These Terms and Conditions were last updated on 26.11.2019
These Terms and Conditions are effective from 02.12.2019
THESE TERMS AND CONDITIONS ("TERMS") SET OUT THE TERMS ON WHICH SYSVIEW LIMITED ("SYSVIEW", "US", "WE", "OUR") PROVIDE YOU ("YOU", "YOUR", "CUSTOMER") WITH ACCESS TO THE SYSVIEW SIGNAGE SERVICE ("SERVICE") AT www.sysviewsignage.com, www.sysembed.com ). PLEASE READ THESE TERMS CAREFULLY AND ENSURE THAT YOU HAVE UNDERSTOOD THEM. BY CLICKING ON THE BUTTON MARKED "SIGN UP" YOU WARRANT THAT YOU UNDERSTAND AND ACCEPT THESE TERMS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF YOUR EMPLOYER OR ACTING AS AN EMPLOYEE, YOU WARRANT THAT YOU ARE AUTHORISED TO ENTER INTO LEGALLY BINDING CONTRACTS ON BEHALF OF YOUR EMPLOYER. THE SAME RIGHTS, LIMITATIONS AND RESTRICTIONS APPLY TO YOUR EMPLOYER. YOU AGREE THAT THESE TERMS ARE ENFORCEABLE AS IF THEY WERE WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOUR EMPLOYER. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE CEASE USE OF THE SERVICE IMMEDIATELY.
YOU ARE ADVISED TO PRINT AND RETAIN A COPY OF THESE TERMS FOR YOUR FUTURE REFERENCE.
"Billing Period" shall have the meaning at clause 4.1;
"Contract" means the contract between us and you for provision of the Service and which incorporates these Terms, the Data Processing Schedule, the Service Level Agreement and your online registration form;
"Content" means any and all data, files, documents, multimedia files, third party links, images, videos, and any other information or material whatsoever (in any format) submitted by you or the Users to the Service;
“Data Processing Schedule” means the Data Processing Schedule set out in Schedule 1 to these Terms.
"Fee" means the per Paired Screen fee payable by you for use of the Service as specified on the Website or otherwise agreed between us and you in writing;
"Free Trial" shall have the meaning attributed at clause 8.1;
"Hardware" means your computer, laptop or other device used to Use the Service;
"Intellectual Property Rights" means all intellectual property rights including without limitation, performer's reproduction rights, performer's distribution rights, performer's rental rights and performer's lending rights (collectively referred to as "Performer's Property Rights"), patents, utility models, trade and service marks, trade names, domain names, right in designs, copyrights, moral rights, topography rights, rights in databases, trade secrets and know-how and in all cases whether or not registered or register able and including registrations and applications for registration of any of these and rights to apply for the same, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world;
"Login Details" means the unique username and password required for all Users to access the Service;
"Minimum Requirements" means any minimum specifications required for your Hardware in order for you to use the features and functionality of the Service, as may be specified on the Website from time to time;
"Network" means the electronic communications network used by us to provide the Service;
"Pair" or "Paired" means a Screen that you have registered to the Service permitting you to view your Content on the Screen using your Hardware;
"Purpose" means to use, copy, compress, modify and transmit in order to provide you with the Service and perform our obligations under these Terms;
"Screen" means any television, monitor or other device supported by the Service which you have Paired;
"Service" means the digital signage service made available by us to you through the Website;
"Use" means having access to the Service for your organisation's own internal business purposes only; and "User" means an individual employee of your organization who you have permitted to use the Service and who has been given the Login Details.
2.1 If you are based outside of United States of America, Canada and Mexico (“North America”), your agreement is with Sysview Limited, a company registered in HongKong with the company registration number 095351489 and having its registered address at International House, 24 Holborn Viaduct, HongKong.
2.2 The Service is intended to be used for commercial purposes. If you wish to use the Service for private, non commercial purposes, please contact us using the email address at clause 16.
3.1 In order to Use the Service you shall be required to register using the online registration form made available to you on the Website. By completing the online registration form, you consent to us conducting verification and security procedures in respect of the information provided in such online registration form.
3.2 Upon the completion and submission of the online registration form by you on the Website, you shall be sent an email ("Confirmation Email") confirming your registration with us.
3.3 You hereby warrant that the information provided by you is true, accurate and correct. You further warrant that you shall promptly notify us in the event of any changes to such information provided.
3.4 You shall keep, and procure that all Users keep, any Login Details confidential and secure. Without prejudice to our other rights and remedies, we reserve the right to promptly disable your Login Details and suspend your access to the Service in the event we have any reason to believe that any User has breached any of the provisions set out herein.
4.1 Your Contract with us shall commence on the date we send your Confirmation Email. Your Contract shall continue for the Free Trial period and unless terminated in accordance with clause 8 below, on expiry of the Free Trial your Contract shall automatically renew for further recurring periods of either one (1) month or one (1) year (each a “Billing Period”), depending on the selection you have made, unless terminated by you or us in accordance with these Terms.
4.2 You may terminate your Contract with us at any time by providing notice in writing or by e-mail sent to the postal or e-mail address provided at clause 16, such notice to expire at the end of the Free Trial or the relevant Billing Period (as applicable) in which we received your notice to terminate. You will receive no refund of Fees paid in such circumstances.
4.3 You may also terminate this Contract (by providing ten (10) days’ notice in writing or by e-mail sent to the postal or e-mail address provided at clause 16) if we commit a material breach of this Contract. In such circumstances, we will refund to you a pro-rata portion of any Fees paid by you in advance.
4.4 We may give you notice to terminate your Contract and your Use of the Service at any time, your Contract and Use of the Service to terminate at the end of then current Billing Period.
4.5 We may suspend or terminate your Use of the Service immediately on notice to you in the event that:
4.5.1 third party services and network providers cease to make the third party service or network available to us;
4.5.2 you fail to comply with one or more of these Terms;
4.5.3 we believe that there has been fraudulent use, misuse or abuse of features and functionalities of the Service (in whole or in part); or
4.5.4 we believe that you have provided us with any false, inaccurate or misleading information, and for the avoidance of doubt, no Fees shall be refunded to you in the event of termination by us in accordance with sections 4.5.2- 4.5.4.
4.6 Upon termination of your Contract with us in accordance with this clause 4, your and any User's access to the Website and the Service shall cease and any Content will no longer be accessible through the Service. We may retain copies of your Content and/or other data (including any User's data) made available through the Service for auditing and/or tax purposes, or as may be required by us to comply with applicable law. These copies will always be held confidential.
5.1 In consideration for payment of the applicable Fees, we hereby grant to you a non-exclusive, non-transferable (without a right to sub-licence) licence to Use, and permit Users to Use, the Service for the duration of your Contract. You acknowledge that you shall be responsible for all Use of the Service by Users and shall ensure that these Terms are brought to the attention of all Users. You shall be liable for breach of these Terms by a User as if it were a breach by you.
5.2 The Service permits you and your Users to Pair Screens to view Content. Although the number of Screens that may be Paired is unlimited, we reserve the right to impose restrictions on the number of Screens you have Paired at any given time upon notice to you. You may Pair or unpair Screens at any time.
5.3 We shall use reasonable endeavours to make the Service available to you and the Users at all times, but we cannot guarantee uninterrupted or fault free service.
5.4 Our ability to provide the Service may be impaired by conditions or circumstances that are beyond our control, including, without limitation third party service providers, geographic or atmospheric conditions, local physical obstructions, software and hardware features or functionality of your personal computer, operating system and the number of other users logging onto the Service, server and/or Network at the same time. We shall take reasonable action to minimise the disruption caused by such circumstances but you acknowledge, agree and accept that some such interruptions may not be avoidable.
5.5 The Network is not controlled by us and may from time to time be upgraded, modified, subject to maintenance work or otherwise amended by the owner of the Network. Such circumstances may result in the Service being temporarily unavailable.
5.6 We use industry standard security measures to protect against the loss, misuse and alteration of the information, data, and/or content handled by our Service. However, you acknowledge and agree that we cannot guarantee complete security of such information, data, and/or content or that our security measures will prevent hacks, worms, bugs, trojans or such other similar devices that may allow access to or unauthorised viewing of such information, data, and/or content. However, we use reasonable endeavours in order to prevent such actions and unauthorised access from happening.
5.7 We reserve the right to make changes to the Service or part thereof, from time to time at our sole discretion, and we may from time to time update, add, remove, modify and/or vary any features or functionalities of the Service. If changes with significant impact on the Service are made that you are unhappy with, you have the right to terminate the Contract with immediate effect.
5.8 We offer support services 24 hours a day, Monday to Friday (excluding UK and US bank and public holidays) for the duration of your Contract in respect of your Use of the Service, which comprises of:
5.8.1 advice on Use of the Service; and
5.8.2 diagnosis of interruptions to the Service ("Fault"),in each case by emailing us at sales@sysembed.com .
5.9 Fault diagnosis is subject to you or any User providing a clear and accurate description of any Fault requiring support, including the circumstances in which it arose, the area of the Service to which the Fault relates and any other information reasonably required by us to remedy the Fault.
5.10 Subject to receiving a description in accordance with clause 5.9 above, we shall use our reasonable efforts to resolve the Faults within a reasonable time following receipt of your or a User's request pursuant to clause 5.8 and in accordance with our SLA.
5.11 The support detailed in this clause 5 shall not include the diagnosis and rectification of any Fault resulting from:
5.11.1 use of the Service other than in accordance with these Terms or the use of the Service for a purpose for which it was not designed;
5.11.2 a fault in your or a third party's software, hardware, network connections or application or any upgrade in respect thereof; or
5.11.3 a fault in the equipment or in any other software operating in conjunction with or integrating with the Service.
6.1 You agree that you are solely responsible and liable for all your activities on the Website and Use of the Service, including that of your Users. You shall be liable for any breach of these Terms by a User as if you had breached the Terms.
6.2 You shall promptly notify us in the event of a breach of security or any unauthorised Use of Login Details.
6.3 You are responsible for ensuring that any Content is not deemed to be offensive, illegal, inappropriate or that in any way:
6.3.1 promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
6.3.2 harasses or advocates harassment of another person;
6.3.3 displays pornographic or sexually explicit material;
6.3.4 promotes any conduct that is abusive, threatening, obscene, defamatory or libellous;
6.3.5 promotes any illegal activities;
6.3.6 provides instructional information about illegal activities, including violating someone else's privacy or providing or creating computer viruses;
6.3.7 promotes or contain information that you know or believe to be inaccurate, false or misleading;
6.3.8 engages in the promotion of contests, sweepstakes and pyramid schemes, without our prior written consent;
6.3.9 contains any virus or other thing or device which may prevent, impair or otherwise adversely affect the operation of the Website; or
6.3.10 infringes any Intellectual Property Rights or any other proprietary rights of any third party.6.4 For the duration of this Contract, you hereby grant, to us a non-exclusive, worldwide royalty free license to use the Content and all other materials submitted by you or any User solely for the Purpose.
6.5 You acknowledge that the Service does not verify the rights and restrictions applicable to any Content. Where you do not own the Content, you are solely responsible for checking the relevant licence rights and restrictions applicable to any Content. We shall not be liable to you for any losses, damages, costs or expenses incurred by you arising out of or in connection with your use of any Content through the Service.
6.6 You warrant and represent that you own, are licensed or otherwise have a right to use any and all the Intellectual Property Rights in any Content that you submit to the Service. You hereby indemnify and hold us harmless against all damages, losses, costs and expenses (including reasonable legal expenses) incurred or suffered by us arising out of or in connection with any claim made against us by a third party arising out of or in connection with our use or possession of any Content in accordance with these Terms.
6.7 You further agree that at all times, you shall, and procure that any User shall:
6.7.1 not use Login Details with the intent of impersonating another individual;
6.7.2 not allow any other person other than a User to use your Login Details;
6.7.3 not do anything likely to impair, interfere with or damage or cause harm or distress to any persons using the Service and the Website or in respect of the Network;
6.7.4 not use the Website and/or the Service, the content therein and/or do anything that will infringe any intellectual property right or other rights of any third parties;
6.7.5 not use any information obtained using the Service and/or the Website otherwise than in accordance with these Terms;
6.7.6 comply with our instructions and policies from time to time in respect of the Website and your Use of the Service;
6.7.7 co-operate with any reasonable security or mandatory legal checks or requests for information made by us from time to time; and
6.7.8 use the information made available to you using the Service and on the Website at your own risk.
6.8 In the event that You or any User breach any of the terms in this clause 6, or we in our sole and absolute discretion, reasonably suspect that you or any User have breached any of the terms set out in this clause 6, we reserve the right to terminate your Contract forthwith upon written notice.
7.1 Subject to clause 7.2, all Fees are invoiced in advance and are based on the number of Screens you have Paired at the start of the then-current Billing Period.
7.2 If you wish to pair any additional Screen(s) part way through a Billing Period, additional Fees will be payable in respect of such Screen(s), calculated on a pro-rata basis of the normal Fee for a Screen during the current Billing Period, for the period remaining in such Billing Period.
7.3 No reduction in, or refund of, Fees will be made if you un-Pair any Screen(s) during your Billing Period.
7.4 All Fees are non-refundable, unless otherwise agreed by us in writing.
7.5 Any invoices are payable within thirty (30) days of the invoice date. If we do not receive your payment by the applicable due date, we reserve the right to withhold access and/or terminate your Contract. If you wish to terminate your Contract, you shall be required to comply with clause 4.
7.6 We reserve the right to increase the Fees at any time upon written notice to you, which shall take effect from the start of the next Billing Period following the Billing Period in which we gave notice to you. You may, of course, choose to terminate the Contract in advance of the next Billing Period, should you not wish to accept the future Fee increase.
7.7 All Fees payable hereunder are exclusive of VAT or other sales tax, which will be added at the applicable rate.
8.1 We offer you a one-time free trial for such period set out on the Website from time to time, during which you can try out Use of the Service for free ("Free Trial"). You acknowledge that during any Free Trial, the Service may have certain restrictions and limited functionality (e.g. a limit on the number of Screens that may be Paired).
8.2 On expiry of the Free Trial, you will have the option to either (i) continue access to the Service by paying the Fees; or (ii) cease access to and Use of the Service.
8.3 Where you are taking up a Free Trial, you agree that we will have the right to send you communications, notices and news about the Service to your e-mail address and to use any alternate email address you may have provided.
8.4 We reserve the right to modify, cancel and/or limit this Free Trial offer at any time.
8.5 If you choose not to continue Use of the Service after the Free Trial, you acknowledge and agree that all Content shall no longer be accessible through the Service on expiry of the Free Trial.
9.1 You are only permitted to pair one screen per licence, unless you are using multiple screens in immediate proximity to the others (sometimes referred to as a “video wall”), in which case this can be considered one screen for the purposes of the licence. Note you will need the requisite hardware for this to work. For the avoidance of doubt, you are not permitted to split the signal from one device to power multiple screens not in immediate proximity without purchasing additional licences for each screen.
9.2 Our Broadcast and Sysview Dashboards features are provided and priced on the assumption that they are used in a normal way for an organization. For example, it would not be normal to broadcast 24/7, nor would it be normal to display hundreds of different dashboards in succession on one screen.
9.3 If you are using Space Based Billing and you have accounts on different tiers, you are not permitted to use features and functionality that are only available to more expensive tiers unless the paired screen has a licence on that tier.
9.4 If we believe that you are using the service in a way that falls outside of the Fair Usage Policy, we will speak to you to find a resolution which may include the need to apply additional fees.
9.5 If you choose not to change your usage or pay any additional fees after we contact you under these Terms, you may discontinue the Service and receive a pro-rata refund for any remaining time in your Billing Period.
9.6 If we cannot find a resolution, we reserve the right to Terminate your Account in accordance with clause 4.
10.1 You hereby warrant that (a) all Users are at least 18 years old; (b) you have the right and capacity to enter into and be bound by these Terms; and (c) you shall comply with all applicable laws regarding the Use of the Service.
10.2 The Service is provided to assist with viewing Content on Screens and should not be used as a back-up facility. You should ensure that you and the Users have adequate back-up facilities for any Content and we shall not be liable for any losses or damages incurred by you or any Users arising out of or in connection with your failure to implement adequate back-up facilities in respect of any Content.
10.3 You acknowledge that we use compression techniques in order to relay Content on Screens, which may result in a reduction in the image quality when viewed on a Screen. We cannot guarantee that any attempt to Pair a Screen will be successful and may be subject to your selected Screen meeting certain specifications specified by us from time to time.
10.4 Links to third party websites may appear on the Website from time to time. Such third party websites are not our responsibility and we accept no liability for the availability, suitability, reliability or content of such third party websites and third party software.
10.5 We shall not be liable for any delay or failure to provide the Service and/or make the Website available for reasons that is due to third parties including without limitation internet service providers, data centres, server hosting companies and telecommunication providers.
10.6 All warranties, representations, guarantees, conditions and terms other than those expressly set out herein whether express or implied by statute, common law, trade usage or otherwise, and whether written or oral are hereby expressly excluded to the fullest extent permissible by law. All information, advice, suggestions and recommendations made available to you are provided to you on an "as is" basis.
10.7 Nothing in these Terms shall be deemed to exclude, restrict or limit liability for the following categories:
10.7.1 death or personal injury resulting from negligence;
10.7.2 any liability for fraud or fraudulent misrepresentation;
10.7.3 any act of liability caused through wilful default;
10.7.4 any indemnity provided hereunder; or
10.7.5 any other liability which cannot be limited or excluded under applicable law.
10.8 Subject to clause 9.7, neither you nor us shall be responsible for any:
10.8.1 loss of profits, sales, business, or revenue;
10.8.2 loss or corruption of data, information or software;
10.8.3 loss of business opportunity;
10.8.4 loss of anticipated savings;
10.8.5 loss of goodwill; or
10.8.6 special, indirect or consequential loss, whether such losses, damages, costs and expenses resulted from your or our negligence, failure to comply with these Terms or otherwise.
10.8.7 Subject to clause 9.7, both parties’ maximum aggregate liability towards one another, arising from or in connection with this Contract, whether arising in contract, tort (including negligence) or otherwise, shall not exceed the Fees paid by you to us under the Contract in the twelve (12) months prior to the month in which the event or series of events arose (and in the event less than 12 months have elapsed, the aggregate liability shall be limited to the Fees payable by you in the first 12 months of your Contract, to be calculated by averaging the Fees paid (or payable in the case of Fees invoiced but not yet paid) by you during the preceding months).
11.1 We and/or our licensors own all rights in the Intellectual Property Rights relating to the Service and the Website. Subject to the limited licence granted under clause 5.1, all right, title and interest in and to the Service and the Website will remain exclusively with us and/or our licensors and we reserve all rights therein.
11.2 You are expressly prohibited from:
11.2.1 reproducing, copying, editing, transmitting, uploading or incorporating into any other materials, any of the Service or the Website; and
11.2.2 removing, modifying, altering or using any registered or unregistered marks/logos/design owned by us and/or its licensors, and doing anything which may be seen to take unfair advantage of our reputation and goodwill or could be considered an infringement of any of the rights in the Intellectual Property Rights owned by and/or licensed to us.
12.1 We and you agree to comply with our respective obligations as set out in the Data Processing Schedule 1.
13.1 You will not, and procure that the User will not misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to our Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack.
13.2 By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and will cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right, together with any User's right, to use the Website will cease immediately.
13.3 We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your, or any User's use of the Website or to your, or any User downloading of any material posted on it, or on any website linked to it.
14.1 Subject to your prior written approval, we may in any of our marketing material refer to you as our customer and refer to the type of services that we have provided to you.
14.2 Subject to your prior written approval, we may publish and circulate a case study describing the Service supplied by us to you, including aggregate figures relating to your use of the Service and the benefits it has brought to your business (for use by us as a marketing tool).
15.1 Unless otherwise set out to the contrary in these Terms, each party (the "Receiving Party") shall keep confidential all information and documentation disclosed by the other party (the "Disclosing Party") to the Receiving Party or of which the Receiving Party becomes aware which in each case relates to any operations, products, processes, dealings, trade secrets or the business of the Disclosing Party or which is identified by the Disclosing Party as confidential ("Confidential Information") and will not use any Confidential Information for any purpose other than the performance of its obligations under these Terms and/or, insofar as Sysview is the Receiving Party, improving performance of the Service. Other than to its employees, affiliates and sub-contractors to the extent that it is reasonably necessary for the purpose of performing its obligations under these Terms, the Receiving Party shall not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party.
15.2 The obligations contained in Clauses 14.1 shall not apply to any Confidential Information which is:
15.2.1 on the date your Contract comes into effect, or at any time after that date, in the public domain other than through breach of these Terms by the Receiving Party;
15.2.2 furnished to the Receiving Party without restriction by a third party having a bona fide right to do so;
15.2.3 required to be disclosed by the Receiving Party by law or regulatory requirements of any market place/stock exchange, provided that the Receiving Party shall give the Disclosing Party as much notice as reasonably practicable of the requirement for such disclosure.
16.1 If we fail at any time to insist upon strict performance of our obligations under these Terms, or if we fail to exercise any of the rights or remedies to which we are entitled to under these Terms, this will not constitute a waiver of any such rights or remedies and shall not relieve you from compliance with such obligations.
16.2 You shall comply with all foreign and local laws and regulations which apply to your Use of the Website in whatever country you are physically located, including without limitation, export control laws and regulations.
16.3 Neither party will be responsible for delays resulting from circumstances beyond the reasonable control of such party, provided that the non-performing party uses reasonable efforts to avoid or remove such causes of non-performance and continues performance hereunder with reasonable dispatch whenever such causes are removed.
16.4 A waiver by us of any default shall not constitute a waiver of any subsequent default.
16.5 No waiver by us of any of the Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
16.6 All notification and communication should be sent to the contact details set out in clause 16 below (in the case of Sysview) or the contact details given by you in the online registration form on the Website. A notice or communication is deemed given: (i) if delivered personally, when left at the relevant party's address; (ii) if sent by post, two working days after posting it; (iii) if sent by email on completion of its transmission.
16.7 If any of these Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent, be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
16.8 Your Contract represents the entire agreement between you and us in respect of your use of the Website and shall supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
16.9 You acknowledge that in entering into these Terms, you have not relied on any representations, undertaking or promise given by or implied from anything said or written whether on the Website, the Internet or in negotiation between us (whether made innocently or negligently) except as expressly set out in these Terms.
16.10 These Terms are governed by and construed in accordance with English law. The Courts of England shall have exclusive jurisdiction over any disputes arising out of these Terms.16.11 We may make small amendments to these Terms by giving reasonable notice on our Website. By continuing (or Users continuing) to Use the Service after expiry of the notice period, you will be deemed to have accepted any amendment to these Terms. For more significant changes, we will notify existing customers by email.
16.12 Unless it expressly states otherwise, this Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract. The rights of the parties to rescind or vary this Contract are not subject to the consent of any other person.
17.1 Please direct any queries about these terms to: sales@sysembed.com
Data Processing Schedule 1.