Terms & Conditions

Thank you for considering Xanview as a trusted security partner. By using Xanview's products and services (Goods, Services, and Software), you agree to the entirety of the terms and conditions below.

 

TIMELINE USER TERMS

  1. We (Xanview Limited) are registered in England and Wales under company number 06980729 and have our registered office at Kemp House, 156 - 160 City Road, London, England, EC1V 2NX.

  2. Our site is operated by Xanview Limited (We). We are registered in England and Wales under company number 06980729 and have our registered office at Kemp House, 156 - 160 City Road, London, England, EC1V 2NX.

  3. Definitions

    1. Footage: footage from one or more of a Timeline User’s video surveillance cameras, via PCs, laptops, tablets and smart phones where the video surveillance cameras have been connected to the internet by a Supplier via a Timebox

    2. Installer: one of our approved installers

    3. Intellectual Property Rights: as defined in clause 56 

    4. Our site: our Timeline website

    5. Services: the services available to you via our site including but not limited to Cloud Backup Storage, TimeLine Plus and other subscriptions

    6. Software: the software contained on the Timebox

    7. Timeline Account: a personal Timeline account allocated by us to a Timeline User.

    8. Timeline User: a registered Timeline User who has purchased a Timeline box from an Installer, or who has been registered to a Timeline account.

  4. These terms tell you the rules for using our site.

  5. Our site can only be accessed by one of our approved Installers and also Timeline Users. As a Timeline User you will have been allocated with a personal Timeline Account. By doing so you have agreed to purchase, via your Installer, one of our Services, or unless in exceptional circumstances, Xanview has agreed in writing to liaise directly with the Timeline User.

  6. Our site is a web and also app-based application that enables Timeline Users to view and manage the Footage from one or more of their video surveillance cameras, via PCs, laptops, tablets and smart phones where the video surveillance cameras have been connected to the internet via a Timebox installed by an Installer and the relevant service purchased from us by you via your Installer. It may also be integrated into other security devices including alarms and access controls. 

  7. When you purchase a TimeBox, you will be registered as a Timeline User. A Timeline User will be allocated a personal Timeline Account and will be requested to choose a password in that respect when you first access our site. As a Timeline User you are solely responsible for maintaining confidentiality and security of your password and you agree not to disclose the password to any other person.  

  8. We have the right to terminate any Timeline Account and/or password at any time and disable your use of our site, if, in our opinion, you have failed to comply with any of the provisions of these terms.

  9. Provided that you have purchased and had installed by an Installer one of our Timeboxes, you may then access and view Footage.

  10. All Footage uploaded by you remains your property including any relevant copyright. By uploading Footage you grant to us a non-exclusive, perpetual, royalty, worldwide licence to access, store and use the Footage as required by us in order to provide you with the Services. 

  11. The Services available to you via our site include but are not limited to Cloud Backup Storage and TimeLine Plus, which you may purchase as described on our site and as described in relevant marketing materials.

  12. We retain the right to vary the activity entitlement of Services without notice, subject to all such variations being applicable no earlier than the end of your current contracted Service period.

  13. By purchasing a TimeBox and the Services and registering as a Timeline User you represent and warrant that:

    1. all registration information that you submit is truth and accurate in all respects;

    2. you will maintain the accuracy of such information;

    3. you are 18 years of age or older;

    4. your use of our site does not violate any applicable law or regulation. 

  14. By using our site and clicking on “I agree” when logging onto your Timeline Platform, you confirm that you accept these terms of use (including the software licence below) and that you agree to comply with them.

  15. If you do not agree to these terms you must not use our site.

  16. These terms of use are in addition to our Privacy Policy.

  17. You must also comply with the standards set out in our Acceptable Use Policy. Definitions used in these terms are applicable to our Acceptable Use Policy. 

  18. We amend these terms of use from time to time and therefore advise that you check back periodically for any changes. 

  19. We may update and change our Timeline site from time to time to reflect changes to the Services, the Timeline Users' needs and our business priorities.

  20. We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

  21. You are also responsible for ensuring that all persons associated with you who access this site are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

  22. As a Timeline User you have been provided with a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any other person.

  23. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.

  24. If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at support@xanview.com.

  25. If you print off, copy or download any part of our site in breach of these terms of use or gain unauthorised access to, hack into or gain unauthorised access to Xanview’s software code, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

  26. Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date.

  27. Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.

  28. We process information about you in accordance with our privacy policy. By using our site you consent to such processing and you warrant that all personal data provided you for that purpose is correct. 

  29. We maintain data centres in the United Kingdom and also the Netherlands. 

  30. We do not exclude or limit in any way our liability to you where it would be unlawful to do so such as liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors. 

  31. However, we hereby exclude our liability as follows:

    1. we exclude all implied conditions, warranties, representations or other terms that may apply to our site or any content on it;

    2. we will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

      1. use of, or inability to use, our site; or

      2. use of or reliance on any content displayed on our site.

    3. In particular, we will not be liable for:

      1. loss of profits, sales, business, or revenue;

      2. business interruption;

      3. loss of anticipated savings;

      4. loss of business opportunity, goodwill or reputation; or

      5. any indirect or consequential loss or damage.

  32. We do not guarantee that our site will be secure or free from bugs or viruses.

  33. You are responsible for configuring your information technology, computer programmes and platform to access our site. You should use your own virus protection software.

  34. You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. 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 we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

  35. You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

  36. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

  37. You must not establish a link to our site in any website that is not owned by you.

  38. We reserve the right to withdraw linking permission without notice.

  39. The website in which you are linking must comply in all respects with the standards set out in our Acceptable Use Policy.

  40. In the event that we terminate your Timeline Account or otherwise disable your use of our site, on your request, Footage will only be returned to an IP address, or in the case of physical delivery, to a postal address, previously associated with you. Failure to pay the specified fee for the return of Footage, within 90 days of our request, will result in the Footage being destroyed. 

  41. We reserve the right to retain a copy of any Footage that may be required to detect or assist in the prevention of a criminal offence. 

  42. We give no warranty or assurance that our site may be lawfully viewed or content downloaded from outside of the United Kingdom. 

  43. Save for some third party software incorporated in the Software, we are the entire legal and beneficial owner and licensor of the Software.  

  44. We hereby grant you non-exclusive licence to use the Software to access our site.

  45. Your use of the Software shall be restricted to use in object code form for the purpose of accessing and using our site. 

  46. You may not use the Software other than as specified in these terms.

  47. You have no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part.

  48. You shall indemnify and hold us harmless against any loss or damage which we may suffer or incur as a result of your misuse of the Software or our Intellectual Property Rights therein.

  49. You shall not:

    1. sub-license, assign or novate the benefit or burden of this licence in whole or in part;

    2. allow the Software to become the subject of any charge, lien or encumbrance; or 

    3. deal in any other manner with any or all of your rights and obligations under this licence.

  50. We may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of our rights and obligations under this licence without giving you notice.

  51. We each confirm that we are acting on our own behalf and not for the benefit of any other person.

  52. You shall notify us as soon as you become aware of any unauthorized use of the Software by any person.

  53. We will provide you with maintenance releases from time to time. 

  54. We do not warrant that your use of the Software or Services will be uninterrupted or error-free.

  55. You acknowledge that all Intellectual Property Rights in our site and the Software and any maintenance releases (and otherwise in relation to our site) belong and shall belong to us (or the relevant third-party owners (as the case may be)), and that you have no rights in or to the Intellectual Property Rights in the Software or our site other than the right to use it in accordance with the terms of this licence.

  56. For the purpose of clause 56, Intellectual Property Rights shall include patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

  57. This licence shall automatically terminate in the following circumstances:

    1. we disable your use of our site or terminate or suspend your Timeline Account;

    2. you cease making payments to your Installer in respect of your use of our site; or 

    3. you commit a material breach of the terms of this licence.

  58. On the termination of this licence:

    1. all rights granted to you under this licence shall cease;

    2. you shall cease all activities authorised by this licence.

  59. Our address for the service of any notice is Xanview Limited, Kemp House, 152-160 City Road, London, EC1V 2NX, UK or such other address as we shall publish on our site.

  60. We may validly serve notice on you at the last email address notified to our site as being your contact email address.

  61. No failure or delay by us to exercise any right or remedy provided under this licence or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy by us. Furthermore, no single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

  62. If any provision or part-provision of this licence is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this licence.

  63. This licence and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

  64. We both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

INSTALLER & END USER TERMS

1.   Interpretation

1.1 Definitions:

  1. Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

  2. Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 16.3.

  3. Confidential Information: any information of a confidential nature concerning the business, affairs, customers, clients or suppliers of the other party including but not limited to information relating to a party's operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers.

  4. Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

  5. Customer: the person or firm who purchases the Goods from the Supplier, being a security system installer approved by the Supplier, unless otherwise approved in writing by the Supplier.

  6. Data Protection Legislation:  the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the GDPR and any other directly applicable European Union regulation relating to privacy.

  7. End User: a customer or client of the Customer to whom it has resold the Goods.

  8. Force Majeure Event: an event or circumstance beyond a party's reasonable control.

  9. GDPR:  General Data Protection Regulation ((EU) 2016/679).

  10. Goods: the goods (or any part of them) set out in the Order, being the Supplier’s “Timebox” including the “Timeline” software and associated services such as Cloud back up, Timeline Plus and other subscriptions.

  11. Intellectual Property Rights:  patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, any rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world.

  12. Order: the Customer's order for the Goods, as set out in the invoice.

  13. Software: the Supplier’s computer programme comprised in the Goods.

  14. Software Licence: a licence to use the Software granted by the Supplier to the Customer and also the End User.

  15. Specification: any specification for the Goods that is agreed in writing by the Customer and the Supplier.

  16. Supplier: Xanview Limited (registered in England and Wales with company number 06980729) or any authorised distributor of the Goods.

  17. Third Party Software: any software comprised in the Goods or the Software that is owned by a third party.

  18. Timeline User Terms: the terms governing the Supplier’s and also End User’s use of the Website.

  19. UK Data Protection Legislation:  any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 or any successor legislation.

  20. Website: the Supplier’s Timeline website which the Supplier and End Users access by using the Software.

1.2 Interpretation:

(a) a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

(b) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

(c) a reference to writing or written includes emails.

2. Basis of contract

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.

2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence. Once accepted an Order may only be cancelled with the consent of the Supplier.

2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

2.5 Any samples, drawings, descriptive matter or advertising produced by the Supplier (including online) and any descriptions or illustrations contained in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

2.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 15 Business Days from its date of issue.

3. Goods

3.1 The Goods are described in the Supplier's online catalogue or other brochure.

3.2 The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements or standard market conditions or requirements.

4. Delivery

4.1 The Supplier shall ensure that:

(a) each delivery of the Goods is accompanied (potentially delivered electronically) by a delivery note that shows the date of the Order, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

(b) if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.

4.2  The Supplier shall deliver the Goods to the location set out in the Order (Delivery Location) at any time after the Goods are ready.

4.3  Delivery is completed on the completion of unloading of the Goods at the Delivery Location.

4.4  Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods, whether in contract, tort or otherwise including in respect of any indirect of consequential losses of any kind including loss of profits, business or use.

4.5  If the Supplier fails to deliver the Goods, its liability shall be limited to the price paid by the Customer for the Goods. The Supplier shall have no other liability to the Customer, whether in contract, tort or otherwise including for any indirect or consequential losses of any kind including loss of profits, business or use.

4.6  The Supplier shall have no liability to the Customer in respect of short delivery or damage to the Goods during transit. The Supplier reserves the right to supply the Customer with an alternative to the Goods which are of equal or superior quality to the Goods.

4.7  If the Customer fails to accept delivery of the Goods within three Business Days of the Supplier attempting to deliver them then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier first attempted delivery; and

(b) the Supplier shall store the Goods until delivery takes place and charge the Customer for all related costs and expenses (including insurance).

4.8 If ten Business Days after the day on which the Supplier first attempted to deliver the Goods the Customer has not accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

4.9 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5. Returns and refunds

5.1 Subject to the Customer’s rights under clause 6, the Goods may only be returned within 14 Business Days of delivery with the consent of the Supplier and subject to:

(a) the Goods being current catalogue items of the Supplier;

(b) the Goods being undamaged, unopened and fully marketable for sale by the Supplier “as new”; and

(c) if required by the Supplier, the payment by the Customer of a handling/administration charge based on 10% of the re-stocking fee.

6. Quality

6.1 The Supplier warrants that on delivery, and for a period of 24 months from the date of delivery (warranty period), the Goods shall:

(a) conform in all material respects with their description and any applicable Specification; and

(b) be free from material defects in design, material and workmanship; and

(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

(d) be fit for any purpose held out by the Supplier.

6.2 Without prejudice to the generality of the foregoing, the Supplier shall use its reasonable endeavours to ensure that the Goods are as advertised in its online catalogue in terms of dimension, specification and quantity. However, the Supplier reserves the right, without notice to the Customer, to make reasonable adjustments to the Goods to vary their dimension, specification, (including software updates) or quantity without any liability to the Customer.

6.3 Subject to clause 6.4, if:

(a) the Customer gives notice to the Supplier in accordance with clause 6.7 during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 6.1; and

(b) the Supplier is given a reasonable opportunity of examining such Goods; and

(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business, at the Customer’s cost (subject to clause 6.8), in accordance with clause 6.7, the Supplier shall, at its sole option, repair or replace the defective Goods, or refund the price of the defective Goods. Repair or replacement of the Goods may be undertaken with new or refurbished product or components, at the Supplier’s sole discretion. If the Goods or a component incorporated within them are no longer available, the Supplier may, at its sole discretion, replace the Goods with a similar product of similar function.

6.4 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 6.1 in any of the following events:

(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 6.37;

(b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods;

(c) the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;

(d) the Customer alters or repairs the Goods without the written consent of the Supplier;

(e) the defect arises as a result of fair wear and tear, wilful or accidental damage, negligence, or abnormal storage or working conditions; or

(f) the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements;

(g) the Customer, End User or a third party tampers with or adjusts the Goods in some other way.

6.5 Except as provided in this clause 6, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 6.1.

6.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

6.7 The terms of the warranty set out in clause 6.1:

(a) are transferrable by the Customer to End Users to whom her resells the Goods but such transfer shall not extent the warranty period;

(b) do not cover the installation, activation and set up services in respect of the Goods;

(c) shall apply to any repaired or replacement Goods supplied by the Supplier for the longer of:

(i) 90 days from the date of delivery of the repaired or replacement Goods; or

(ii) the remainder of the original warranty period.

6.8 In the first instance the Customer shall email the Supplier’s Technical Support team, contact details for which can be found on the Supplier’s website. They will endeavour to deal with any technical problems with the Goods by email. However, if it is necessary to return the Goods to the Supplier, the Customer will be provided with a Returns Authorisation Number which must be clearly marked on the returned Goods’ packing. The Customer must also include a copy of the original invoice raised by the Supplier in respect of the Goods. Any Goods returned by the Customer to the Supplier without a copy of the original invoice will not be accepted or acknowledged for the purpose of this clause.

6.9 In respect of Goods returned within 30 days of purchase and for the UK mainland only the Supplier will collect and return the Goods to the Customer free of charge save that the Supplier reserves the right to make a reasonable charge of up to 20% of the trade value of the Goods where no fault with the Goods is found. However, in respect of Goods returned from outside of the UK mainland, the Customer is responsible for all transport and shipping costs including any import and export duties payable.

6.10 In the event that the Goods are sold by the Customer to an End User and the terms of the warranty set out in clause 6.1 apply, references in this clause shall be references to the End User.

7. Title and risk

7.1 The risk in the Goods shall pass to the Customer on completion of delivery.

7.2 Title to the Goods shall not pass to the Customer until the earlier of:

(a) the Supplier receiving payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment for all such sums; and

(b) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 7.4.

7.3 Until title to the Goods has passed to the Customer, the Customer shall:

(a) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(b) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(c) notify the Supplier immediately if it becomes subject to any of the events listed in clause 9.1(b) to (e); and

(d) give the Supplier such information relating to the Goods as the Supplier may reasonably require from time to time including the serial number to ensure that the Goods are operating on the latest version of the software.

7.4 Subject to clause 7.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.

7.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 9.1(b) to 9.1(e), then, without limiting any other right or remedy the Supplier may have:

(a) the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and

(b) the Supplier may at any time:

(i) require the Customer to deliver up all of the Goods in its possession that have not been resold, or irrevocably incorporated into another product; and

(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

8. Price and payment

8.1 The price of the Goods shall be the price set out in the Order.

8.2 The Supplier may, by giving notice to the Customer at any time 14 days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

(a) any factor beyond the Supplier's reasonable control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or

(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.

8.3 The price of the Goods:

(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and

(b) excludes the costs and charges of packaging, insurance, transport and shipping of the Goods, which shall be invoiced to the Customer, save where the Supplier elects at its sole discretion not to charge the Customer in respect of the same.

8.4 The Customer shall pay the invoice in accordance with its stated terms. Payment shall be made to the bank account nominated in writing by the Supplier or alternatively in accordance with the Supplier’s other payment requirements. Time for payment is of the essence.

8.5  If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer may be charged interest on the overdue amount at the rate of 4% per annum above Barclays Bank plc's base rate.

8.6 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

8.7 The Supplier may change the price that it charges for the Goods from time to time which will be stated in its pricing sheets and on its invoice to the Customer.

9. Termination

9.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:

(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;

(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;

(d) the Customer's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy;

(e) being an individual the Customer is the subject of a bankruptcy petition or Order.

(f) the Supplier becomes aware of repeated complaints about the Customer from End Users;

(g) the Customer uses the Goods for any purpose other than for which they were designed, including committing or attempting to commit a criminal act; or

(h) the Customer attempts to reverse engineer the Goods.

9.2 Without limiting its other rights or remedies, the Supplier may suspend the provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 9.1(a) to clause 9.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

9.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

9.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest.

9.5 Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.

9.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

10. Limitation of liability

10.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

(d) defective products under the Consumer Protection Act 1987; or

(e) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.

10.2 Subject to clause 10.1:

(a) the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss (including loss of profits, business or use) arising under or in connection with the Contract; and

(b) the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price paid by the Customer for the Goods in respect of which the loss or liability arose.

11. Confidentiality

11.1 Each party undertakes that it shall not at any time during this agreement and for a period of two years after termination disclose to any person any Confidential Information, except as permitted by clause 11.2.

11.2 Each party may disclose the other party's Confidential Information:

(a) to its employees, officers, agents, consultants or subcontractors (Representatives) who need to know this information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement, provided that the disclosing party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this clause 11 as though they were a party to this agreement. The disclosing party shall be responsible for its Representatives' compliance with the confidentiality obligations set out in this clause 11; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this agreement are granted to the other party or to be implied from this agreement.

12. Intellectual Property Rights

12.1 Save to the extent that they comprise third party rights, all Intellectual Property Rights in or arising out of or in connection with the Goods and the Software (including all related documentation) are owned and shall remain the exclusive property of the Supplier. These Conditions shall not operate so as to transfer the ownership of the Intellectual Property Rights to the Customer or any End User.

12.2 The Customer shall not, by action or inaction, commit any action that may adversely affect or otherwise prejudice the goodwill in the Supplier’s Intellectual Property Rights in the Goods and/or the Software or otherwise including sharing the Goods or any Intellectual Property therein or associated therewith to any competitor of the Supplier.  

12.3 The Customer shall notify the Supplier immediately it becomes aware of any actual or potential infringement of the Supplier’s Intellectual Property Rights in the Goods and/or the Software.

12.4 The Supplier will grant to the Customer and also the End User, on such terms as it sees fit, a Software Licence to allow the End User and Customer to access and use the Website. The Supplier will provide updates to the Software from time to time as it sees fit. Other than the proposed licence, the Customer shall have no rights in the Intellectual Property Rights in the Goods or the Software. 

12.5 The Customer’s and also the End User’s access to and use of the Website shall be subject to his compliance with its terms of use and also acceptable use policy and also payment of all charges associated thereto.

12.6 The Supplier shall be at liberty to terminate the End User’s use of the Website in the event of:

(a) a breach by him of the Timeline User Terms or the Supplier’s Acceptable Use Policy in respect of the Website;

(b) any failure of the End User to make all payments due to the Customer in respect of his use of the Website; or

(c)  any failure of the Customer to account to the Supplier in respect of such payments.

12.7 In respect of the Supplier’s access to and use of the Website, it agrees to be bound by the Timeline User Terms and also the Supplier’s acceptable use policy in that respect.

13. End Users

13.1 The Customer shall have contractual liability to the End User in respect of the resale to him of the Goods.

13.2 The Customer shall also manage the relationship with the End User in respect of his use of the Software and access to the Website.

13.3 The Customer shall have responsibility for maintaining the Goods resold to an End User in accordance with the Supplier’s and any other applicable instructions.

14. Data protection and data processing

14.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 14 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation. In this Clause 14, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.

14.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer and the End User is the data controller and the Supplier is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).

15. Force majeure

Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 16 weeks, the party not affected may terminate this Contract by giving 28 days written notice to the affected party.

16. General

16.1 Assignment and other dealings.

(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

(b)  The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.

16.2 Entire agreement.

(a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

16.3 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16.4 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

16.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

16.6 Notices.

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.

(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 16.6(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, one Business Day after transmission.

(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

16.7 Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.

16.8 Communications. The Customer hereby consents to receive from the Supplier from time to time emails and other marketing and administrative communications in respect of the Supplier’s products and services, subject to the Customer having the right to opt out of such communications at any time.

16.9 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

16.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.

APPROPRIATE USE POLICY TERMS

  1. This acceptable use policy applies to all Timeline Users who have been registered with a Timeline Account.

  2. This acceptable use policy sets out the standards that apply when you upload content to our site or Timeline Account, link to our site or Timeline Account, or interact with our site or Timeline Account in any other way.

  3. By using the Timeline Account and accessing our site you accept these terms

  4. By using the Timeline Account and accessing our site, you confirm that you accept the terms of this policy and that you agree to comply with them.

  5. If you do not agree to these terms, you must not use our site or Timeline Account.

  6. When you register to use a Timeline Account, you warrant that all registration information that you submit is truthful and accurate.

  7. We amend these terms from time to time and therefore advise that you check back periodically for any changes.

  8. You may use our site and the Timeline Account only for lawful purposes. You may not use our site or Timeline Account:

    1. in any way that breaches any applicable local, national or international law or regulation;

    2. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

    3. in any way that interferes with another users’ use of the site;

    4. for the purpose of harming or attempting to harm minors in any way;

    5. to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards;

    6. to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); or

    7. to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

  9. You agree:

    1. not to reproduce, duplicate, copy or re-sell any part of our site in contravention of the provisions of the Timeline User Terms

    2. not to access without authority, interfere with, damage or disrupt:

      1. any part of our site;

      2. any equipment or network on which our site is stored;

      3. any software used in the provision of our site; or

      4. any equipment or network or software owned or used by any third party.

  10. You retain all of your ownership rights in your footage, but you are required to grant us a transferable, non-exclusive, perpetual, royalty-free licence to access, store and use the footage.

  11. We use our reasonable endeavours to put in place appropriate security measures to prevent your Timeline Account from being used or accessed in an unauthorised way, altered or disclosed.

  12. In order to help us keep your Timeline Account safe, you agree not to:

    1. modify, adapt, translate or reverse engineer any portion of our site or use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the site;

    2. reformat or frame any portion of the site;

    3. attempt to probe, scan or test the vulnerability of our system or network or VNA’s or breach any security or authentication measures;

    4. falsify any TCP/IP packet header or any part of the header information in any content or in any way use the site to send altered, deceptive or false source identifying information;

    5. avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure protecting the site;

    6. use any meta tags or other hidden text or meta data utilising our trademark or product name without our express written consent; or

    7. use the site in any manner not permitted by this acceptable use policy.

  13. When we consider that a breach of this acceptable use policy has occurred, we may take such action as we deem appropriate. 

  14. Failure to comply with this acceptable use policy constitutes a material breach of the terms of use upon which you are permitted to use our site, and may result in our taking all or any of the following actions:

    1. immediate, temporary or permanent withdrawal of your right to use our site and/or Timeline Account;

    2. immediate, temporary or permanent removal of any footage uploaded by you to our site and/or Timeline Account;

    3. issue of a warning to you;

    4. legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;

    5. further legal action against you; or

    6. disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.

  15. We exclude our liability for all action we may take in response to breaches of this acceptable use policy. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.

  16. You may terminate your Timeline Account at any time and any footage stored on your Timeline Account will be terminated.

  17. Upon termination of your Timeline Account, you may request that we return all footage uploaded by you in a format and for the fee as specified in your Timeline User Terms.

  18. The terms of this policy, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

Copyright © 2019 Xanview Ltd. All rights Reserved.

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info@ xanview.com

+44 (0)208 099 6260

Kemp House 152-160 City Road

London, EC1V 2NX, United Kingdom

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