Please read these customer terms of use (“Customer Terms”) carefully before accessing or using VICTVS services (“Services”) provided through our mobile apps (“Apps”) and our websites (“Websites”).
The Websites and Apps are operated by VICTVS Ltd, a private limited company registered in England with number 08710756 whose registered office is at Castleton Mill, Castleton Close, Leeds, LS12 2DS (“we” or “us” or “our”). Our VAT number is GB203955613. These Customer Terms apply to all Customers (“you” or “your”) who access or use the Services.
By using the Services, you agree to be legally bound by these Customer Terms, Data Processing Agreement and Privacy Policy as they may be modified and posted on our Websites from time to time. In these Customer Terms, “you” refers to the entity you represent (“Customer”).
If you do not agree with these Customer Terms, Data Processing Agreement or Privacy Policy, you may not use the Services.
You may connect to the Services using an Internet browser or mobile device that is supported by the Services. You are responsible for obtaining access to the Internet and any equipment necessary to use the Services.
1. Term
Use of your account shall commence after signup and shall continue until terminated by either party in accordance with the provisions of these Customer Terms.
2. Customer Data
You own all content and data you add to your account and you retain sole ownership of all rights, title and interest in, and to, your Customer Data. You have the sole responsibility for the legality, reliability, integrity, accuracy and quality of your Customer Data.
You grant us the perpetual right to use your Customer Data in an anonymised format.
We have no responsibility for the way in which you choose to use your account to store or process your Customer Data.
3. Data Processing
Each party undertakes to comply with its obligations under relevant applicable data protection laws, principles and agreements.
To the extent that personal data is processed by us on your behalf when you or Users use the Services, you acknowledge that we are a Data Processor, and the Customer is a Data Controller. The terms of the Data Processing Agreement shall apply to all Customer Data that we process on your behalf.
Any information that you provide to us during signup or information provided when ordering the Services (such as the Customer’s email address) will be used by us in accordance with the terms of the Privacy Policy.
If a third party alleges infringement of its data protection rights, we shall be obliged to take measures necessary to prevent the infringement of a third party’s rights from continuing.
4. Availability and Support
We will endeavour to make the Websites and Services available to the Customer and Users 24/7, however we shall not be liable if for any reason the Websites or Services is unavailable at any time or for any period.
We may suspend access to your account temporarily and without notice in the case of system failure, maintenance or repair or due to a Force Majeure Event (defined below).
We will provide technical support to you via the VICTVS Support Portal (this website), by email, and by telephone. Technical support will only be provided for bugs or errors that are reproducible by us. You agree to provide us with full and accurate details of all bugs and errors, on request. You acknowledge that we provide no warranty that all or any bugs or errors will be corrected.
5. Intellectual Property Rights
All intellectual property rights and title to the Services and materials on the Websites, including without limitation photographs and images (save to the extent they incorporate any Customer data or third party owned item) shall remain owned by us and our licensors and no interest or ownership in the Services or Websites is transferred to the Customer. Nothing in these Customer Terms shall be construed to mean, by inference or otherwise, that the Customer has any right to obtain source code for the software comprised within the Service or Website.
No part of the Services may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without our prior written permission.
When using the Services, Customers are encouraged to provide us with their feedback, suggestions or ideas for changes to the Services (“Feedback”). The Customer assigns to us all rights, titles and interest in any Feedback. If for any reason such assignment is ineffective, the Customer shall grant us a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and licence to use, reproduce, disclose, sub-licence, distribute, modify and exploit such feedback without restriction.
We may take and maintain technical precautions to protect the Services and Websites from improper or unauthorised use, distribution or copying.
6. Acceptable Conduct
The Customer is prohibited from posting or transmitting to or from the Apps, Websites and/or the Services any material:
- that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience.
- for which you have not obtained all necessary licences, consents and/or approvals.
- which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in any country in the world.
- which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
You must not use the Websites or the Services in any way that breaches any applicable local, national or international law or regulation; in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect; for the purpose of harming or attempting to harm minors in any way; or to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
We shall fully co-operate with any law enforcement authorities or court order requesting or directing us to disclose the identity or locate anyone posting any material in breach of the above rules on acceptable conduct.
7. Disclaimer and Customer Warranties
The material on the Websites and the Services is provided “as is”, without any conditions, warranties or other terms of any kind. While we endeavour to ensure that the information provided on the Websites and the information provided in connection with the Services is correct, we do not warrant the accuracy and completeness of such material. We may make changes to the material on the Websites or to the Services, or to the products and prices described on the Websites, at any time without notice. The material on the Websites may be out of date, and we make no commitment to update such material.
We may share information about our future product plans with you from time to time. Please note that any public statement about our product plans is an expression of intent and should not be relied upon when purchasing the Services. Any decision to use the Services should be based on the functionality or features we have made available today and not on the future delivery of any functionality or features.
You warrant and represent that:
- You have authority to enter into this agreement and to perform your obligations under these Customer Terms.
- The execution and performance of your obligations under these Customer Terms does not violate or conflict with the terms of any other agreement to which you are a party and is in accordance with any applicable laws.
- You shall respect all applicable laws and regulations, governmental orders and court orders, which relate to use of the Services, or Websites, and these Customer Terms.
- You rightfully own the necessary user rights, copyrights and ancillary copyrights and permits required for you to fulfil your obligations under these Customer Terms.
Except as expressly stated in these Customer Terms, all warranties and conditions, whether express or implied by statute, common law or otherwise (including but not limited to satisfactory quality and fitness for purpose), are hereby excluded to the fullest extent permitted by law. No warranty is made regarding the results of usage of the Service or Website or that the functionality of the Services or Websites will meet your requirements or that the Services or Websites will operate uninterrupted or error free.
8. Limitation of Liability
In no event whatsoever shall we be liable to you whether arising under these Customer Terms or in tort (including negligence or breach of statutory duty), misrepresentation or however arising, for any indirect or consequential loss or damage which shall include but not be limited to pure economic loss, losses incurred by any client of yours or other third party, loss of profits (whether categorised as direct or indirect loss), losses arising from business interruption, loss of business revenue, goodwill or anticipated savings, losses whether or not occurring in the normal course of business, wasted management or staff time, loss or corruption of data, or inability to use or the results of use of the Websites or Services, any websites linked to the Websites or the material on such websites.
You acknowledge and agree our total liability to you (whether in contract, tort or otherwise) under or in connection with the provision of the Websites or Services under these Customer Terms including any claim for indemnity or contribution shall not exceed one hundred (100) per cent of the total amount (excluding any VAT, duty, sales or similar taxes) paid by you to us during the preceding twelve (12) month period.
The Customer shall defend, indemnify and hold us and our employees, sub-contractors or agents harmless from and against any costs, losses, liabilities and expenses, including reasonable legal costs arising from any claim relating to or resulting directly or indirectly from:
- Any claimed infringement by the Customer, User or third party of any intellectual property rights with respect to use of the Websites or Services outside of the scope of these Customer Terms.
- Use by us of any Customer Data or Customer or User provided item.
- Any access to or use of the Websites or Services by a User, Client or a third party in breach of these Customer Terms.
- Breaches of data protection law or regulations resulting from the us processing data on behalf of and in accordance with the instructions of the Customer or User.
9. Confidentiality
Each party may disclose the confidential information of the other party to those of its employees and agents who have a need to know the confidential information for the purposes of these Customer Terms but only if the employee or agent is bound by confidentiality undertakings equivalent to those set out in these Terms.
Each party may disclose the confidential information of the other party to those of its employees and agents who have a need to know the confidential information for the purposes of these Customer Terms but only if the employee or agent executes a confidentiality undertaking equivalent to those set out in these Terms.
The obligations of confidentiality under these Customer Terms do not extend to information that: (i) was rightfully in the possession of the receiving party before the commencement of these Customer Terms; (ii) is or becomes public knowledge (otherwise than as a result of a breach of these Customer Terms); or (iii) is required by law to be disclosed.
10. Assignment
You may not transfer, assign, charge or otherwise dispose of these Customer Terms or any of your rights or obligations arising hereunder, without our prior written consent.
We may transfer, assign, charge, sub-contract or otherwise dispose of these Customer Terms, or any of our rights or obligations arising hereunder, at any time.
11. Relationship Between the Parties
The parties are independent contractors and nothing in these Customer Terms will be construed as creating an employer-employee relationship or a partnership between us.
12. Communicating Between the Parties
We will communicate with you in English only.
All notices from you must be given to us by email at support@victvs.com or by recorded delivery to Castleton Mill, Castleton Close, Leeds, LS12 2DS, UK. Unless explicitly stated otherwise in these Customer Terms we shall give all notices to you by email to your email address.
13. Changes
We maintain the right to change these Customer Terms, the Data Processing Agreement or Privacy Policy at any time, at our sole discretion upon giving you reasonable notice of any material change. Any changes will become effective on the date stated in such notice. If you or any User accesses or uses the Services after the date stated in any notice, this will constitute the Customer’s acceptance of any changes. If you do not accept the changes, you are obliged to cancel your account before the date stated in the notice and stop using the Services.
New features in the Services, including new tools and resources, will be subject to these Customer Terms.
14. Force Majeure
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations caused by events outside our reasonable control (a “Force Majeure Event”).
A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes but is not limited to: (i) strikes, lock-outs or other industrial action; (ii) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; (iii) fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic or other natural disaster; (iv) impossibility of the use of public or private telecommunications networks; (v) the acts, decrees, legislation, regulations or restrictions of any government.
Our performance of our obligations shall be deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to an end or to find a solution by which our obligations under these Customer Terms may be performed despite the Force Majeure Event.
15. Miscellaneous
Should a provision of these Customer Terms be invalid or become invalid then the legal effect of the other provisions shall be unaffected. A valid provision is deemed to have been agreed which comes closest to what the parties intended commercially and shall replace the invalid provision. The same shall apply to any omissions.
These Customer Terms, together with all documents referred to in them constitute the whole agreement and understanding between the parties and supersedes all prior agreements, representations, negotiations and discussions between the parties relating to the subject matter thereof.
Nothing contained in these Customer Terms is intended to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 or any other similar law in any jurisdiction.
16. Governing Law & Jurisdiction
These Customer Terms shall be governed by the laws of England and Wales. The courts of England shall have exclusive jurisdiction for the settlement of all disputes arising under these Customer Terms.