These vMessage terms and conditions form a legal contract between you and 0141 Design Limited (0141 Design).

By submitting a request to register as a user of vMessage services the person detailed in the registration form agrees that such organisation as is named in the registration form (‘you’) shall be legally bound by these terms and conditions of service.

0141 Design is a company registered in Scotland (company number SC276429) with its registered office at 38 Carmunnock Road, Glasgow G44 4UE.

NOW, THEREFORE, it is agreed:

1. Term of Agreement: This Agreement shall commence as of the date of registration, and shall continue until terminated pursuant to clause 13 (the ‘Term’).
2. Grant of License: 0141 Design, in consideration of the payment by you of the license fee, hereby undertakes to provide you with access during the Term to the vMessage service via the Site.
3. License Fee: The license fee shall be as set out in the payment plan which you have signed up to and excludes all taxes, which shall be payable by you in addition as prescribed by law. The license fee shall be levied as at the date of this Agreement. Neither the license fee nor any part thereof shall be refundable in the event that you terminate the Agreement prior to fully utilising the services purchased. The licence fee is inclusive of the technical support. We will give you three (3) month’s advance notice by email of any increases to the applicable licence fee.
4. Payment of Fees: You will be asked to pay the appropriate licence fee by credit or debit card and will need to provide 0141 Design with all relevant details. In providing such details you are confirming that the payment card being used belongs to you and that there are sufficient funds or credit facilities in place to cover the payment. The first payment will be made once you have successfully subscribed for the vMessage service. Thereafter any fees due will be charged in accordance with the payment plan you have chosen. That is, if you choose the: a. monthly payment plan, 0141 Design will debit your card on each monthly anniversary of the original payment date (the ‘Original Payment Date’); b. quarterly payment plan, 0141 Design will debit your card four times a year, at three month intervals following the Original Payment Date; c. six month payment plan, 0141 Design will debit your card twice a year, at six (6) month intervals following the Original Payment Date; and d. the annual payment plan, 0141 Design will next debit your card twelve (12) months on from the Original Payment Date and then again after another twelve (12) months has elapsed, and so on UNLESS and UNTIL you cancel your subscription in accordance with the procedures set out in these terms. Where the Original Payment Date does not recur in the particular month that the next payment date (the ‘Payment Anniversary Date’) falls (e.g. 31st January, but no 31st February), you will be charged on the closest date to Original Payment Date (e.g. 28th February) in that month. In the event that any additional fees become due, then such fees shall fall due within thirty (30) days of receipt of the invoice.
5. Intellectual Property: All copyright, patents, trade marks (both registered and unregistered), registered and unregistered design rights, database rights and other intellectual property rights (including moral rights) in and to the Site and the vMessage service are the exclusive property of 0141 Design and you are permitted to use the vMessage service only as expressly authorised. Accordingly, you acknowledge that any other use of the Site, its material and content or the vMessage service is strictly prohibited and you agree not to (and agree not to assist or facilitate any third party to) copy, reproduce, transmit, publish, display, distribute, commercially exploit or create derivative works of such material and content. In addition, you shall take all such steps as shall be necessary to ensure compliance by your personnel with these restrictions and shall be liable for any breach by them. You acknowledges that the Site and the vMessage service are proprietary to 0141 Design and of great value to 0141 Design and you recognise that money damages may not be a sufficient remedy for breach of this clause. In the event of a breach (threatened or actual) of this clause, 0141 Design shall be entitled to seek the remedies of injunction, specific performance or other equitable relief.
6. Download: Once payment has been [made/received by 0141 Design], you shall be given access to the vMessage service and shall be entitled to download [the vMessage software/portal connection].
7. Warranties: 0141 Design warrants that the vMessage service shall be provided with reasonable skill and care. 0141 Design does not warrant that the use of the Site or the vMessage service will be uninterrupted or error free. All conditions, warranties, terms and undertakings express or implied, statutory or otherwise in respect of the Site or the vMessage service are to the fullest extent permitted by law hereby excluded. 0141 Design does not warrant that the Site or the vMessage service is compatible with your computer equipment or that the Site or its server are free of errors, viruses, cancel bots, worms, "Trojan Horses" or other such destructive features.
8. Limitation of Liability: The following provisions set out 0141 Design’s entire liability whether in contract, tort (including negligence), misrepresentation (excluding fraudulent misrepresentation) or otherwise howsoever arising. Save as otherwise expressly provided, 0141 Design’s entire aggregate liability for all claims made during the Term shall not exceed the license fee paid. 0141 Design’s liability for death or injury resulting from its own or that of its employees', agents' or sub-contractors' negligence shall not be limited. To the maximum extent permitted by law, 0141 Design shall not be liable for any economic losses (including without limitation, loss of profits, loss of revenues, data, contracts, business or anticipated savings), or loss of goodwill or reputation, or any type of special, indirect or consequential loss (including loss or damage suffered by you as a result of any claim made by a third party) even if such loss was reasonably foreseeable or 0141 Design had been advised of the possibility of you incurring the same.
9. Data Protection: Each party shall comply with their respective obligations under the applicable data protection laws and regulations governing any personal data processed by the Site or the vMessage service (including, the Data Protection Act 1998 to be construed in accordance with Directive of the European Parliament of the Council 95/46/EC (or equivalent enabling national legislation as applicable in the relevant EEA State) (collectively the ‘DPA’)). 0141 Design shall be the data processor and you shall be the data controller in respect of any personal data that is processed by 0141 Design pursuant to this Agreement and accordingly you warrant that you fulfil and shall continue to fulfil, all of your obligations under the DPA in respect of the processing of personal data. 0141 Design will carry out the processing (as defined by the DPA) of personal data solely in connection with the provision of the vMessage service and will not divulge the whole or any part of any personal data received by it to any person, except to the extent necessary, for the proper performance by it of this Agreement.
10. Obligation and Indemnity: You are expressly prohibited from using your access to the vMessage service, or information gathered from it, to: a. send unsolicited (or ‘junk’ / ‘spam’) vMessages to any third party; b. send, publish, distribute or otherwise communicate any material to any other person which is threatening, obscene, abusive, defamatory, indecent, pornographic or which would otherwise infringe the privacy and other rights of third parties or which contains any other form of illegal content; c. send, publish, distribute or otherwise communicate any material which infringes third party intellectual rights; or d. impersonate any third party or misrepresent your affiliation with any other party (including with 0141 Design).
11. Sending vMessages: In order to enable 0141 Design to send the vMessages to their intended recipients, you agree to allow 0141 Design (and where applicable its agents) to modify your vMessages. Under no circumstances will 0141 Design modify the content of your vMessages. However, 0141 Design may on occasion need to modify the technical specifications of your vMessages, where for instance, you have created your own template and its dimensions are the wrong size, and without modifying it 0141 Design would be unable to send it. Whilst 0141 Design uses its reasonable endeavours to minimise any delivery failures or delays, due to the nature of communications over the Internet and the inherent risks of the transfer of information over it, 0141 Design shall have no liability whatsoever for any damages or losses suffered by you as the result of the corruption, failure of delivery or receipt of any vMessage. 0141 Design does not and cannot possibly review all of the content posted via the vMessage service and expressly disclaims responsibility for the content of any of vMessages provided by or on your behalf. Accordingly, you accept that 0141 Design cannot be held responsible for the content of or the breach of any law arising from your use of the Site and/or thevMessage service. You therefore undertake to indemnify 0141 Design in full for any loss (including consequential loss), expense or damage (including costs on a full indemnity basis) which 0141 Design may suffer and which arises out of your use of the Site or the vMessage service. 0141 Design reserves the right to terminate this Agreement in the event that your use of the Site or the vMessage service causes 0141 Design any loss or damage in any respect. No compensation shall be payable by 0141 Design to you in the event of such termination.
12. Confidentiality: Each party undertakes to the other to keep confidential all information information concerning the business and affairs of the other that it shall have obtained or received as a result of entering into or the performance of this Agreement. Each of the parties undertakes to the other to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of confidentiality by its personnel.
13. Termination: This Agreement may be terminated forthwith by either party if the other: a. commits any material breach of any term of this Agreement and which (in the case of a breach capable of being remedied) shall not have been remedied within fourteen (14) days of a written request to remedy the same; or b. shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition, scheme or arrangement with (or assignment for the benefit of) its creditors or if the other shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or if a trustee, receiver, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction), or upon the occurrence of an equivalent event in any jurisdiction other than England. Should 0141 Design cancel your subscription, for a reason that is unrelated to any breach of these terms committed by you, 0141 Design will refund you an appropriate amount of the licence fee paid taking into consideration how much use you have had of the vMessage service up to the point of cancellation. 0141 Design reserves the right to suspend the vMessage service for any reason whatsoever. However, in the event that 0141 Design does cancel your subscription in such circumstances, it will use all reasonable efforts to give you at least seven (7) days’ advance notice. 0141 Design will do this by emailing you at the most recent email address that you have supplied. Should you wish to cancel your subscription, then you may do so at any point by emailing 0141 Design at subscriptions@vMessage.com in the following manner: c. if you have chosen the monthly payment plan and wish cancel the subscription, you must notify 0141 Design at least fourteen (14) days prior to the next Payment Anniversary Date in order to prevent 0141 Design debiting your credit or debit card on that next Payment Anniversary Date. If you do not give sufficient notice or give notice after the next Payment Anniversary Date you will be required to pay the Charge for the next full month, but 0141 Design will not debit your card on the following Payment Date; and d. if you have chosen the quarterly payment plan, bi-annual or annual payment plans and wish to cancel, you must give 0141 Design notice at least fourteen (14) days prior to the next Payment Anniversary Date in order to prevent 0141 Design debiting your credit or debit card on that next Payment Anniversary Date. If you do not give the sufficient notice or give notice after the next Payment Anniversary Date 0141 Design may refund you (at its sole discretion) the amount that was debited from your card (minus an administration cost) PROVIDED THAT you have NOT sent any vMessages or otherwise used your account since notifying 0141 Design of your intention to cancel your subscription. The administration cost will not exceed the amount that it costs 0141 Design to refund the amount debited to your card. Any termination of this Agreement pursuant to this clause 13 shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party, nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination. Within seven (7) days of the termination of this Agreement (howsoever and by whomsoever occasioned) you shall delete all copies of the vMessage software application installed on your computer system and a duly authorised officer of your organisation shall certify in writing to 0141 Design that you have complied with such obligation as aforesaid. You acknowledge that, following termination of this Agreement, your username and password will be revoked.
14. Force Majeure: Save for the obligation to pay money when due, neither party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including, but not limited to, failures or delays, due to the nature of communications over the Internet and the inherent risks of the transfer of information over it (an "Event of Force Majeure"). Each party agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure, such notice to contain details of the circumstances giving rise to the Event of Force Majeure. If a default due to an Event of Force Majeure shall continue for more than three (3) weeks then the party not in default shall be entitled to terminate this Agreement. Neither party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.
15. Waiver: The waiver by either party of a breach or default of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party. Any waiver must be in writing to be effective.
16. Service Suspension:You acknowledge that on occasion 0141 Design may need to suspend the availability of the vMessage service and/or the Site in order to carry out routine maintenance, to perform upgrades and nightly backups and so on. Availability may also be suspended due to circumstances beyond 0141 Design’s control. You accept that 0141 Design has the right to suspend availability and to change the format or technical specifications of the vMessage service or the Site at any time at 0141 Design’s sole discretion. If at any time you experience difficulties in accessing the vMessage service and/or the Site, please contact: support@vMessage.com and 0141 Design shall use all reasonable endeavours to rectify the problem as soon as possible. 0141 Design does not guarantee that it will be able to rectify the problem within any particular time-frame or at all.
17. vMessage Messages: When you upload your video file onto the Site it will be automatically stored on a server before it is sent onto the intended recipient. 0141 Design will use reasonable endeavours to retain this video file for such period of time as it consider reasonable. However, 0141 Design will automatically delete any vMessage, including the video file, that has not been delivered to or accessed by its intended recipient within a period of twentyeight (28) days. Occasionally vMessages may fail to reach their recipients for reasons beyond 0141 Design’s control (including for instance, where the recipient’s email address is not valid). You agree that 0141 Design is not liable for any deletion of your vMessages in accordance with these terms.
18. Notices: 0141 Design will send all notices for your attention to the most recent email address that you have supplied, or otherwise by publishing them prominently on the Site. if you wish to cancel your subscription, you may email: subscriptions@vMessage.com, but if you suspect that someone has had unauthorised access to your account you should email: notify@vMessage.com. All other notices should be sent to [info@vMessage.com] Notice by email will be deemed received when an email is received in full (or else on the next business day if it is received on a weekend or public holiday in the place of receipt). Please do not send anything to us through the post unless you have a complaint, in which case you can address your complaint to the postal address set out above.
19. Invalidity and Severability: If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.
20. Third Party Rights: A person who is not a party to these Terms has no right under the Contracts (Right of Third Parties) Act 1999 to enforce or enjoy the benefit of any provision of these Terms but this shall not effect any right or remedy of a third party which exists or is available apart from that Act.
21. Assignment And Sub-Licencing: You shall not be entitled to assign this Agreement nor any of your rights or obligations hereunder nor sub-license the use (in whole or in part) of the Site or the vMessage service without the prior consent of 0141 Design (which shall not be unreasonably withheld). You agree that we may assign any of our rights and/or transfer, sub-contract or delegate any of our obligations under this Agreement to a third party.
22. Changes To This Agreement: In the event that we change these Terms we shall take all reasonable and appropriate steps to notify you of such changes, for example, by prominently displaying the amended terms on the Site. If you do not agree to the terms as amended, please cancel your subscription in accordance with the cancellation procedures detailed above.
23. Entire Agreement: Save with respect to fraudulent misinterpretation this Agreement supersedes all prior oral or written agreements and understandings between the parties relating to the subject matter hereof, constitutes the entire agreement between the parties.
24. Law: The parties agree that this Agreement will be interpreted in accordance with the internal laws of Scotland and the exclusive jurisdiction of the Scottish Courts, save that nothing shall prevent 0141 Design from bringing a claim in any jurisdiction in which you are situated. Save with respect to a claim for breach of an intellectual property right or the breach of a confidentiality obligation, in which case the claimant shall be entitled to seek an injunction, the parties shall first attempt in good faith to resolve any dispute internally prior to taking any legal action.