Terms and Conditions

ECOMMERCE TERMS AND CONDITIONS

Last updated: October 2020

These terms and conditions are the contract between you and VigiTrust Ltd. By visiting or using Our Website, or signing up for our Services, you agree to be bound by them.

We are VigiTrust Ltd a company registered in Ireland number 366767.

Our address is 2nd Floor, Cunningham House, Francis Street, Dublin, Co. Dublin, Ireland. D08 H48R

VAT Registration Number: IE 9687670L

You are: Anyone who uses our websites or buys Service from us.

Please read this agreement carefully and save it. If you do not agree with it, you should leave Our Website and stop using the site or the Services immediately.

These are the agreed terms

1.    Definitions

“Content” means the textual, visual or aural content that is encountered as part of your experience on Our Website. It may include, among other things: text, images, sounds, videos and animations. It includes content Posted by you.

“Intellectual Property” means intellectual property owned by us, of every sort, whether or not registered or registrable in any country, including intellectual property of all kinds coming into existence after today; and including, among others, patents, trademarks, unregistered marks, designs, copyrights, software, domain names, discoveries, creations and inventions, together with all rights which are derived from those rights.

“Our Website” means any website or service designed for electronic access by mobile or fixed devices which is owned or operated by us[or any member of the [name] group of companies].It includes all web pages controlled by us.

“Post” means place on or into Our Website any Content or material of any sort by any means.

“Services” means all of the services available from Our Website, whether free or charged.

“Visitor” means anyone who visits Our Website.

2.    Interpretation

In this agreement unless the context otherwise requires:

2.1. a reference to a person includes a human individual, a corporate entity and any organization which is managed or controlled as a unit.

2.2. a reference to a person includes reference to that person’s successors, legal representatives, permitted assigns and any person to whom rights and obligations are transferred or passed as a result of a merger, division, reconstruction or other re-organization involving that person.

2.3. in the context of permission, “may not” in connection with an action of yours, means “must not”.

2.4. the headings to the paragraphs and schedules (if any) to this agreement are inserted for convenience only and do not affect the interpretation.

2.5. any agreement by either party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing.

2.6. except where stated otherwise, any obligation of any person arising from this agreement may be performed by any other person.

2.7. a reference to an act or regulation includes new law of substantially the same intent as the act or regulation referred to.

2.8. these terms and conditions apply to all supplies of Services by us. They prevail over any terms proposed by you.

2.9. this agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.

3.    How we handle your Content

3.1. Our privacy policy is strong and precise. It complies fully with the GDPR and Data Protection Act 2018 which is at http://www.irishstatutebook.ie/eli/2018/act/7/enacted/en/html

3.2. If you Post Content to any public area of Our Website, it becomes available in the public domains. We have no control over who sees it or what anyone does with it.

3.3. Even if access to your text is behind a user registration it remains effectively in the public domain because someone has only to register and log in, to access it. You should therefore avoid Posting unnecessary confidential information.

3.4. Posting content of any sort does not change your ownership of the copyright in it. We have no claim over it and we will not protect your rights for you.

3.5. You understand that you are personally responsible for your breach of someone else’s intellectual property rights, defamation, or any law, which may occur as a result of any Content having been Posted by you.

3.6. You accept all risk and responsibility for determining whether any Content is in the public domain and not confidential.

3.7. Please notify us of any security breach or unauthorized use of your account.

4.    Restrictions on what you may Post to Our Website

We invite you to Post Content to Our Website in several ways and for different purposes. We have to regulate your use of Our Website to protect our business and our staff, to protect other users of Our Website and to comply with the law. These provisions apply to all users of Our Website.

We do not undertake to moderate or check every item Posted, but we do protect our business vigorously. If we believe Content Posted breaches the law, we shall co-operate fully with the law enforcement authorities in whatever way we can.

4.1. You agree that you will not use or allow anyone else to use Our Website to Post Content or undertake any activity which is or may:

4.2. be unlawful or tend to incite another person to commit a crime.

4.3. consist in commercial audio, video or music files.

4.4. be obscene, offensive, threatening, violent, malicious or defamatory.

4.5. be sexually explicit or pornographic.

4.6. be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age or affiliation with any person.

4.7. request or collect passwords or other personal information from another user without his permission, nor Post any unnecessary personal information about yourself.

4.8. be used to sell any goods or services or for any other commercial use not intended by us, for yourself or for any other person. Examples are sending private messages with a commercial purpose or collecting information with the intention of passing it to a third party for his commercial use.

4.9. include anything other than words (i.e. you will not include any symbols or photographs) except for a photograph of yourself in your profile in such place as we designate.

4.10. facilitate the provision of unauthorized copies of another person’s copyright work.

4.11. link to any of the material specified in this paragraph.

4.12. Post excessive or repeated off-topic messages to any forum or group.

4.13. sending age-inappropriate communications or Content to anyone under the age of [18].

5.    Your Posting: restricted content

In connection with the restrictions set out below, we may refuse or edit or remove a Posting which does not comply with these terms.

In addition to the restrictions set out above, a Posting must not contain:

5.1. hyperlinks, other than those specifically authorized by us.

5.2. keywords or words repeated, which are irrelevant to the Content Posted.

5.3. the name, logo or trademark of any organization other than that of you or your client.

5.4. inaccurate, false, or misleading information.

6. Removal of offensive Content

6.1. For the avoidance of doubt, this paragraph is addressed to any person who comes on Our Website for any purpose.

6.2. We are under no obligation to monitor or record the activity of any customer for any purpose, nor do we assume any responsibility to monitor or police Internet-related activities. However, we may do so without notice to you and without giving you a reason.

6.3. your claim or complaint must be submitted to us in the form available on Our Website or contain the same information as that requested in our form. It must be sent to us by post or email.

6.4. we shall remove the offending Content as soon as we are reasonably able.

6.5. after we receive notice of a claim or complaint, we shall investigate so far as we alone decide.

6.6. we may re-instate the Content about which you have complained or not.

6.7. In respect of any complaint made by you or any person on your behalf, whether using our form of complaint or not, you now irrevocably grant to us a license to publish the complaint and all ensuing correspondence and communication, without limit.

6.8. You now agree that if any complaint is made by you frivolously or vexatiously you will repay us the cost of our investigation including legal fees, if any.

7.    Security of Our Website

If you violate Our Website, we shall take legal action against you. You now agree that you will not, and will not allow any other person to:

7.1. modify, copy, or cause damage or unintended effect to any portion of Our Website, or any software used within it.

7.2. link to Our Website in any way that would cause the appearance or presentation of Our Website to be different from what would be seen by a user who accessed Our Website by typing the URL into a standard browser.

7.3. download any part of Our Website, without our express written consent.

7.4. collect or use any product listings, descriptions, or prices.

7.5. collect or use any information obtained from or about Our Website or the Content except as intended by this agreement.

7.6. aggregate, copy or duplicate in any manner any of the Content or information available from Our Website, other than as permitted by this agreement or as is reasonably necessary for your use of the Services.

7.7. share with a third party any login credentials to Our Website.

7.8. Despite the above terms, we now grant a license to you to:

7.9. create a hyperlink to Our Website for the purpose of promoting an interest common to both of us. You can do this without specific permission. This license is conditional upon your not portraying us or any product or service in a false, misleading, derogatory, or otherwise offensive manner. You may not use any logo or other proprietary graphic or trademark of ours as part of the link without our express written consent.

7.10. you may copy the text of any page for your personal use in connection with the purpose of Our Website or a Service we provide.

8.    Uploading to our servers

8.1. You must not upload to, or store on our servers any material or Content which you are not permitted by this agreement to Post to Our Website.

8.2. You may not share, let or sub-license space on the servers. (except as an authorized re-seller).

8.3. You may not upload to any shared server, any of the following pages, namely those:

8.4. pages with banners, graphics or CGI scripts running from their domain being used on other domains. (e.g., hot-linking, image-sucking, load-spreading);

8.5. pages with very large graphic archives or galleries.

8.6. pages offering download archives or large media distribution (>5GB), such as .zip, .tar, .sit, .ra, .avi, .mov, .asf and .GZ;

8.7. pages running large or busy chat rooms.

8.8. pages using more than [8] % of system resources.

8.9. You may not send more than 500 email messages per hour.

9.    Disclaimers and limitation of liability

9.1. The law differs from one country to another. This paragraph applies to sales throughout the EU.

9.2. All implied conditions, warranties and terms are excluded from this agreement. If in any jurisdiction an implied condition, warrant or term cannot be excluded, then this sub paragraph shall be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty or term.

9.3. We make no representation or warranty that the Services will be:

9.3.1. useful to you.

9.3.2. of satisfactory quality.

9.3.3. fit for a particular purpose.

9.3.4. available or accessible, without interruption, or without error.

9.4. We claim no expert knowledge in any subject. We disclaim any obligation or liability to you arising directly or indirectly from information you take from Our Website.

9.5. You agree that in any circumstances when we may become liable to you, the limit of our liability is the amount you have paid us in the immediately preceding 12-month period for the Services concerned.

9.6. We shall not be liable to you for any loss or expense which is:

9.6.1. indirect or consequential loss; or

9.6.2. economic loss or other loss of turnover, profits, business or goodwill, even if such loss was reasonably foreseeable or we knew you might incur it.

9.7. This paragraph (and any other paragraph which excludes or restricts our liability) applies to our directors, officers, employees, subcontractors, agents and affiliated companies as well as to us.

9.8. If you become aware of any breach of any term of this agreement by any person, please tell us by [state action required]. We welcome your input [but do not guarantee to agree with your judgement].

9.9. Nothing in this agreement excludes liability for a party’s fraud.

10.    You indemnify us

You agree to indemnify us against all costs, claims and expense arising directly or indirectly from:

10.1. your failure to comply with the law of any country.

10.2. your breach of this agreement.

10.3. any act, neglect or default by any agent, employee, licensee or customer of yours.

10.4. a contractual claim arising from your use of the Services

10.5. a breach of the intellectual property rights of any person.

For the purpose of this paragraph you agree that the cost of our management and technical time is properly recoverable and can reasonably be valued at € [100.00] per hour without further proof.

11.    Dispute resolution

In this paragraph the term “ADR Provider” means an approved body under the European Union (Alternative Dispute Resolution for Consumer Disputes) Regulations 2015.

The following terms apply in the event of a dispute between the parties:

11.1. If you are not happy with our services or have any complaint, then you must tell us by email message to [email address or an updated address which you will find on Our Website].

11.2. Detailed information about our complaint handling procedure is at [enter link (if any)]

11.3. If a dispute is not settled as set out above, we hope you will agree to attempt to resolve it by engaging in good faith with us in a process of mediation or arbitration.

11.4. We can propose an ADR Provider or will listen to your proposal. If you are in any way concerned, you should read the regulations at: http://ec.europa.eu/consumers/odr/.

12.    Miscellaneous matters

12.1. You undertake to provide to us your current land address, e-mail address and telephone number as often as they are changed together with all information that we may require to enable us to fulfil our obligations under this contract.

12.2. The schedules, if any, to this agreement are part of the agreement and have the same force and effect.

12.3. If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.

12.4. The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title.

12.5. If you are in breach of any term of this agreement, we may:

12.5.1. terminate your account and refuse access to Our Website.

12.5.2. remove or edit Content or cancel any order at our discretion.

12.5.3. issue a claim in any court.

12.6. Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.

12.7. No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.

12.8. Any communication to be served on either of the parties by the other shall be delivered by hand or sent by first class post or recorded delivery or by e-mail.

12.9. It shall be deemed to have been delivered:

12.9.1. if delivered by hand: on the day of delivery.

12.9.2. if sent by post to the correct address: within 72 hours of posting.

12.9.3. If sent by e-mail to the address from which the receiving party has last sent e-mail: within 24 hours if no notice of non-receipt has been received by the sender. [Take care before agreeing to accept service by e-mail. It may be convenient, but the parties could miss or accidentally delete the message].

12.10. So far as the law permits, and unless otherwise stated, this agreement does not give any right to any third party.

12.11. Neither party shall be liable for any failure or delay in performance of this agreement, which is caused by circumstances beyond its reasonable control, [including any labor dispute between a party and its employees].

12.12. In the event of any conflict between any term of this agreement and the provisions of the constitution of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.

12.13. The validity, construction and performance of this agreement shall be governed by the laws of Ireland and you agree that any dispute arising from it shall be litigated only in Ireland.