Terms and Conditions
IMPORTANT- READ CAREFULLY: BY USING THE SERVICES YOU (as defined below) AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS ARE BETWEEN PGi (as defined below) AND YOU (collectively the “Parties”). IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS DO NOT USE THE SERVICES.
In these conditions: -
“Customer Service Agreement”/“Particular Agreement Conditions” means the terms set out in a separate document and that are incorporated by reference into this Agreement.
“Data Act” means the EU Data Directive 95/46/EC and all applicable domestic data protection legislation implemented under it, which within Ireland are the Data Protection Acts, 1988 and 2003.
"Disclosing Party" shall mean each of the Parties as the context so admits and being the Party disclosing the Confidential Information to the other Party, whether by itself, its officers, employees, agents or representatives.
“Minimum Commitment” shall mean any minimum commitment of time and usage for use of the Services by You during the Term of this Agreement.
“Monthly Subscription Charges” shall mean the minimum monthly fee payable by you where You have entered into a Subscription Plan
“Named User Licences” For the avoidance of doubt, Named User licenses cannot be shared among multiple individuals and separate Named User licenses must be purchased for each individual. Named Users may only include up to the total number of Maximum Meeting Participants in any single conference. For the purposes of this provision and the GlobalMeet®/iMeet® services, a “Named User” is an individual designated and identified by the Customer as an organizer/administrator who is authorized to schedule conferences using the GlobalMeet®/iMeet® services and “Maximum Meeting Participants” means the maximum number of meeting participants, including the Named User, that may be in a conference using the GlobalMeet/iMeet® services at the same time as designated by PGi. Only one conference using the GlobalMeet®/iMeet® services may occur at any given time (i.e. no concurrent meetings) per licensed Named User. Named Users may not combine with other Named Users or otherwise expand a conference using the GlobalMeet®/iMeet® services scheduled by a Named User to allow more than the Maximum Meeting Participants. For each conference using the GlobalMeet®/iMeet® services scheduled by a Named User, the Named User must (1) initiate or schedule the conference; (2) host the conference by entering as a presenter; and (3) act as an organizer of the conference through use of their organizer identification. Customer is at all times responsible for monitoring and maintaining the use of the Named User licenses within the forgoing parameters, and the Customer shall indemnify PGi in the event a claim is brought or damages are incurred due to Customer ’s misuse of the Named User license. A Named User designation may not be transferred to another Customer employee except upon (a) termination of the Named User’s employment with Customer, or (b) in all other instances, PGi’s express prior written approval.
“PGi” means Premiere Conferencing (Ireland) Limited whose registered address is situated at the West Cork Technology Park, Clonakilty, Co. Cork, Republic of Ireland, a company incorporated under the laws of Ireland with company registration number 350634 and VAT ID number IE6370634N
“Processing”, “Personal Data”, “Data Subject”, “Data Controller”, and “Data Processor” shall have the meanings contained within the Data Act.
“Confidential Information” shall mean any and all information of a confidential nature disclosed by the Disclosing Party to the Receiving Party in connection with the provision of the Services.
"Receiving Party" shall mean each of the Parties as the context so admits and being the Party receiving the Confidential Information from the other Party whether by itself, its officers, employees, agents or representatives.
“Related Products” shall mean all available licences for the use of the PGi web conferencing solutions.
"Related Services" shall mean the verbatim transcription of any recorded communication between You and a third party or parties, recorded by PGi, and which shall include the proof reading of the transcription created against the recorded communication.
"Services" shall mean PGi audio and web conferencing services, Sites, Related Services and Related Products.
“Site(s)” any and all web sites offered by PGi to provide the Services, including the team portal created to provide the Customer with quality tools, applications and template documents for project planning and implementation.
“Subscription Plan” means a fixed term plan which relates to the Services as specified in the Customer Service Agreement
“Term” means the duration of the Agreement as more particularly set out in the Customer Service Agreement/ Particular Agreement Conditions and as may be further agreed in writing between the Parties from time to time.
“You”, “Your” or “Customer” means a party acting strictly in the course of a business and with whom PGi has entered into this Agreement and You accept this Agreement on behalf of that business.
2 USE OF THE SERVICES
2.1 PGi will provide the Services and procure the provision of the Related Services and Products to You in accordance with the terms of this Agreement.
2.2 To gain access to and use the Services You may be required to create a log-in ID that will enable You to get Services´access numbers, keys and passcodes (“ID”). You are responsible for keeping Your ID safe and secure. Each subscription to the Services is for a single organisation only. You may choose to authorise Your employees to use Your ID whilst carrying out the business of Your organisation. You must however ensure that Your employees comply with the terms of this Agreement and, in particular, You must ensure that access to ID is immediately terminated in the event of the early termination or expiration of this Agreement.
2.3 If PGi believes that Your ID is being used in any way which is not permitted under this Agreement it reserves the right to immediately suspend Your access to the Services and to block access to Your ID until the issue has been resolved to the satisfaction of PGi. Please also note the terms of clause 4.5 below which deals with payment by You for unauthorised and/or fraudulent use of the Services.
2.4 The Services may be used for Your internal business purposes only. You will not market, resell or reproduce the Services for any purposes other than those intended under the Agreement and in conjunction with Your lawful use of the Services. You also agree to not offer or use the Services as a service bureau by which the Services can be accessed by third parties or by which information produced pursuant to the Service is sold or given to third parties via pay per call or any other such arrangements whatsoever.
2.5 No Emergency Calls
PGi is not a traditional telephone service, and THE SERVICES ARE NOT INTENDED TO support OR CARRY any emergency calls to any emergency services of any kind. Customer needs to make additional arrangements in order to access emergency services.
3 LICENSE AND COPYRIGHT
3.1 Following Your acceptance of the Agreement and subject to the payment of any fees due (and any other terms of this Agreement), PGi grants You a non-exclusive, non-transferable, non-sub-licensable revocable right to use the Services for the Term. You shall not reverse engineer, modify, decompile, disassemble, translate or otherwise attempt to derive source code from any part of the Services or (for the benefit of any doubt) any associated software.
3.2 You shall not remove, alter or obscure in any way any proprietary rights notices or marks e.g copyright notices). Except as required for use of the Services, You have no right or license to use any of the trademarks or trade names owned by, licensed to or associated with PGi and its suppliers (the "PGi Marks") during the term of this Agreement without prior express written consent from PGi. However, and notwithstanding, even in the event of such prior approval, You agree to immediately cease and desist using the PGi Marks upon notice from PGi or upon termination of this Agreement for any reason.
3.3 PGi warrants that it is entitled to grant the rights as referred to under clause 3.1 above.
4 RESPONSIBILITY FOR CONTENT AND USE
4.1 You warrant and represent that You are the owner or licensee of any content that You upload, store, record or otherwise transmit through the Internet Services, including but not limited to photographs, caricatures, illustrations, designs, icons, articles, text, audio clips, and video clips (collectively, “the Content”). You are solely responsible for the Content including making and keeping backup copies of the Content. You warrant and represent You will not publish, store, post, upload, record or otherwise transmit the Content that: (i) infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (ii) violates any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination or false advertising); (iii) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (iv) is profane, indecent, obscene, harmful to minors or child pornographic; (v) contains any viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information or property of another; or (vi) is materially false, misleading or inaccurate.
4.2 You agree not to: (1) use the Internet Services in connection with chain letters, junk mail, surveys, contests, pyramid schemes, spamming or any duplicative or unsolicited messages, or any use of distribution lists to any person who has not given specific permission to be included in such a process (commercial or otherwise); (2) harvest or otherwise collect information about others, including e-mail addresses, without their consent; (3) use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity that is not a user of the Services any directory of other users or usage information or any portion thereof other than in the context of Your use of the Services; (4) knowingly interfere with or disrupt networks connected to the Services or violate the regulations, policies or procedures of such networks; (5) attempt to gain unauthorised access to the Services, other accounts, computer systems or networks connected to the Services, through password mining or any other means; or (6) use the Services for illegal purposes (including without limitation, gambling or betting). PGi or its suppliers may, at their discretion and upon reasonable belief, take any reasonable action they deem necessary, if Your conduct fails to conform with this Agreement or which may create liability for PGi or its suppliers.
4.3 You agree to indemnify PGi against all claims, liability, damages, costs and expenses (including but not limited to reasonable legal fees) arising out of related to breach of clauses 3 and 4 of this Agreement.
4.4 You acknowledge that PGi has no control over the content of the information transmitted by You through the Services and that PGi does not access, view or listen to any Content in order to examine the use to which You put the Services or the nature of the information You send or receive except as necessary for the performance of the Services.
4.5 You agree that You will be responsible for and be liable for the payment of all usage on Your account which expressly includes any unauthorized or fraudulent access of the Services.
Customer understands that by using the Services with a webcam or other photographic or video device and/or a microphone, Customer will transmit images and audio to users. Customer hereby releases, discharges and agrees to hold harmless PGi, its officers, directors, employees, affiliates and its suppliers from and against any and all claims and demands, including but not limited to, any claims for copyright infringement, defamation, invasion of privacy or right of publicity, arising out of or in connection with any use of the images and/or audio.
The Services may include links to other web sites ("Linked Sites"). Customer acknowledges and agrees that such links are provided for convenience only and do not reflect any endorsement by PGi with respect to the providers of the Linked Sites or the quality, reliability or any other characteristic or feature of the Linked Sites. PGi is not responsible in any manner (including without limitation with respect to any loss, damage or injury Customer may suffer) for any matter associated with the Linked Sites, including without limitation, the content provided on or through the Linked Sites or Customer's reliance thereon. PGi MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY LINKED SITES. CUSTOMER'S USE OF ANY LINKED SITES IS SUBJECT TO THE TERMS AND CONDITIONS APPLICABLE TO THAT SITE AND SOLELY AT CUSTOMER'S OWN RISK.
5 INTERNATIONAL SALE OF GOODS, EXPORT AND IMPORT CONTROL LAWS AND REGULATIONS
You agree to comply with all applicable United States and/or European Union export laws and regulations regarding the transmission of technical data exported from the United States and/or the European Union through the Services. The application of the United Nations Convention on the International Sale of Goods is hereby expressly excluded. You acknowledge that the laws and regulations of the United States and/or the European Union restrict the export and re-export of commodities and technical data of United States and European Union origin, including the Services and any associated software. Without limiting the foregoing, You understand that the Services and associated software are an "encryption item" subject to controls under the Export Administration Regulations promulgated by the U.S. Department of Commerce and those of the European Union. You agree that You will not, and will not cause others to, export or re-export the Services or any associated software in any form in violation of the export laws of the United States or the European Union or any foreign jurisdiction. You will defend, indemnify, and hold harmless PGi and its suppliers from and against any violation of such laws or regulations by You or any of Your agents, officers, directors, or employees.
6 AGREEMENT CONCLUSION AND TERMINATION
6.1 This Agreement shall commence as per the start date specified in the Customer Service Agreement/ Particular Agreement Conditions as specified above.
6.2 Termination. Either party may terminate this Agreement at the end of the Term as agreed in the Customer Service Agreement/Particular Agreement Conditions by providing written notice to the other party of such termination at least 30 days prior to the end of such term or as the Parties may otherwise agree in writing.
6.3 You understand and accept that unless written notification is provided to PGi under clause 6.2 above that the Services shall continue to be provided and You shall continue to be responsible for payment of the fees due.
6.4 In the case whereby a specific term has not been agreed or an agreed term has been exceeded or is under negotiation, You agree that the use of services will imply your acceptance to these Terms and Conditions. In this case, You must notify PGi in writing of your wish to terminate services respecting a notice period of 30 days. Your accounts will be terminated at the end of the month following receipt of that written notice, assuming that You abide by Your obligations until that date.
6.5 On or at any time after the occurrence of any of the events outlined below, either Party may terminate this Agreement with immediate effect and by way of written notice to the other Party.
The events are:
- Either Party being in breach of an obligation under this Agreement and in the event of breach capable of remedy fails to remedy the same within 14 days after receipt of a written notice by the other Party giving full particulars of the breach and requiring it to remedy that breach;
- Either Party passing a resolution for its winding up or a court of competent jurisdiction making an order for either Party winding up or dissolution;
- Either Party being unable to pay its debts as they fall due or makes an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally;
- At the sole discretion of PGi, Your illegal, fraudulent or improper use of the Services or if deemed reasonably necessary by PGi, to prevent interruption or disruption to the PGi network, its business or other customers or suppliers.
6.6 Notwithstanding the provisions of clause 6.5 above, if You fail to pay any amount due PGi may at its sole discretion either: (i) immediately suspend the supply of further Services to the Customer and deactivate the its account; or (ii) terminate the Agreement with the Customer with immediate effect.
6.7 In the event of early termination of the Agreement which is not due to a breach by PGi, or if PGi terminates Your account due to Your breach, You agree to promptly pay to PGi a sum representing a reasonable estimate of the loss to PGi following such termination which shall be calculated as follows:
- In the rest of cases, the shortfall resulting from Your failure to meet any Minimum Commitment or Monthly Subscription Charges for the Term, which amount shall equal the difference between the Minimum Commitment or Monthly Subscription Charges multiplied, as applicable by the number of months, quarters or years in the Term left unexpired less any payments for actual usage made by You during the Term; and
- In those cases where it is specified that charges are based on usage basis, the amount will be the difference between the agreed minute rate of the Services as provided on appendix to this Agreement (“the Old Rate”) and the official list rate applicable as of the date of early termination (“the New Rate”) which shall then apply. The New Rate shall be calculated retrospectively from the Commencement Date of the Agreement and until the end of the Term as agreed in the Customer Service Agreement/Particular Agreement Conditions; and
6.8 It is understood and agreed between the Parties that any payments made during the Term that exceeded the Minimum Commitment or Monthly Subscription Charge for any particular month, quarter or year (as applicable) shall not apply to, or in any way be credited against, any other, past or present Minimum Commitment or Monthly Subscription Charge or the overall shortfall amount during the Term.
6.9 Upon termination of this Agreement pursuant to this Clause 6 any indebtedness owed to PGi becomes immediately due and payable and PGi is relieved of any further obligation to provide the Services to You pursuant to this Agreement.
6.10 Clauses 3, 8, 11 and 12 shall survive termination of these Terms and Conditions
7 CHARGES, PAYMENT AND FINANCE
7.1 All orders made pursuant to these Terms and Conditions are subject to credit verification and acceptance by PGi in writing.
7.2 Charges for the provision of the Services shall be invoiced at the end of each calendar month. The payment of invoices is due thirty (30) days after the date of the invoice and without any deductions by way of set-off, counterclaim or otherwise and time for payment shall be of the essence.
7.3 Interest is payable on all overdue accounts at the maximum rate legally applicable under the Late Payment in Commercial Transactions Regulations 2002 (being 7% above the base rate of the European Central Bank). PGi reserves the right to recover from You any direct cost of effecting collection of any amounts due as well as any related costs or expenses such as solicitor and/or collection agency fees.
7.4 You must notify PGi of any charge disputed in good faith, and with supporting documentation within 30 days from the date of the relevant invoice, or You will be deemed to agree that such charges are validly due and payable in full. You remain responsible to pay all undisputed charges by the due date.
7.5 All rates are exclusive of value added tax and this will be charged by PGi where appropriate and will be payable at the applicable rate as detailed on schedule attached hereto.
7.6 Standard basis charges. Where it is specified in this Agreement that the usage charges payable by You are to be determined on a usage basis, then You must pay all costs incurred in relation to the Services as set out in this Agreement.
7.7 Minimum commitment. Without prejudice to clause 6.7, in the event You have agreed to a Minimum Commitment and You do not meet it in any given month, quarter or year (as applicable) You shall pay the shortfall equal to the difference between the Minimum Commitment less any actual usage made by You during that particular period
7.8 Subscription plan. Without prejudice to clause 6.6, in the event You have agreed to a Subscription plan as defined under clause 1, if at the end of each month it is determined by PGi that You have utilised the Services in excess of or in addition to the level set forth in a particular tier during that month, then You shall pay to PGi all charges for actual usage or consumption incurred during that month on account of the Services utilised in excess of or in addition to the Services set forth in that particular tier at the overage Rate detailed in the Customer Service Agreement, provided that You may adjust the package to an upward level at any time by providing PGi written notice and receive the benefit of the lower price. Fees payable for overage amounts shall be invoiced monthly, in arrears, on the basis of minutes of use.
7.9 PGi reserves the right, to change and adjust charges and/or fees at any time for access to or use of Services particularly due to changes in (inter alia) telecommunication costs, tariff costs or hardware costs. Accordingly, it is Your responsibility to consult the PGi price list and instructions prior to and during the usage of the Services. New charges and/or fees shall become applicable upon being communicated directly or indirectly to You by PGi.
7.10 International sales. You acknowledge and agree that Services to affiliates that are provisioned or deployed outside the European Union may be subject to additional terms and conditions to reflect localized billing and taxation requirements and distinctions between foreign and European Union laws, rules and regulations in connection with the Services (“Localized Terms”) provided You accept such terms in writing. For any conflict between any Localized Terms and the terms of this Agreement, the Localized Terms shall control. Without limiting the foregoing and for the avoidance of doubt, localized billing is not authorized and will not be permitted under this Agreement unless and until duly-authorized representatives execute a mutually-agreeable Affiliate Agreement or a written amendment to this Agreement and then solely to the extent as set forth in such Affiliate Agreement or amendment. Use of Services after receipt of Localized Terms will be deemed acceptance of the applicable international rates, billing terms and such Localized Terms.
8.2 Information Collection and use. PGi may collect personal information from You on the Site in order to: (a) to facilitate the delivery of the Services; (b) to provide You with information You request in order that PGi may provide You with a customised interactive experience; (c) to measure interest in various services; (d) to inform You about new services and features; and (e) to help us develop new services and features that meet Your needs. The information PGi requests may include personally identifiable information such as Your name, billing and shipping address, telephone number, e-mail address, credit card information or bank account numbers. It is solely Your choice whether or not You provide this personal information. However, should You choose not to provide the information, PGi may be unable to process an order, fulfil a service or display certain content on it’s website. PGi does not sell or rent personal information, including personally identifiable information, to unrelated third parties.
8.4 Information Disclosure. PGi shall only disclose Your personal information in limited circumstances. These circumstances include, but are not limited to, the following: (a) when PGi has Your consent or request for such disclosure (b) to the extent required by law or to respond to judicial process or a good faith belief that such action is necessary under law or to comply with legal process served on us; (c) to take precautions against liability; (d) to correct technical problems and malfunctions in how the Site operates or processes visitors' information; (e) to provide to our customers pursuant to Your request in furtherance of ensuring that You do not receive further communications from our customers or from us; or (f) pursuant to our customers' specific direction in connection with a service we are providing on behalf of our customers and we need to send the information to any of the PGi´s companies of the group, or any other company who work on behalf or partners with PGi.
8.5 Information transfer. PGi may need, and You acknowledge and agree that PGi may wish to transfer Your personal information across national boundaries and process it in other countries around the world in which PGi maintains offices, including the United States. European data-privacy laws protect personal information that is transferred from the European Union to the United States. The U.S. and E.U. have entered into a "Safe Harbour" that allows U.S. entities receiving personal information from the E.U. to satisfy those obligations. PGi subsidiary American Teleconferencing Services, Ltd has satisfied the requirements of the Safe Harbour Principles and have certified that compliance with the U. S. Department of Commerce
8.6 Access to Personal Information. Data Subjects seeking access to their personal information that PGi collects directly from them may contact our Privacy Compliance Officer (contact details below). Data Subjects seeking access to their personal information that PGi has received from a customer must contact the customer directly. PGi requires their customers to comply with applicable privacy laws and regulations pertaining to the use of the Services including, but not limited to, that all messages sent by our customers utilising the Services, in whatever medium, contain the valid name and required contact information for the customer.
FreePhone: + (1) 877-771-8283
8.7 Security. PGi utilizes reasonable and appropriate protections to ensure that personal information in its care is not misused or accessed without authorisation. Personal information is stored on PGi´s own platforms or on the platforms of its agents/contractors, with access restricted to those employees or contractors who have a need for such access to perform a legitimate business function relating to the Services or for maintenance, internal security or related issues. Moreover, PGi generates audit logs that record all access and use of personal information stored in our databases. Any contractor whom PGi retains to provide services for us and who will have access to personal information must generally agree to abide by the terms of this Policy.
8.8 Third Party Web Sites. The Site may contain links to third party Web sites. While PGi tries to link only to sites that share its high standards and respect for privacy, PGi is not responsible for the content or the privacy practices of any third party Web sites.
8.10 Customer hereby grants PGi express consent to contact all individual account holders and moderators to communicated information regarding PGi's services and products, including without limitation, upgrades, enhancements, end-of-life, modifications and/or other feature changes. Without limiting the foregoing, Customer grants PGi express consent to periodically contact customers and/or to forward to customer's e-mail address(es) on file information regarding PGi's services and products, including without limitation, upgrades, enhancements, end-of-life, modifications and/or other feature charges and/or various promotional and advertising materials regarding other PGi's products, services, marketing plans and other business related items.
9 SERVICE LEVEL AGREEMENT
9.1 PGi will maintain a 99.9% platform availability for conference bridging (“committed service availability”). “Availability” or “available” is defined as the time that a service is operational and available for use by You. Calculation: Platform availability is calculated monthly per service as a percentage by dividing the number of hours the platform is available during the applicable month by the total number of hours in the applicable month, excluding in all cases Service Outage Time. Bridging Platform outage time is based on the total (scheduled and unscheduled) hourly outage time across a service. Platform outage time is measured from the time a PGi trouble ticket is opened to the time availability is restored to the customer. An outage condition exists when the customer does not have availability to a service. Scheduled outages include those outages planned by PGi as preventative or to accomplish platform growth or upgrades.
9.2 Exclusions. Outages resulting from the following items shall be excluded from the calculation of service outage time: (a) Scheduled maintenance; (b) Force majeure events meaning any act or event beyond the reasonable control of PGI, including but not limited to geographic or climatic conditions, wind, fire, flood, Act of God, riot, war, strike, carrier outages, governmental acts or orders or any other similar or dissimilar act or event (c) Customer negligence or wilful misconduct or the negligence or wilful misconduct of others authorized by the customer to use the services; (d) Any incompatibility or failure of the customer’s own equipment; (e) Any other occurrence for which liability has been disclaimed under this Agreement; ((f) The act of the customer.
9.3 Performance quality. PGi will provide conference calling services at a 99% success rate. “Success” is defined as no material degradation in a conference call. Such success rate is measured by the number of trouble tickets raised against the number of conference calls that have taken place.
9.4 Customer support. Customer Support is available 24 x 7, 365 days per year.
9.5 Remedy. In the event that PGi breaches the Committed Service Availability for three consecutive months or for any four months in any six month period, then You may terminate this Agreement without further obligation as to its Minimum Commitment.
10 DISCLAIMERS AND LIMITATION OF LIABILITY
10.1 PGi shall provide the Services with reasonable care and skill and PGi disclaims as far as the law allows any and all other terms, conditions and warranties relating to the Services, whether express or implied, including but not limited to implied warranties of merchantability or fitness for a particular purpose.
10.2 The entire liability of PGi, its affiliates, suppliers and resellers under or in connection with the supply of the Services, whether for negligence, breach of contract, misrepresentation or otherwise is limited to an amount equivalent to the fees (if any) paid to PGi by the You for the Services performed during the twelve (12) month period immediately prior to the date of the event, act or omission giving rise to the liability.
10.3 Neither Party is liable to the other, based on any theory of liability including negligence, breach of contract, misrepresentation, breach of warranty or otherwise, for (a) indirect, special, punitive or consequential damage suffered by the other, including, without limitation, loss of profit, goodwill, business opportunity or anticipated savings; (b) damages arising from lost data, lost technology, loss of rights or costs of procuring substitute services or any other substitution or solution; and whether occasioned by the Parties or their respective employees or agents.
10.4 PGi shall not be liable for any failure to perform, or delay in performance of, its obligations under this Agreement caused by reasons beyond its control.
10.5 In order to protect Your account from unauthorised usage PGi will automatically set certain security features on the account which shall include (i) music whilst on-hold, (b) random passcode selection, and (iii) post-conference usage reports. You acknowledge that PGi will invoice you for all usage on the account and will not take responsibility for any cost incurred by you for fraudulent activity on any account where You have selected to disable these security features.
11.1 The Receiving Party shall use its reasonable endeavours to keep secret and confidential the Proprietary Information disclosed to it by the Disclosing Party.
11.2 The obligation of confidentiality contained in Clause 11.1 shall not apply or (as the case may be) shall cease to apply to information which:
- At the time of its disclosure by the Disclosing Party is already in the public domain or which subsequently enters the public domain other than by breach of this Clause 11, or subsequently comes lawfully into the possession of such party from a third party; or.
- Is required to be disclosed by applicable law or order of a court of competent jurisdiction or government department or agency, provided that prior to such disclosure the Receiving Party shall advise the Disclosing Party of the proposed form of the disclosure.
12 DATA PROTECTION
12.1 You acknowledge that where PGi carries out activities on Your instructions using Personal Data (as defined under the Data Act), that You are the Data Controller (as defined under the Data Act) and PGi is the Data Processor (as defined under the Data Act) in respect of the Personal Data provided.
12.1.1 PGi agrees that in so far as You are liable for PGi’s Processing (as defined under the Data Act) activities it shall: (a) Process Personal Data only in accordance with Your written instructions and under the terms of this Agreement; (b) not disclose any Personal Data supplied by You to any other third party (other than as may be strictly necessary in the provision of the Services) without Your prior written consent (such consent to not be unreasonably withheld or delayed); (c) take all reasonable technological and organisational measures to prevent unauthorised access, alteration disclosure or destruction of any Personal Data in the custody of PGi and PGi shall take all reasonable steps to ensure that its personnel are aware of and comply with those measures.
12.1.2 As between You and PGi all Personal Data shall remain Your property.
12.2 You acknowledge that PGi´s audio and web conferencing solutions may allow You to record meetings and to collect and utilise identifying information about You and Your participants. You acknowledge that the law requires to gather the express consent of the Data Subject prior to any recording of communications and that there are restrictions on the collection, storage and use of Personal Data.
12.3 You shall indemnify PGi against all claims, demand, proceedings, damages, costs and expenses (including but not limited to reasonable legal fees) incurred or suffered by PGi in any way as a result of Your breach of the Data Act or the provisions of this clause.
13.1 The failure by either Party to exercise, or delay by either Party in exercising, a right or remedy provided by any Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by any Agreement or by law prevents a further exercise of the right or remedy or the exercise of another right or remedy.
13.2 You may not assign or transfer or purport to assign or transfer any of Your rights or obligations under this Agreement without first having obtained PGi's prior written consent.
13.3 The Agreement shall be binding upon and inure to the benefit of the Parties' successors, legal representatives and authorised assigns.
13.4 PGi may perform any or all of its obligations under this Agreement through agents or sub-contractors.
13.5 A notice under or in connection with this Agreement shall be deemed served:
- If notice has been sent by e-mail to the addresses depicted in the Customer´s contact details, at the date of the email;
- If delivered personally, when left at the address referred to above;
- If sent by facsimile transmission, on the next following day;
- If sent by post within 48 hours of posting (exclusive of the hours of Sunday) if posted to an address within the country of origination and seven days of posting if posted to an address outside the country of origination.
13.6 If any provision of this Agreement is deemed to be or becomes invalid, void or unenforceable under applicable laws, such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable, or if it cannot be so amended without materially altering the intention of the Parties, it will be deleted, but the validity, legality and enforceability of the remaining provisions of the Agreement shall not be impaired or affected in any way.
13.7 PGi may in its sole discretion amend these terms and conditions from time to time and such amended terms and conditions shall thereafter apply to You. You agree to be responsible for regularly reviewing the PGi web site to obtain timely notice of such amended terms and conditions. Any such amendments shall not affect any agreement concluded prior to any such amendments and each amendment shall be identified by a reference date. By using the Services after posting or delivery of the amended Terms, You will be deemed to have accepted and be bound by such amended terms and conditions.
13.8 This Agreement shall be interpreted and governed by the laws of the Republic of Ireland, and the parties agree to submit to the exclusive jurisdiction of the Republic of Ireland to resolve any disputes arising hereunder.
14 ADDITIONAL TERMS AND CONDITIONS
GlobalMeet® Services are part of the PGi Services offer. By using the GlobalMeet® Services, Customer agrees to be abide by the GlobalMeet® Terms and Conditions and the PGi standard Terms and Conditions. In the event of conflict in between them, the GlobalMeet® Terms and Conditions will prevail.
Custom Prompts – Subsequent to the initial one year term, there is an Annual Maintenance Fee of €1,000/£850/$1,300.
GlobalMeet® Web Active Host
Active Host is the licence business model under which you are purchasing GlobalMeet® Web Services.
Calculation of Licence Quantity
You do not have to pay for each Named Host account issued. However, you will always pay a minimum licence fee, which is based on the greater of (a) a percentage of the total number of Employees, or (b) a determined number of Active Hosts. Prior to the end of each licence terms, PGi will calculate the minimum licence fee for the next licence term. This change in the licence quantity will occur when invoicing in the next billing period.
Calculation of the Minimum Licence Fee
The minimum licence fee is based on the licence quantity. The minimum licence fee is billed monthly for the licence term. The licence term is calculated as follows:
First Licence Term
A new licence – the greater of:
- 15% of the total number of Employees
- 100 Active Host Accounts
All Subsequent Licence Terms:
The greater of:
- 15% of the total number of Employees
- 100 Active Host accounts, or
- The Active Host Average
Active Host Average
One month prior to the end of the first licence term (and subsequent renewal terms), PGi will calculate the average number of Active Hosts in the immediately preceding three (3) month period to determine the “Active Host Average.” An Active Host Average is used in the calculation of the minimum licence fee, above.
Licence Term purchased under the Active Host model is a two (2) year “licence Term” from the effective date (the “Term”). Thereafter, this Agreement shall automatically renew for success one (1) year terms (each a “Renewal Term”, the Initial Term and Renewal Terms are collectively the “Term”. A purchase of an Active Host Licence is an obligation on the part of customer to purchase that Service for the duration of the Licence Term. A licence may not be terminated without cause by customer in the middle of a Licence Term.
Organic Growth of Employees
The Active Host Licence includes an accommodation for organic corporate growth in the total number of Employees of twenty percent (20%) over the term of the contract. If, at any time, the then-current total number of Employees exceeds twenty percent (20%) of the initially identified total number of Employees, you are obligated notify PGi of this increase in the total number of Employees and execute an updated Order reflecting the revised total number of Employees and change to the applicable Service fees, if any.
Active Host Commercial Terms:
- You are the Licence Holder. A Licence holder is the company purchasing the GlobalMeet Licence directly
- As a licence holder, you are buying Active Hosts. Active Hosts are Names Hosts that hold one (1) or more meetings in a month using the GlobalMeet Services. Holding one (1) or more meetings is any given month means that the Names Host is active that month, that is, an Active Host.
- Names Host accounts are individualized accounts assigned to an Employee. Named host accounts may not be shared or used by anyone other than the one employee to whom the Name Host account is assigned. The identification of those individuals assigned a Name Host account must be unique to the individual and may not be of a generic nature. Subscriber shall identify those employees assigned to Named Host Account on the “Manage Hosts” List (the list). The list will be maintained by the subscriber’s site administrator and provide to PGi upon request. A Name Host account may not be transferred to another employee except upon (a) termination of the Named Host employment with the licence holder, or (b) in all other instances, PGi’s prior written approval.
Active Host Usage
Active Host can hold an unlimited number of meetings, provided that each active host may hold no more than one (1) meeting at any point in time. Each meeting must be hosted by a Named Host and is limited to the maximum number of participants as determined by the Capacity of the GlobalMeet service offered.
Employees are the full and part-time employees or third party contractors of licence holder and its subsidiaries, and affiliates. Employees do not include licence holders parent company, unless the licence holder intends to assign a Named Host account to an Employee of the parent company, which is an option, but requires that the parent company Employee is an Active Host of the purpose of usage calculation.
iMeet® Service are part of the PGi Services offer. By using the iMeet® Services, Customer agrees to be abide by the iMeet® Terms and Conditions and the PGi standard Terms and Conditions. In the event of a conflict in between them, the iMeet® Terms and Conditions will prevail.
Customer will pay PGi a monthly service fee per Named User (as below defined), such monthly fee being defined as the “Service Charge(s)” in addition to any additional fees or charges for use of the GlobalMeet®/iMeet® services, including without limitation any set‑up fees, overages fees, per‑minute fees or other fee or charge associated with use of the GlobalMeet®/iMeet® services provided, including without limitation any and all fees and charges payable and not otherwise designated as specifically and expressly waived pursuant to an applicable promotional offer. Service Charge(s) will be billed in advance, usage is billed in arrears, and payments are due within thirty (30) days after the date of the invoice. Customer will be billed for and Customer shall pay invoices, in their entirety, for each applicable period during the term of the Agreement. For the avoidance of doubt, Customer is not and will not be entitled to any partial month billing or credits or refunds of any kind, including without limitation in the event Customer elects to not use the GlobalMeet®/iMeet® services during any billing period. Customer FURTHER acknowledges and agrees that PGi RESERVES THE RIGHT TO CHANGE PRICING OR MODIFY OR DISCONTINUE ANY OR ALL OF GlobalMeet®/iMeet® SERVICES AND ANY RELATED DIAL‑IN NUMBERS OR OTHER METHODS OF ACCESS AT ANY TIME. Without limiting the foregoing, PGi reserves the right, in its sole discretion, to change or institute new or additional charges and/or fees for access to or use of GlobalMeet®/iMeet® services (including for ancillary services, new or additional features and/or “APPS”) at any time as provided in this AGREEMENT.
Where permitted by PGi, at its sole discretion and subject to Customer meeting all pre‑conditions identified or communicated to Customer for the upgrade offer to Customer on this Web Site, Customers may upgrade subscription plans for GlobalMeet®/iMeet® services. Nothing herein shall be deemed to require PGi to permit and/or allow any upgrades. For the avoidance of doubt, to the extent permitted by PGi and Customers meet all pre‑conditions Customer shall remain responsible for all fees and charges due and incurred for GlobalMeet®/iMeet® services provided under an existing subscription plan through the upgrade effective date and is not and will not be entitled to any partial months credits or refunds of any kind as a result of the upgrade. After any upgrade effective date, Customer shall be responsible for the increased fees and charges associated with the upgrade, including without limitation any new and/or additional charges associated therewith, which may include without limitation, for any overages.
If it is specified that the Services or part of the Services are WebEx Services, You agree to be bound by the WebEx Terms of Service to the extent that the Services are WebEx Services. The Terms of Service can be found at http://www.webex.com/terms-of-service.html. By using the product You agree to these Terms of Service.
Term and Termination:
After the initial agreed Term, the Webex Services agreement (with exception of Enterprise Edition and 3+12 month agreements) shall automatically rollover for successive one (1) year terms (each a “Renewal Term”; the Initial Term and Renewal Terms are collectively the “Term”), unless the Customer notifies PGi of its desire to terminate the Agreement by written notice not less than 60 days prior to the end of the Initial term or 45 days prior to the commencement of a Renewal Term whereby the Customer does not wish to renew.
In the instance of Webex Enterprise Edition Services; contract shall automatically rollover for successive twelve (12) month terms (each a “Renewal Term”; the Initial Term and Renewal Terms are collectively the “Term”), unless the Customer notifies PGi of its desire to terminate the Agreement by written notice not less than 60 days prior to the end of the “Term”.
In the instance of Webex 3+12 terms; contract shall automatically rollover for a single twelve (12) month term after the initial 3 month initial term, and then for successive one (1) month terms (each a ‘Renewal term’; the initial term and Renewal terms are collectively the ‘Term’), unless the Customer notifies PGi of its desire to terminate the Agreement by written notice not less than 60 days prior to the end of the Term.
All WebEx Products come with 1 GB free storage, any additional uncommitted storage used will be charged per GB used. Additional committed storage can be purchased (5 GB minimum).
14.4 Microsoft Services
If it is specified that the Services or part of the Services are Microsoft Services, in addition to the terms and conditions contained here, You agree to be bound by the Microsoft Terms of Service to the extent that the Services are Microsoft Services. The Terms of Service can be found at http://office.microsoft.com/en-us/help/HA101063371033.aspx. By using the product You agree to these Terms of Service.
Provision of Audio Conferencing Services. Customer acknowledges that the audio conferencing Services subject to this Agreement are provided by PGi (and not Microsoft or its affiliates). Customer must subscribe for, or acquire a license to, Lync Online as a pre-requisite for operation of such Services.
Permitted Audio Conferencing Countries. Customers that acquire subscriptions for Services outside countries permitted by PGi or its suppliers, as determined in their sole discretion (“Permitted Countries”) may not be able to use the Services in their home country or any other country that is not a Permitted Country. The Services may be restricted or unavailable to a conference participant that accesses a conference from a country that is not a Permitted Country. PGi may suspend or terminate the provision of Services without notice if deemed necessary by PGi to ensure compliance with applicable laws.
Consent. Customer hereby consents to the provision of Customer information to Microsoft in connection with the Services, and consents to Microsoft’s receipt and use of Customer information in connection with Microsoft’s provision of Lync Online and Microsoft’s fulfillment of all of its obligations in connection with the delivery of Lync Online. Customer hereby grants permission to Microsoft to use Customer information in connection with Microsoft’s provision of Lync Online and support services. In addition, Customer hereby consents to disclosure by Microsoft to PGi of Customer’s call detail records related to Lync Online for billing and technical use.
User Conduct. Customer has all necessary rights to all data, software programs or services that Customer uses in connection with its access and use of Lync Online, and Customer’s use of any of the foregoing does not infringe intellectual property or other proprietary rights of any third party. Customer warrants and represents it will not publish, post, upload, record or otherwise transmit content that: (i) violates the rights of any third party or subjects Microsoft to any other obligations to Customer or any third party; or (ii) violates any law, statute, ordinance or regulation.
Microsoft as Third Party Beneficiary. Customer acknowledges and agrees that Microsoft and Microsoft’s affiliates are intended third party beneficiaries under the relevant sections of the Agreement and shall have a direct right of action to enforce the same against Customer.
For the avoidance of doubt, in addition to the foregoing “additional terms,” all terms and conditions set forth in the Agreement do and will apply to Customer’s use of PGi Audio for Lync Online.
14.5 Adobe Services
PGi is a fulfillment agent for Adobe Services and provision of all Adobe Services is expressly conditioned upon Your acceptance of the terms of the applicable end user license agreement (“EULA”) which are available at http://www.adobe.com/products/eulas and other terms for use of the Adobe Services as set forth in a Schedule/Quotation for Adobe Services attached to this Agreement. Unless otherwise expressly agreed in a written Schedule/Quotation for Adobe Services, all charges for Adobe Services require a non-refundable advanced payment, on an annual basis. You acknowledge and agree that notwithstanding any other provision in this Agreement, You are not and will not be entitled to any partial month or partial term credits or refunds of any kind (including but not limited to pre-paid charges) for Adobe Services in the event of termination for any reason, and in the event of termination for any reason, You shall pay to PGi as liquidated damages, but not as a penalty, the shortfall resulting from Your failure to meet any commitment for Adobe Services for the full term of such services, which shall represent a reasonable estimate of the probable loss to PGi.
If it specified that the Services or part of the Services are ON24 Services, You agree to be bound by the ON24 Additional Terms of Service to the extent that the Services are ON24 Services. Customers that acquire subscriptions to ON24 Elite Annual Subscription package are subject to ON24 additional Terms of Service that can be viewed at http://www.on24.com/terms-and-conditions/
To the extent that the WebEx Terms of Service, the Microsoft Terms of Service, the GlobalMeet/iMeet Terms of Service, the ON24 Terms of Service, or the Adobe Terms of the EULAs conflict with the standard terms and conditions of this Agreement, those Terms of Service, as may be applicable, will prevail.
15 BILLING FOOTNOTES, SERVICES AND FEES
15.1 Freephone pricing indicated designates freephone access from landline unless otherwise specified. Please note that additional charges may be incurred should freephone numbers be dialled via mobile phone and/or payphone.
15.2 Pricing for moderator dial out is specific to dial out to landline unless otherwise specified. Additional charges may be incurred for dial out to mobile phones.
15.3 PGi defines a typical conference call as 3 participants or more. For GlobalMeet® and ReadyConference® calls with less than three participants, PGi will apply a minimum conference connections charge at the UK local access rate. This does not affect operator assisted calls.
15.4 Where no rates have been agreed, PGi standard list rates will apply. Standard list rates can be obtained from your account manager.
15.5 PGi offers billing in a number of currencies. PGi shall bill and You shall pay PGi in the currency so designated in this Agreement. Notwithstanding, where Parties have agreed to local currency billing, the Parties shall use the following methodology to set exchange rates for the purposes of converting the rates set forth in this Agreement to other currencies. PGi shall use, and shall bill You according to, the end of day exchange rates as published in the Wall Street Journal on the Start Date for the Term of this Agreement. If international sales, please note that clause 7.10 of these Terms and Conditions may apply.
15.6 PGi invoices the cost of the call on a per minute and per participant basis and rounds the price of the call to the nearest whole cent.
15.7 Call set-up and disconnect charges apply to all inbound and outbound legs of all calls.
15.8 PGi applies a per minute surcharge to each Minute using US freephone access originating from Alaska, Hawaii or any US Territory, the Caribbean or Canada.
15.9 Customer will be charged for each full monthly detail paper invoice, unless and until Customer specifically elects to receive online bill detail pursuant to the PGi' bill selection process: € 21.00 /£ 17.00 / $26.00 (these fees are subject to change).
15.10 Customers will be charged overage fees for minutes used and exceeding minimums available to Customer pursuant to specific price plans offered from PGi and agreed by customer.
15.11 Pooling of audio minutes from multiple Named Users is not permitted
15.12 Customers will be charged a minimum charge for the per minute portion applying to PremiereCall Event, PremiereCall Auditorium and PremiereCall Connection services. €300/£250/$400 (these fees are subject to change)
15.13 PGi applies a 4.3% Service Fee on all pre-tax charges
These Terms and Conditions were last revised in JULY 2013 and are subject to periodic revisions and updates
EMEA UK (EN) V5.4