terms and conditions

“Additional Bandwidth’ means  the rate we charge for  the bandwidth used  by streaming video in addition to the total bandwidth prepaid in one of the VYOO bandwidth packages. This supplement is billed per minute per connection at a flat rate as details in the schedule.

"Additional Services" means Services in addition to those specified in the relevant Tariff and include Additional Bandwidth and costs arising from the provision (as agreed between Jordan Web TV and the Customer) of Additional Software modules and their administration.

"AIT" means Artificially Inflated Traffic and occurs where the flow of traffic to any particular revenue share service is, as a result of any activity on or on behalf of the party operating that revenue share service, disproportionate to the flow of traffic which would be expected from good faith commercial practice and usage of the network.

"Affiliate" means any company which is an Associated Company of either party as the term Associated Company is defined under section 416 of the Income and Corporation Taxes Act 1988.

"Agreement" means these terms, and any amendments to these terms agreed with the Customer and any Supplemental Agreement.

"Charges" means the charges for Services payable to Jordan Web TV by the Customer in accordance with clause 7.1.

"Commencement Date" means the date upon which streaming Services are first provided to the Customer pursuant to this Agreement.

"Customer" means the customer of Jordan Web TV whose details appear on the Service Application.

"Disconnection Notice” means a notice to disconnect Service

“Transcoding” means the process of taking the Customer’s uploaded video content and preparing it for streaming over the internet.

"Encoded Content" means video content provided by the Customer to Jordan Web TV already encoded or encoded by Jordan Web TV for internet streaming

"Equipment" means the items supplied by Jordan Web TV to the Customer under this Agreement and includes any Software (but not End-User Licensed Software) and documentation supplied under this Agreement.

"End-User" means the registered owner of the domain or IP address on which the content is streamed.
"End-User Licensed Software" means any software, the license terms for which are governed by a separate agreement with the licensor of such software.

“Free Minutes” This is the Customer’s allocation within each tariff of viewer minutes before bandwidth use is charged. The value is arrived at by analysing total bandwidth use. If bandwidth use is less than the maximum Streaming Quality it will result in more notional Free Minutes before the Customers incurs Additional Bandwidth Charges.

"Minimum Period" means the minimum number of months each Subscription provided under this Agreement must remain connected to the Service, which unless agreed otherwise in writing shall be 1 month.

"Minimum Term" means the term of 1 month from the Commencement Date or such other period as is referred to in the Charges Schedule.
 
"Network Operator" means the network operator who operates the wireless network or networks.

"Jordan Web TV" means Jordan WebTV (UK) Limited of 12 Talisman Business Center, Bicester, Oxfordshire, OX26 6HR and is the company, the ASP, who has wholly developed and owns the VYOO  platform.
 
"On-Line Account Management Service" means the secure service available to certain Jordan Web TV customers on specified terms and conditions via the Jordan Web TV website to access, download, store and make use of online account information.

"Order" means a request by the Customer for Equipment or Services or a change or variation in respect of the same (but not a disconnection).

"Service(s)" means the VYOO online application including uploading, transcoding, storage, streaming, player design, and broadcasting of video data as specified in the relevant Tariff and the provision of the means to disseminate content via this streaming to the End-User and Equipment lease services, IP address services, maintenance and support services, and such other services as are agreed in your order or as we may agree to provide you from time to time.
"Service Period" means the period commencing on the Commencement Date during which period the Services are provided by Jordan Web TV to the Customer pursuant to this Agreement.

"Service Application" means the Jordan Web TV Service Application form signed by the Customer.

"Software" means any software (excluding End-User Licensed Software) supplied to the Customer by Jordan Web TV, the Network Operator or any other supplier under the terms of or in respect of this Agreement.

“Streaming Quality”  The quality of digital video is measured in kbps (kilobits per second). The rate as specified in the applicable Tariff is the maximum that we will stream your video at.

“Storage” This is the amount of encoded video content we will store the Customer and the Customer’s users will have access to. Each tariff has an allowance and a cost structure for additional storage requirements (charged per minute per month pro rata). The Customer may request the removal and placement of content at any time.

"Supplemental Agreement" means the terms and conditions of the Jordan Web TV loyalty programme relating to those elements the Customer chooses or is eligible to take.

"Subscription Charges" means the non-usage dependent part of the Charges, payable on a monthly basis per Account.

"Termination Notice" means the written notice to terminate this Agreement.
"Termination Fee" means the amount to be paid by the Customer to Jordan Web TV in the event that a Termination Notice is served within the Minimum Period. The Fee will be remainder of the costs for the current month to be set against the Subscription Charge for that month.

“Video Format” means the various files formats streaming video online. For the purposes of quality, cross platform flexibility and ease of deployment we use Flash Video. Sometimes you may feel it is necessary to use Windows Media Player. Both the streamer and Streamer Pro plans allow the use of both.
"Viewer(s)" means the individual or groups receiving the streamed content
‘VYOO’ means the on-line video services provided at www.VYOO.eu and which have been developed by Jordan Web TV  Limited and is wholly owned by Jordan Web TV Limited.
2. Orders

2.1 Jordan Web TV agrees subject to acceptance by Jordan Web TV of an Order, to supply to the Customer the Services and Equipment requested in that Order under the terms and conditions contained in this Agreement, and at the Charges specified in the VYOO  Price List, and Jordan Web TV undertakes to use all reasonable endeavours to fulfil any Order as soon as reasonably practicable and if possible by the requested dates for delivery/commencement.

2.2 All Orders shall be subject only to the terms of this Agreement. Any alternative terms appearing on or referred to in any other communication, (whether oral, in writing or by electronic means) by the Customer for the purpose of placing Orders shall be ineffective

3. Service(s)
3.1 Jordan Web TV reserves the right to add to, substitute, or to discontinue any part of the Service(s) at any time. Jordan Web TV does not guarantee the continuing availability of any particular Service.

4. Agreement for the provision of Service(s)

4.1 Jordan Web TV agrees to provide the Services during the Agreement Term.

4.2 Jordan Web TV reserves the right to add to, substitute, or to discontinue any Value Added Service at any time. Jordan Web TV does not guarantee the continuing availability of any particular Value Added Service.

4.3 The Customer agrees not to use the Service for the purpose of marketing or advertising anything to users of services without the consent of those users.

4.4 The Customer agrees that in respect of the Service, Jordan Web TV is acting as a service provider and as such has no knowledge of, involvement with, or liability for the specific content of any content which does not originate from Jordan Web TV.
4.5 Copyright in VYOO application and Software belongs to Jordan Web TV or its licensors.

4.6 Certain elements of the Services are dependent on the Customer having suitable infrastructure available and/or using an appropriate Device and in the event that the Customer is unable to provide suitable infrastructure, or fails to use an appropriate Device, then:

(a) some of the Services may not function correctly ("the Affected Services");

(b) Jordan Web TV reserves the right not to provide the Customer with the Affected Services; and

(c) Jordan Web TV shall have no liability for the Customer’s or Viewers' inability to receive the Affected Services
4.7 During the Minimum Period, the Customer shall not be permitted to transfer from the tariff which was originally connected to under this Agreement to another tariff except where Jordan Web TV at Jordan Web TV's absolute discretion agrees to do so and confirms such a change in writing to the Customer.
5. Service Standards
5.1 Jordan Web TV warrants that it will perform its obligations in this Agreement with the reasonable skill and care of a competent service provider and warrants that the Services will conform in all material respects to the description of the same in the VYOO Price List.

5.2 The Customer acknowledges that the provision of Service is subject to the geographic extent of Service coverage and local geography, topography and/or atmospheric conditions and/or other physical or electromagnetic interference that may from time to time adversely affect the provision of the Service in terms of quality and effectiveness of delivery.

5.3 Jordan Web TV may, where reasonable, from time to time and without notice suspend the Services and at its discretion disconnect an Account in any of the following circumstances without prejudice to its rights hereunder, provided that it shall use reasonable endeavours to restore the Services and reconnect the Account as soon as reasonably practicable:

(a) during any technical failure, modification or maintenance of the telecommunications systems by which the Services are provided; and/or

(b) if the Customer fails to comply with the terms of this Agreement after being given written notice of its failure (including but not limited to failure to pay any sums due hereunder) until such failure to comply is remedied; and/or

(c) if the Customer allows to be done anything which in JORDAN WEB TV’s reasonable opinion may have the effect of jeopardising the operation of the Services, or the Services are being used in a manner prejudicial to the interest of the Customer and/or Jordan Web TV; and/or

(d) because of an emergency or upon instruction by emergency services or any government or appropriate authority (including the Network Operator) or for the Customer's own security.

5.4 Jordan Web TV can at its discretion suspend any Subscription and disconnect any Account from the Services if Jordan Web TV has reasonable cause to suspect fraudulent use of the Account.

5.5 During any period of suspension arising from the circumstances detailed in clauses 5.3(b) to 5.3(d) inclusive, or clause 5.4, the Customer shall remain liable for all Charges levied in accordance with this Agreement.

5.6 We do not warrant that the Services will be available at all times and fault-free. We may need to make changes to our network or the technical specification of a Service or may need to suspend provision of the Services for operational or technical reasons. We will use all reasonable endeavours to notify you in advance of such changes or suspension if it materially affects your Services.
5.7 The actual speed of the Viewer's connection under your package will depend on their line (for example, the distance of their premises from an exchange, the quality of copper line, the quality of the wiring within the premises, distances and settings of wireless nodes and environmental line noise will all impact actual speeds), so we cannot guarantee that your connection will reach any specific speeds.
5.8 Jordan Web TV will not be responsible for technical issues arising from the Customer's web site or server resulting in the non availability of streaming video to the End User or Viewers or any claims arising from such failures.

6. Disconnection of Accounts

6.1 A Disconnection Notice may be given by the Customer in respect of an Account at any time via the Client Account page at www.vyoo.eu.

6.2 Within 7 days from receipt of a Disconnection Notice Jordan Web TV will disconnect the relevant Account(s) from the Services. In the event that the Customer gives a Disconnection Notice to take effect (and resulting in Account disconnections) prior to the expiry of the Minimum Term for the particular Subscription concerned, the Customer will pay to Jordan Web TV any applicable Termination Fee.

6.3 Following the failure of scheduled payments Jordan Web TV will contact the Customer and grant a period of four business days during which time the service will remain online. If payment is still outstanding the service will be terminated as outlined in section 10.5. Any excess bandwidth used in connection with the Customer’s Account either in the preceding month or the four day notice period will be invoiced and due for immediate payment.

7. Basis of Charges

7.1 The prices and tariffs payable by the Customer to Jordan Web TV for the Subscription as set out in the relevant Tariff and payable monthly by electronic transfer by Paypal or other merchant with credit card facilities.

7.2 The Customer hereby agrees to pay the Charges in full without any deduction or set off to Jordan Web TV on -line following the date of invoice for charges for Additional Services as set out in the VYOO Price List.

7.3 The Charges in the various VYOO packages are listed exclusive of Value Added Tax. Value Added Tax,  charged to the Customer at the prevailing  rate applicable in the customer’s  country of operation  (as listed in the customer’s billing address)

8. Billing Arrangements

8.1 Jordan Web TV shall following the end of each calendar month on the date agreed from time to time, submit to the Customer one or more invoice(s) which shall itemise charges for the Additional Services.

8.2 All Charges shall be based upon log and billing data recorded by Jordan Web TV

8.3 Without prejudice to any other rights of Jordan Web TV in the event of the Customer failing to pay any sums due to Jordan Web TV on time or at all notwithstanding notification of the overdue debt to the Customer Jordan Web TV shall be entitled to:

(a) charge interest (both before and after any judgment) on amounts overdue from the Customer under this Agreement from the due date until the payment is actually made at the rate of 2% per annum over the base rate of HSBC Bank plc for the time being during the relevant period; and

(b) suspend the provision of the Services, the performance of customer services and/or disconnect Services until such time as all payments due including all interest accrued has been paid and satisfied in full.

8.4 Jordan Web TV reserves the right to review any credit applied to this Agreement. Jordan Web TV may require from t he Customer a deposit as security for payment of Charges. The Customer may request the return of any deposit paid at the expiry of any 12 month period but the decision to return any deposit prior to termination of the Agreement will be at the discretion of Jordan Web TV. Jordan Web TV reserves the right to set off any deposit against the Charges.Jordan Web TV may require the Customer to pay by Direct Debit.

8.5 If the parties agree that payments of the Charges to Jordan Web TV are to be made by credit card and if payments of Charges are not made on the due date Jordan Web TV is authorised to debit the Customer's nominated credit card company with all Charges due and payable to Jordan Web TV.

9. Obligations of the Customer

9.1 The Customer undertakes with Jordan Web TV that throughout the Service Period it will use its reasonable endeavours to:

(a) provide Jordan Web TV with such information as Jordan Web TV reasonably request in connection with this Agreement; and

(b) not use the Services for any purpose other than that for which it was designed or intended; and

(c) notify Jordan Web TV immediately (and to confirm in writing) on becoming aware that any person is making improper or illegal use of the Services. The Customer will be responsible for any Charges incurred as a result of unauthorised use until Jordan Web TV has received a request from the Customer to suspend the Service.

9.2 The Customer undertakes with Jordan Web TV that throughout the Service Period it will and will take all reasonable steps to ensure that its employees will:

(a) pay the standard charges levied by Jordan Web TV from time to time applicable to repair work on Equipment which is outside (in scope or time) the warranty provided under this Agreement; and

(b) use the Equipment and any Software (including any End-User Licensed Software) in same or reasonable instruction of Jordan Web TV and not to copy, reverse engineer or modify the Software or the End-User Licensed Software in any way save as permitted by law.

(c) not use the Service in any way to generate AIT;

(d) not, without the prior written consent of Jordan Web TV which may be withheld at Jordan Web TV’s absolute discretion, establish, install or make services to third parties; and

(e) not use the Services in a manner which is inconsistent with a reasonable customer’s good faith use of the Services or the Jordan Web TV network;

(f) not use the Services fraudulently or in connection with a criminal offence or for the purpose of sending unsolicited text messages or any material which is offensive, abusive, indecent, defamatory, obscene or menacing, a nuisance or a hoax or which breaches any person’s intellectual property rights or rights of privacy or is otherwise unlawful; and

(g) not use the Services in any way which causes annoyance, inconvenience or needless anxiety.
(h)  keep your security information confidential and secure, and not make them available to unauthorised people. You must tell us immediately if you become aware of any improper disclosure of your security information or unauthorised use of the Services through your account;

(i)  provide the required information to us (especially during the ordering process) and ensure that this information is always valid, up to date and accurate;

(j)  ensure that your equipment and software complies with all applicable laws and standards and that you have any necessary licences before you use it to connect to our network and ensure that your equipment and software is compatible with our Equipment; and

(k)  indemnify us against all losses, liabilities, costs (including legal costs) and expenses which we may incur as a result of any third party claims against us arising from, or in connection with your misuse of the Services or breach of the Terms.
(l) Furthermore, the Customer will ensure that the copyright in any content belongs to the End User or that appropriate licences exist to permit the legal display of content.
9.3 The Customer agrees that it is procuring the Services solely for its own use and furthermore that it will not resell or otherwise act as any form of distributor in respect of Services unless such activities are permitted within the terms of a Developer/Reseller agreement.

9.4 The Customer recognises that the Services may be dependent upon End-User Licensed Software and if the Customer does not accept the licence terms relating to any End-User Licensed Software, Jordan Web TV shall have no liability whatsoever for any failure to provide the Services to the Customer where the Services depend on the use of End-User Licensed Software.

9.5 Where the Customer accepts the terms of a licence in respect of any End-User Licensed Software, then those licence terms shall take precedence over any terms within this Agreement relating to End-User Licensed Software and shall exclusively comprise the Customer's sole rights and remedies in respect of such End-User Licensed Software.

9.6 In the event that the Customer is subject to a claim in respect of any alleged infringement of any trademark, patent, registered design or copyright arising from its normal use or possession of the Equipment or Software then Jordan Web TV will indemnify the Customer in relation to such claim provided that the Customer promptly notifies Jordan Web TV of such claim, makes no admission in respect of such claim, allows Jordan Web TV to conduct all negotiations and proceedings (providing Jordan Web TV with all reasonable assistance) and allows Jordan Web TV at Jordan Web TV’s own discretion and expense to modify or replace the Equipment or Software so as to avoid any continuing infringement. This indemnity does not apply to any infringements caused by the Customer’s own breach of the terms of this Agreement or the operation or use of the Equipment or Software in conjunction with other equipment and software not supplied by Jordan Web TV pursuant to this Agreement in which event the Customer shall indemnify Jordan Web TV in respect of any claims, proceedings and expenses arising from any such infringement by the Customer.

9.7 The terms of this Agreement shall also apply to any Orders placed by any Customer Affiliate. The Customer agrees that it will be liable to Jordan Web TV for: all claims, losses and expenses arising out of the breach of the terms of this Agreement by any of its Affiliates (including but not limited to the non-payment by the Affiliate of Charges and Termination Fees, which the Customer agrees to pay in full within 30 days of notice from Jordan Web TV of the amount outstanding) related to an Affiliate’s use of the Services; ensuring that its Affiliates are aware of and comply with the terms of this Agreement; and, all losses, costs and expenses resulting from any claims against Jordan Web TV made by any of its Affiliates or any other third party whom the Customer has permitted to use or procure the Equipment or the Services, to the extent that such claims exceed the financial caps and other limitations on liability as set out in this Agreement.

10. Duration and Termination

10.1 This Agreement shall commence on the Commencement Date and shall continue for the Minimum Term and thereafter throughout the Service Period until the same is brought to an end by means of a Termination Notice.

10.2 The service(s) are deemed to begin before the end of the cancellation or ‘cooling off’ period as defined in Consumer Protection (Distance Selling) Regulations 2000 and therefore fall outwith the protection offered under this legislation. The Customer acknowledges that cancellation will not be possible upon conclusion of the contract other than by means of A Termination Notice as specified in sections 10.3, 10.4 and 10.5.

10.3 A Termination Notice may be given by either party and the Agreement terminated forthwith if:

(a) the other party is in material breach, and the breach is capable of remedy and the party in breach shall have failed to remedy the breach within thirty (30) days of written notice specifying the breach and requiring its remedy, or the breach is not capable of remedy; or

(b) bankruptcy or insolvency proceedings are brought against the other party, or if an arrangement with creditors is made, or a receiver or administrator is appointed over any of the other party’s assets, or the other party goes into liquidation.

10.4 A Termination Notice may be given to Jordan Web TV under the circumstances set out in Clause 10.2 at any time by the Customer and the Agreement terminated 7 days thereafter, if Jordan Web TV increases its prices or tariffs in respect of Service or Equipment to the Customer’s material disadvantage or substantially varies these terms to the Customer’s material disadvantage other than where such increases in prices or tariffs or change to these terms arises as a consequence of a change in prices, tariffs, terms or otherwise made or requested by third party manufacturers or suppliers, or a regulatory body.

10.5 In addition to a party's right to terminate in accordance with clauses 10.2 and 10.3, at any time during the Service Period:

(a) the Customer may serve on Jordan Web TV a Termination Notice on a minimum of 7 days notice and the Customer shall be liable for any applicable Termination Fee; or

(b) Jordan Web TV may serve on the Customer a Termination Notice on a minimum of 7 days notice and the Customer shall not be liable for any applicable Termination Fee.

10.6 Upon the expiry of any Termination Notice or otherwise upon the termination of this Agreement Jordan Web TV will disconnect all connections, (and any other Equipment) from the Services and the Customer will pay to Jordan Web TV any applicable Termination Fee.
10.7 Upon Termination of the Service or at any time during the duration of the contact the Customer may request a dump of Encoded Content. This will be charged per minute of content as specified in the Jordan Web TV Price List. Such Content will be stored by Jordan Web TV for 7 days following the termination of the contract after which time it will no longer be available.

11. Ownership

11.1 Title to, and all intellectual property rights in the Software, associated documents and all parts thereof will be and remain vested in and be the absolute property of the owner of the copyright in the Software or associated documents as appropriate, which owner shall be entitled to enforce any of the terms of this Agreement relating to the Customer’s use of that Software, associated documents and all parts thereof, directly against the Customer.

11.2 Except as expressly provided in this Agreement, nothing in this Agreement will be deemed to or require Jordan Web TV to transfer, assign or license any intellectual property rights to the Customer.

11.3 The Customer will not be entitled to use in the course of trade or otherwise in relation to any goods or services of the Customer any registered or unregistered trademark, logotype or abbreviation of the name of Jordan Web TV or any part of Jordan Web TV so that any person might reasonably import a connection between those goods or services and Jordan Web TV or any part of Jordan Web TV. The Customer also agrees not to infringe any copyright, or registered or unregistered Trademark rights belonging to any third party in respect of any Device and/or other Equipment.

11.4 All information or materials supplied to Jordan Web TV by the Customer in connection with the Agreement, together with the copyright therein, will remain the property of the Customer and will, if the Customer so requires, be returned to the Customer on termination of the Agreement.

11.5 Any Software supplied is provided on the terms of a non-exclusive, non-transferable licence and such Software is to be used for the sole purpose of operating the Equipment in order to be able to obtain the Services and/or any Value Added Services.

12. Confidentiality

12.1 The parties will each keep confidential any proprietary information and/or any information obtained from the other in connection with this Agreement (including for the avoidance of doubt details of the Customer’s employees) which is reasonably identified by either party as commercially confidential or which is obviously confidential in nature and neither will divulge the same to any third party except such of its employees contractors and agents as may need to know the same for the purposes of the implementation of this Agreement and who agree to be bound by the provisions of this clause without the consent in writing of the other.

12.2 The obligations aforesaid shall not apply to any material or information which is in the public domain (other than as a result of a breach of this Agreement); or, already known to the receiving party; or, lawfully received from a third party and/or ordered to be disclosed by any court or other tribunal or regulatory authority of competent jurisdiction.

13. Limitation of Liability

13.1 Neither party shall be liable to the other in respect of any matter arising out of or in connection with this Agreement in contract or tort or otherwise for any loss (whether direct or indirect) of profit, business, revenue, anticipated savings, goodwill or any loss or corruption of data, or any indirect or consequential loss or damage whatsoever.

13.2 Nothing in this Agreement shall exclude or restrict the liability of either party for:

(a) death or personal injury resulting from that party's negligence;

(b) claims in respect of the indemnities set out in clause 9.1 or the Customer’s liability under clause 9.2;

(c) for breach of any implied term as to title or quiet enjoyment arising out of section 12 Sale of Goods Act 1979; or

(d) fraud or fraudulent misrepresentation.

13.3 Nothing in this Agreement shall exclude or restrict the liability of either party in respect of any liability which cannot be excluded or restricted by law.

13.4 The express terms of this Agreement are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law.

13.5 Jordan Web TV does not accept liability for the acts or omissions of other providers of telecommunication services unless such other providers have been specifically engaged by Jordan Web TV as subcontractors or assignees in respect of performing Jordan Web TV’s obligations under this Agreement.

14. Matters Beyond the Parties Reasonable Control

14.1 Neither party to this Agreement shall be deemed in default or liable to the other party for any matter whatsoever for any delays in performance or from failure to perform or comply with the terms of this Agreement due to any cause beyond that party’s reasonable control including, without limitation, acts of God, acts of Government or other competent regulatory authority, telecommunications network operators, war or national emergency, riots, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes and other industrial disputes (in each case, whether or not relating to that party’s workforce).

15. Assignment

15.1 The Customer shall not assign or transfer the benefit of this Agreement to any third party without the prior written consent of Jordan Web TV, such consent not to be unreasonably withheld or delayed.

15.2 Jordan Web TV may assign or transfer the benefit of this Agreement to any third party and may subcontract the performance of all or part of the same.

16. Entire Agreement

16.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, proposals, understandings and agreements whether written or oral relating to the subject matter of this Agreement.

16.2 Each of the parties acknowledges and agrees that in entering into this Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement. Nothing in this clause shall, however, operate to limit or exclude any liability for fraudulent misrepresentation.

17. Invalidity

17.1 If any of the provisions of this Agreement is or becomes invalid, illegal or unenforceable, the validity or enforceability of the remaining provisions shall not in any way be affected or impaired. In any such circumstances the parties shall negotiate in good faith in order to agree the terms of a mutual satisfactory provision, achieving as nearly as possible the same commercial effect, to be substituted for the provision which is found to be invalid, illegal or unenforceable.

18. Waiver

18.1 The failure or delay by either party to this Agreement to exercise or enforce any right, power or remedy under this Agreement shall not be deemed to operate as a waiver of any such right, power or remedy; nor shall any single or partial exercise by any party operate so as to bar the exercise or enforcement thereof or of any right, power or remedy on any later occasion.

19. Changes to These Terms

19.1 It is the policy of Jordan Web TV to continually review the charges it makes and the terms upon which it contracts with customers in order to maintain a competitive advantage over other providers of services similar to the Services and Jordan Web TV accordingly reserves the right to vary its prices and tariffs as set out in the Jordan Web TV Price List and these Terms from time to time.

19.2 In the event that Jordan Web TV changes its prices and tariffs within the VYOO  Price List such variations or changes will be published at http://www.VYOO.eu at least 28 days before any such changes take place and come into effect, and in the event that Jordan Web TV changes the terms of this Agreement Jordan Web TV will provide the Customer with 28 days notice of such change or, in either case, as much notice as is reasonably practicable where such change arises as a consequence of changes imposed by third party manufacturers or suppliers, or a regulatory body.

20. Use and Disclosure of Information

20.1 Jordan Web TV operates in accordance with the Data Protection Act 1998 as updated or amended from time to time. The Customer agrees that its details, or those of its users may be used by Jordan Web TV for marketing purposes and to inform the Customer and its users from time to time about other Services or associated technologies. If the Customer or a user does not want its details, or, in the case of the Customer those details of its users to be used in this way then the Customer should contact the Jordan Web TV Data Controller at Jordan Web TV, Milk Studios, 34 Southern Row, London W10 5AN

21. Export Control

21.1 Delivery of the Equipment or the End-User Licensed Software to the Customer may be subject to export control law and regulations. Jordan Web TV does not represent that any necessary approvals and licences have been obtained or will be granted.

21.2 The Customer agrees to comply with any applicable export or re-export laws, regulations, prohibitions or embargoes of any country, including obtaining written authority from any relevant licensing authority where necessary.

21.3 In the event that the Customer procures Equipment computer technology from Jordan Web TV, the Customer agrees that in signing this Agreement the Customer accepts the terms of the following end-user undertaking: the Customer certifies that it will be the end-user of the Equipment and further certifies that it shall use the Equipment only for the purposes of allowing its employees to send, receive, store and process data Services in order to perform their every day contractual duties; that the Equipment will not be used for any purpose connected with chemical, biological or nuclear weapons, or missiles capable of delivering such weapons; that the Equipment will not be re-exported or otherwise re-sold or transferred if it is known or suspected that they are intended or likely to be used for such purposes; and that the Equipment, or any replica of them, will not be used in any nuclear explosive activity or unsafeguarded nuclear fuel cycle activity; and agrees to sign a formal ‘End-User Undertaking’ in a format specified by the United Kingdom Department of Trade and Industry if requested to do so by Jordan Web TV

22. No Partnership

22.1 Nothing in this Agreement shall create, or be deemed to create, a partnership between the parties.

23. Notices

23.1 Any notice or other communication required or permitted under this Agreement to be given i n writing to the address of the recipient stipulated herein or as notified from time to time and will be deemed to have been given or made when delivered personally if properly addressed and posted by first class mail in England within two business days of posting and/or if sent by facsimile upon being sent or if sent by e-mail or other electronic means upon such communication being acknowledged as having been received.

24. No Third Party Rights

24.1 Save as provided by the terms of this Agreement a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from by that Act.

25. Operative Law

25.1 This Agreement shall be considered as a contract made in England and according to English Law and subject to the exclusive jurisdiction of the English courts to which both parties hereby submit.
These terms and conditions and any other terms specified by us, as amended from time to time (together the “Terms”) set out the basis on which Jordan Web TV(UK) Limited 12 Talisman Business Center, Bicester, Oxfordshire, OX26 6HR UK Company No. 06281526 (“Jordan Web TV, we, us, our”) will provide goods and services to the customer with whom we make this agreement or a person who we reasonably believe is acting with the customer’s authority (“You, your”).