This page contains important information
Terms & Conditions
1. Service Description. Miura Conference provides audio, video and web-based conferencing services and related standard and enhanced conferencing features (“Services”). Miura Conference may enhance and/or expand the features of the Services from time to time. Customer shall provide all user information necessary to enable Miura Conference to create user profiles for each user Customer wishes to provide access to the Services pursuant to this Agreement. Customer is referred to Miura Conference’s Privacy Statement on the Miura Conference website. Unless indicated otherwise in the Rate Information of this Agreement or through a separate agreement, the Services are charged by multiplying the number of minutes used in a month by Customer’s per minute rate listed in Rate Information of this Agreement. Customer acknowledges that it may use certain services or features that are not listed in the Rate Information of this Agreement and Customer will be charged for such services and features based on Miura Conference’s standard rate. Miura Conference may change rates or add new rates at any time without providing notice to Customer, however, any rates indicated in the Rate Information of this Agreement will remain in effect for the term of this Agreement. Miura Conference reserves the right to reclaim any dial-in numbers provided Customer for Services (“Dial-In Numbers”) if such Dial-In Numbers are “inactive” for 120 days. The term “inactive” is defined as no usage on a specific number/service and no upcoming reservations scheduled for such number/service. The Dial-In Numbers will be reassigned to the Customer, upon request, only if it continues to be available. If the Dial-In Numbers are not available, Customer will be provided new dial-in numbers.
2. Service Security. Miura Conference utilises industry-accepted measures and standards to maintain the security and confidentiality of Customer’s content and identifiable information. Miura Conference hosts Customer content and information on a server that is secured by an authentication scheme and a firewall. Customer acknowledges and agrees that Miura Conference cannot prevent and, therefore, is not responsible for inadvertent security breaches. Miura Conference cannot and does not warrant or guarantee that third parties will not intercept, interfere with, or access in an unauthorized manner, information or communications sent or received as part of the Services contemplated under this Agreement. Use of conference recording or taping may subject Customer to applicable laws or regulations (e.g., regarding the notification to participants of the use of these features). Miura Conference does not assume the responsibility for any required notification to any conferencing participants of the Services.
3. Term and Termination.
3.1 Term. The initial term of this Agreement shall be for the service dates set forth in the Account Information of this Agreement (the "Initial Term"). This Agreement shall thereafter automatically renew without interruption for one (1) year (“Renewal Term”), unless either party gives written notice of its intent not to renew the Agreement at least thirty (30) days before the beginning of any Renewal Term. For purposes of this Agreement, “Term" means the Initial Term and all Renewal Terms.
3.2 Termination for Cause. Notwithstanding any other provision hereof, this Agreement may be terminated immediately by either party (a) if either party has breached a material provision of this Agreement and such breach is not cured within sixty (60) days after written notice; (b) in the event either party breaches any of the provisions hereof and such breach is not curable; and (c) in the event that the either party becomes insolvent, files any petition in bankruptcy, makes an assignment for the benefit of its creditors, or is the subject of an involuntary bankruptcy petition which is not set aside or withdrawn within sixty (60) days from the date of its filing.
3.3 Survival. The terms of this Agreement surviving any cancellation, termination, or rescission are namely the sections entitled: Trademarks and Trade Names, Responsibility for Content of Communications, Limited Warranty, Indemnification, Limitation of Liability and Confidentiality.
4. Exclusive Provider. Customer agrees that Miura Conference will, during the Term of this Agreement, be its exclusive provider for the Services contemplated by this Agreement.
5. Payments, Charges and Taxes.
5.1 Payments and Charges. Each month, Miura Conference will invoice Customer for the total monthly cost of all Services. Payment will be due thirty (30) days from date of invoice. Unpaid invoices will be subject to a monthly service charge of 1.5% of the outstanding balance or the maximum legally allowable interest rate, whichever is lower. Customer must notify Miura Conference of any disputed charges within twenty (20) days from the date of the invoice, otherwise Customer will be deemed to agree to such charges and Miura Conference will not be subject to making adjustments to charges or invoices.
5.2 Unpaid Charges. In the event charges due are not paid in full, for any reason, within thirty (30) days from the Invoice date, Miura Conference shall have the right to suspend all or any portion of the Services until such time as all undisputed charges and applicable late fees have been paid. Following such payment, Miura Conference shall reinstate Services to Customer only upon satisfactory assurance of Customer’s ability to pay for Services and advance payment of any cost of re-instituting Services. Such suspension shall not relieve Customer of payment liability accrued through the date of such suspension.
5.3 Taxes. All rates provided to Customer are exclusive of Value Added Tax. Customer shall pay all applicable taxes, fees, duties, tolls or other charges now or hereafter imposed that are attributable to the Services and included on Customer’s invoices.
6. Trade Marks and Trade Names. Other than use of materials and point-of-sale items supplied by Miura Conference, Customer has no right or license to use any of the trade marks or trade names owned by, licensed to or associated with Miura Conference (the “Marks”) without express written consent from Miura Conference. Despite prior approval, Customer will immediately cease using the Marks upon notice from Miura Conference or upon termination of this Agreement for any reason. Any use by Customer of the Marks other than as described above will constitute a breach of this Agreement for which, in additional to any other remedies available at law or in equity, Miura Conference may terminate this Agreement.
7. Responsibility For Your Account. Customer is responsible for all uses of the Services in association with Customer’s account, whether or not authorized by Customer. Customer is responsible for maintaining the confidentiality of Customer’s account and owner numbers and necessary conference codes, passwords and personal identification numbers used in conjunction with the Services. Customer agrees to immediately notify Miura Conference of any unauthorized use of Customer’s account of which Customer becomes aware.
Other than using the Services for conferences or meetings in which Customer is an active participant and as permitted under the terms and conditions of this Agreement or other written agreements between Customer and Miura Conference, Customer may not rent, lease, resell, distribute, make any commercial use of, use on a timeshare or use to operate a web site or otherwise generate income from the Services. Customer may not reverse engineer, modify, decompile, translate, or otherwise attempt to derive source code from Miura Conference or any software provided thereon.
8. Responsibility for Content of Communication. Customer is the sole owner of content and is solely responsible for the content of all conference communications (visual, written or audible) using Customer’s account. Customer will not use Services to send unsolicited mass mailings, surveys, pyramid schemes, chain letters, or contests to any person who has not given specified permission to be included in such a process (commercial or otherwise). Customer agrees not to use the Services to communicate any message or material that is harassing, trade libelous, unlawfully threatening, obscene or harmful to minors, or is otherwise unlawful that would give rise to civil liability, is defamatory or that constitutes or encourages conduct that could constitute criminal offence under any applicable law or regulation. Although Miura Conference is not responsible for any such communications, Miura Conference may suspend any such communications of which Miura Conference is made aware. Customer acknowledges and agrees that Miura Conference does not control or monitor Customer’s content nor guarantee the accuracy, integrity, security or quality of Customer’s content. For conferences conducted utilising any recording feature of the Service, Customer is responsible for and obligated to provide notification to the Participants prior to commencement of said conference that this is a "recorded session".
9. Privacy. Miura Conference’s Privacy Statement may be found on the Miura Conference website. Please consult it to learn Miura Conference’s current practices with respect to Customer’s privacy.
10. Limited Warranty. Except as otherwise provided herein, (a) Customer understands and agrees that Miura Conference’s services are provided “as is” and “as available”; (b) Miura Conference expressly disclaims all warranties of any kind, express or implied, including but not limited to any warranties of merchantability, fitness for a particular purpose or non-infringement; (c) Miura Conference makes no warranty or representation regarding any information, materials, goods or services obtained through Miura Conference’s services or websites, or that Miura Conference’s services will meet any customer requirements, or be uninterrupted, timely, secure or error free; (d) use of Miura Conference’s services and website are at Customer’s sole risk; and (e) Customer will be solely responsible for any damage to Customer resulting from the use of services or website other than as a result of Miura Conference’s negligence or willful misconduct. Because some states and jurisdictions do not allow limitations on or the disclaimer of implied warranties, the above limitation may not apply to Customer. In that event, such warranties are limited to the minimum warranty period or scope allowed by the applicable law.
11. Limitation of Liability. To the maximum extent permitted by applicable law, in no event will Miura Conference, or its suppliers or affiliates, be liable for indirect, incidental, special, exemplary, or consequential damages whatsoever (including without limitation, damage for loss of profits, business interruption, loss of business information, or any other pecuniary loss) arising out of, or resulting from (a) the use of or inability to use the services, or (b) the provision of or failure to provide support services, or (c) the acquisition of any goods or services purchased or obtained through the services, or (d) messages received or transactions entered into through the services, or (e) unauthorised access to or alteration of user’s transmissions or data, or (f) the procurement of substitute goods and services, whether arising in tort (including negligence), contract or any other legal theory, even if Miura Conference has been advised of the possibility of such damages. in any case, Miura Conference’s maximum cumulative liability and customer’s exclusive remedy for any claims arising out of or related to this agreement will be limited to the aggregate amount actually paid by Customer for the services during the term of this agreement. Because some states and jurisdictions do not allow limitations of liability in certain instances or the exclusion or limitation of incidental or consequential damages, the above limitation or portions thereof may not apply to Customer.
The limitations of liability set forth in this paragraph 11 shall not apply in respect of any death or personal injury caused by the negligence of Miura Conference, its subsidiaries, affiliates, directors, officers, employees, shareholders, members, consultants, agents and other owners nor for any losses, damages, liabilities, suits and claims resulting from a dishonest or fraudulent act or omission or fraudulent misrepresentation of or by Miura Conference, its subsidiaries, affiliates, directors, officers, employees, shareholders, members, consultants, agents and other owners.
12. Indemnification. Customer will indemnify, defend and hold harmless Miura Conference and its subsidiaries, affiliates, directors, officers, employees, shareholders, members, consultants, agents and other owners from any claim, whatsoever, made by a third party arising out of Customer's use of the Services.
13. Confidentiality. Each party to this Agreement agrees to hold all Confidential Information of the other party in strict confidence. Confidential Information shall mean information that derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use (“Confidential Information”). Confidential Information includes, without limitation, this Agreement; business plans; business strategies; marketing plans; industry and competitive information; technology, product and proposed product information; pricing and pricing arrangements and agreements; discount schedules; employee information; and financial information. Confidential Information may be written, oral, expressed in electronic media or otherwise disclosed, and may be tangible or intangible. A party is not required to specifically identify Confidential Information as such.
This confidentiality obligation shall not apply to any information (i) independently developed by a party, (ii) generally available to the public other than by a party's breach of this Agreement, (iii) already known by a party at time of disclosure to that party, or (iv) rightfully received from a third party without restriction on disclosure or an obligation of confidentiality running directly or indirectly to the other party. Both parties hereby designate all aspects of this Agreement (defined herein) to be confidential. The parties agree that all Confidential Information shall be disclosed only to those employees and other persons on a need-to-know basis and who agree to be bound by these confidentiality restrictions. Upon termination of this Agreement, each party shall immediately return to the other party any Confidential Information.
The covenants of confidentiality and restrictions on use of Confidential Information shall apply during the Term of this Agreement and for three (3) years after the termination or expiration of this Agreement, except for trade secrets, as to which they shall apply for the period of time that such information retains its status as trade secrets under applicable law or for three (3) years following termination or expiration, whichever period is longer.
14. Miscellaneous.
14.1 Any failure of a party to comply with any obligation, covenant, agreement or condition herein may be expressly waived in writing by the other party, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.
14.2 Except as provided below, neither party may assign this Agreement in whole or in part without the prior written consent of the other party. Either party may freely assign this Agreement in conjunction with a sale of all or substantially all of its assets, or a merger or similar transaction; provided that the acquiring or resulting entity agrees, in writing, to be bound by the terms of this Agreement.
14.3 This Agreement shall be governed by, and construed and enforced in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English courts.
14.4 Should any part, term or provision of this Agreement be declared invalid, void or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties with all terms and provisions remaining in full force and effect.
14.5 This Agreement may be executed by fax, and/or in any number of counterparts, all of which shall together be considered an original.
14.6 Neither party will be responsible for failure of performance due to causes beyond its reasonable control. Such causes include (without limitation) acts of terrorism, wars, hostilities, revolutions, riots, civil commotion, national emergency, fire, flood, force of nature, explosion, embargo, accidents, acts of God, labour disputes, action of any governmental agency, a malfunction of a third party's telephone lines, equipment or services which is necessary to provide the Services, or stability or availability of the Internet, or portion thereof.
14.7 Except as otherwise expressly provided herein, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity, or otherwise.
14.8 This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous proposals, representations, promises, or agreements, oral or written, between the parties with respect to such subject matter. All such matters are merged into and superseded by this Agreement. No amendment and modification of this Agreement will be binding unless in writing and signed by a duly representative of both parties.
14.9 The parties do not intend that this Agreement will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to this Agreement.
Our Corporate Address
Miura Conference Limited
The Malthouse
Llanblethian
COWBRIDGE
Vale of Glamorgan
CF71 7JD