rights by Vivify.
Any failure by Vivify to enforce this Agreement in every instance in which it might apply does not amount to a waiver of any of Vivify rights.
Any controversy or claim arising out of or relating to this contract or any breach thereof in excess of £600.00 shall be settled by arbitration in accordance with the commercial arbitration rules of the Centre for Effective Dispute Resolution (CEDR), and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
From Vivify to Customer.
Vivify will notify you by e-mail of any notices that Vivify is required to provide to you under this Agreement, at the most current e-mail address you have provided to Vivify.
By entering this Agreement, you consent to receive notices by e-mail. You are solely responsible for ensuring that Vivify has your most current e-mail address, and Vivify shall not be responsible for any lost, misdirected, bounced, forwarded, or undeliverable e-mail that Vivify sends to the most current e-mail address you have provided to Vivify.
15.1. From Customer to Vivify
Unless otherwise specified in this Agreement, notices to Vivify shall be sent to the following address:
15-17 Middle St,
Brighton, East Sussex,
16. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom, without regard to choice of law or conflicts of law provisions that would cause the application of the law of another jurisdiction and the parties irrevocably submit to the exclusive jurisdiction of the courts of the United Kingdom.
All monetary amounts to which this Agreement refers shall be in Pounds Sterling.
18. Entire Agreement
This Agreement, including all of its component parts, comprises the entire agreement between you (the Customer) and Vivify, and supersedes any prior or previous agreements between you and Vivify with respect to the subject matter of this Agreement; provided, however, that you agree that you shall be subject to any additional terms and conditions of which Vivify notifies you from time to time, pursuant to this Agreement.
19. No Oral Modification
This Agreement may not be modified orally.
Customer shall not assign or attempt to assign its obligations under this Agreement without 8bits Media Ltd trading as Vivify prior and express written consent to such assignment.
Vivify may assign any or all of its rights and obligations under this Agreement at any time without prior notice to or consent of Customer.
21. Force Majeure
Vivify shall not be liable or deemed to be in default for any delay or failure in performance under this Agreement or interruption of service resulting directly or indirectly from vis major, civil or military authority, acts of public enemy, war, terrorism, riots, civil disturbances, insurrections, accidents, fire, explosions, earthquakes, floods, the elements, strikes, labor disputes, shortages of suitable parts, materials, labour or transportation, magnetic interference, interruptions of electrical power or other utility service, unavailability of any telecommunications or wireless service or connection to any telecommunications or wireless service, or any cause beyond the reasonable control of Vivify.
22. Severability of Terms
In the event that any portion of this Agreement is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions shall remain in full force and effect.
23. Limitation of Actions
Any cause of action you may have with respect to Vivify performance or alleged non-performance of this Agreement must be commenced within three (3) months after the claim or cause of action arises or such claim or cause of action is forever barred.
24. This Agreement
This agreement may be changed at any time, without notice or notification, by Vivify.