Conferencing & Collaboration Solutions

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 PGS (as defined below) AND YOU (collectively the "Parties"). IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS DO NOT USE THE SERVICES.

1 DEFINITIONS

In these conditions: -
"Agreement" means these terms and conditions, the PGS privacy policy which is located at http://www.premiereglobal.co.uk/en/privacy-policy/or any successor website thereto and the Customer Service Agreement/Particular Agreement 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, 1998 and 2003.
"Disclosing Party" shall mean each of the Parties as the context so admits and being the Party disclosing the Proprietary 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
"PGS" 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.
"Proprietary 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 Proprietary 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 PGS web conferencing solutions.
"Related Services" shall mean the verbatim transcription of any recorded communication between You and a third party or parties, recorded by PGS, and which shall include the proof reading of the transcription created against the recorded communication.
"Services" shall mean PGS audio and web conferencing services, Sites, Related Services and Related Products.
"Site(s)" any and all web sites offered by PGS 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 PGS has entered into this Agreement and You accept this Agreement on behalf of that business.

2 USE OF THE SERVICES

2.1 PGS 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 PGS 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 PGS. 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.

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), PGS 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 PGS and its suppliers (the "PGS Marks") during the term of this Agreement without prior express written consent from PGS. However, and notwithstanding, even in the event of such prior approval, You agree to immediately cease and desist using the PGS Marks upon notice from PGS or upon termination of this Agreement for any reason.

3.3 PGS 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). PGS 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 PGS or its suppliers.

4.3 You agree to indemnify PGS 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 PGS has no control over the content of the information transmitted by You through the Services and that PGS 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.

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 PGS 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 once PGS begins executing the Customer Service Agreement/ Particular Agreement Conditions ("Commencement Date").

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 PGS 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 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:
  1. 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;
  2. 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;
  3. 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;
  4. At the sole discretion of PGS, Your illegal, fraudulent or improper use of the Services or if deemed reasonably necessary by PGS, to prevent interruption or disruption to the PGS network, its business or other customers or suppliers.

6.5 Notwithstanding the provisions of clause 6.4 above, if You fail to pay any amount due PGS 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.

6.6In the event of early termination of the Agreement which is not due to a breach by PGS, or if PGS terminates Your account due to Your breach, You agree to promptly pay to PGS a sum representing a reasonable estimate of the loss to PGS following such termination which shall be calculated as follows:

  1. 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
  2. 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.

6.7 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.

6.8 Upon termination of this Agreement pursuant to this Clause 6 any indebtedness owed to PGS becomes immediately due and payable and PGS is relieved of any further obligation to provide the Services to You pursuant to this Agreement.

6.9 Clauses 3, 8, 11 and 12 shall survive termination of these Terms and Conditions

7 CHARGES, PAYMENT AND FINANCE

7.1 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.

7.2 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). PGS 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.

7.3 You must notify PGS 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.

7.4 All rates are exclusive of value added tax and this will be charged by PGS where appropriate and will be payable at the applicable rate as detailed on schedule attached hereto.

7.5 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.

7.6 Minimum commitment. Without prejudice to clause 6.6, 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. For any Minimum Commitment that is based on minutes, the shortfall amount shall be calculated based upon pricing using the proportion of the Services as actually used by You during the applicable period.

7.7 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 PGS 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 PGS 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 PGS 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.

7.8 PGS 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 PGS price list and instructions prior to and during the usage of the Services or extra services as document sharing, or other added applications relevant to the Service. New charges and/or fees shall become applicable upon being communicated directly or indirectly to You by PGS.

7.9 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 PRIVACY POLICY

8.1 The terms of the Privacy Policy apply to all of the services and websites offered by PGS located at http://www.premiereglobal.co.uk/en/privacy-policy/ or any successor website thereto, and the terms of this clause 8 govern the use and disclosure of Your personal information manually or digitally processed by PGS. It does not apply to information PGS´s customers collect or receive from You.

 

8.2 Information Collection and use. PGS 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 PGS 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 PGS 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, PGS may be unable to process an order, fulfil a service or display certain content on it’s website. PGS does not sell or rent personal information, including personally identifiable information, to unrelated third parties.

 

8.3 The use of cookies. When You browse the Site, You may do so anonymously as personal information is not collected during browsing. There is a technology however called "cookies," which can be used to provide You with tailored information. PGS may use cookies or other tracking technologies to provide You with better service. Cookies are pieces of information that a Web site transfers to Your computer's hard disk for record-keeping purposes. Cookies can make the Web more useful by storing information about Your preferences for a particular site. The use of cookies is an industry standard and many major Web sites use them to provide useful features for their customers. Cookies in and of themselves do not personally identify users, although they do identify a user's computer. Most browsers are initially set to accept cookies. If You prefer, You can set Your browser to refuse cookies. PGS treats any personal information that may be contained in cookies with the same level of protection as other personal information You provide.

8.4 Information Disclosure. PGS shall only disclose Your personal information in limited circumstances. These circumstances include, but are not limited to, the following: (a) when PGS 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 PGS´s companies of the group, or any other company who work on behalf or partners with PGS.

8.5 Information transfer. PGS may need, and You acknowledge and agree that PGS may wish to transfer Your personal information across national boundaries and process it in other countries around the world in which PGS 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. PGS subsidiaries, Xpedite Systems, LLC, and American Teleconferencing Services, Ltd have 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 PGS collects directly from them may contact our Privacy Compliance Officer (contact details below). Data Subjects seeking access to their personal information that PGS has received from a customer must contact the customer directly. PGS 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.

E-mail: privacy@premiereglobal.com
FreePhone: +(1) 877-771-8283

8.7 Security. PGS 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 PGS´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, PGS generates audit logs that record all access and use of personal information stored in our databases. Any contractor whom PGS 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 Storage. In the event of PGS having stored Your personal data in the provision of the Services (and, in particular, the PGIMeet workspace) You are entitled to a grace period of six (6) days after termination or expiration of this Agreement within which it is possible for You to download Your Personal Data (and any other data) from our server. You acknowledge and accept that all Personal Data (and other data) that You may have stored on our server shall be deleted by PGS after the 10th day following termination or expiration of this Agreement. Furthermore, You acknowledge and accept that in the event of non usage of the Services over a period of sixty (60) consecutive days, You shall remove any Personal Data (and any other data) and archive it on Your own storage medium failing which PGS reserves the right to delete the same and without further recourse to You. Data storage, archiving and removal shall be subjected to PGS’s then current storage, removal and archiving policies and procedures.

8.9 Third Party Web Sites. The Site may contain links to third party Web sites. While PGS tries to link only to sites that share its high standards and respect for privacy, PGS is not responsible for the content or the privacy practices of any third party Web sites.

8.10 Consent and Modifications to Privacy Policy. PGS reviews its compliance with this Policy on a periodic basis. By using the Site, You signify Your assent to this Policy. If You do not agree to this Policy, please do not use the Site. PGS reserves the right to make changes or modifications to this Policy at any time without notice. Please check this page periodically for changes. Your continued use of the Site following the posting of changes to This Policy constitutes acceptance of those changes.

9 SERVICE LEVEL AGREEMENT

9.1 PGS will maintain a 99.9% service availability ("committed service availability"). "Availability" or "available" is defined as the time that a service is operational and available for use by You. Calculation: Service availability is calculated monthly per service as a percentage by dividing the number of hours the Service is available during the applicable month by the total number of hours in the applicable month, excluding in all cases Service Outage Time. Service outage time is based on the total hourly outage time across a service. Service outage time is measured from the time a PGS 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.

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 PGS, 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 willful misconduct or the negligence or willful 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. PGS 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 per 1000 conference calls.

9.4 Customer support. Customer Support is available 24 x 7, 365 days per year.

9.5 Remedy. In the event that PGS 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 PGS shall provide the Services with reasonable care and skill and PGS 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 PGS, 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 PGS 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 PGS 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.

11 CONFIDENTIALITY

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:

  1. 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.
  2. 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 PGS 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 PGS is the Data Processor (as defined under the Data Act) in respect of the Personal Data provided.

    12.1.1 PGS agrees that in so far as You are liable for PGS’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 PGS and PGS 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 PGS all Personal Data shall remain Your property.

12.2 You acknowledge that PGS´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 PGS against all claims, demand, proceedings, damages, costs and expenses (including but not limited to reasonable legal fees) incurred or suffered by PGS in any way as a result of Your breach of the Data Act or the provisions of this clause.

13 GENERAL

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 PGS'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 PGS 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:

  1. If notice has been sent by e-mail to the addresses depicted in the Customer´s contact details, at the date of the email;
  2. If delivered personally, when left at the address referred to above;
  3. If sent by facsimile transmission, on the next following day;
  4. 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 PGS 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 PGS 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

14.1 WebEx
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.au/companyinfo/terms-of-service-webex.html . By using the product You agree to these Terms of Service.

14.2 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.

14.3 Adobe Services
PGS 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 PGS 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 PGS

14.4 Conflict

To the extent that the WebEx Terms of Service, the Microsoft 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