Thermeon (We/Us) supplies a range of applications and services to our customers (You) which are designed to assist the global vehicle rental industry. The Terms of Service set out here explain the basis upon which these services are supplied, our obligations to You and Your obligations to us and to other users of these services. These terms are binding upon You and on Us from the time You commence using any services provided to You under the Thermeon brand and have been notified of the information contained here. If You do not wish to be bound by them, You must cease to use any and all of the services in accordance with the terms covering termination of service use, below. Any previously agreed or implied terms and conditions or contractual arrangements that may have existed between the parties are herewith terminated and superseded.
We reserve the right to amend or modify these terms of service at any time and will make every effort to notify You of any such changes by email, by announcement on the company's main website, www.thermeon.com and / or by such other means as we think appropriate. It is highly likely that these terms will change over time and it is Your responsibility to ensure that You read them thoroughly now, refer to them regularly in the future and keep Your contact details up to date with Us to ensure that You are aware of and comply with all the terms herein.
You, Your business and any employee or associate of Your business to whom access has been granted to these services, by Us or by You, is equally bound by them and each of You is deemed to have understood them and agreed to be bound by them.
You agree to pay invoices for Fees and Charges immediately upon receipt or in accordance with agreed and specified terms detailed in Your Service Agreement with Us. Any queries must be raised immediately, that being within 14 days of the Invoice date, no item under query shall delay the payment of any undisputed portion of that Invoice nor any other invoice that is due for payment. We do not offer credit terms and do not render monthly statements as a matter of course. It is Your responsibility to ensure that all invoices are paid on time and it is not Our responsibility to ask for payment beyond the action of sending the invoices.
Monthly recurring charges are invoiced retrospectively to the month in which they arose. Charges for labour-based charges such as programming, training, consulting and any other items of expense are invoiced and payable immediately the work has been carried out or the goods and services supplied. Invoices for programming may be rendered part way through a large project, together with a schedule of work and are payable on normal terms, notwithstanding the fact that the proposed development is currently incomplete.
In the event that invoices are not paid when due and despite repeated requests for payment, remain unpaid, then We reserve the right to suspend or withdraw access to the Services, to pursue recovery using professional and/or legal actions which costs will be Your responsibility, to terminate this Agreement, and to charge interest on all unpaid invoices at the rate of 2% per month or part thereof compounded up to the date of final receipt.
You are granted a conditional right to use the software Applications and Services strictly in accordance with these Terms of Service and no other right whatsoever. This right is non-exclusive and non-transferrable.
You are responsible for maintaining user security within Your organisation. You are responsible for managing the access to the Services of any person employed by You or authorised by You at one time or another to access the Services and for the level of access and permissions which that person is granted. You are responsible for ensuring that user passwords are not shared between different persons, that they are kept strictly confidential, that they are sufficiently secure in their format, that they are changed when appropriate, that users are restricted according to Your company policy and blocked from access when You deem it appropriate or when they leave Your employment.
You may grant third parties rights to store and retrieve Data in Our systems, with our prior written permission, for purposes agreed between Your respective businesses and in so doing You acknowledge that they are granted those rights in accordance with these Terms of Service to which they are equally bound and that any dispute arising from their use of the Services is a matter between You and that third party. We may have rights against third parties under these Terms of Service but You have no rights against Us in such circumstances including but not limited to the modification or deletion of Data.
We undertake to manage the maintenance, reliability and security of our systems using reasonable skill and care. We offer no guarantee that the Services will be uninterrupted or error free nor that Your data will be safe from all possible risks. We intend the Services to be available to You 24 hours per day every day but there will be occasions when We need to take aspects of the Service off-line in order to perform upgrades or maintenance. We will give as much notice as possible of any such events and will take all reasonable efforts to ensure that the time offline is limited to the shortest possible for the task involved. We will maintain routine backups of all Data stored in our systems but You must maintain copies of all Data entered into Thermeon systems using these Services. We will provide recommendations and guidance, on appropriate reporting and filing regimes, to assist You in maintaining said data. In the event of a loss of Data We will make every reasonable effort to recover such Data but expressly exclude any liability for any loss of Data, except where such loss arose as a direct result of neglect or misconduct on our part.
We may offer You advice on procedures and practices to assist You in running Your business and on the use of the Services. Such advice is provided on the strict understanding that You are ultimately and exclusively responsible for the way you choose to run Your business and how You choose to use the Services we provide.
The goal of the support services provided by Us is to provide timely, well-defined solutions to Your issues. To achieve this it is important that Your staff are properly trained and resourced within the business and supported internally by the most knowledgeable staff. It is also necessary for You to submit a well-researched and documented issue and be able to offer clear, timely responses to the support team's questions. You should evaluate Your issues carefully before submitting to support, make full use of all the reference material provided and be ready to replicate problems in order to assist the support team to do their job effectively. Except in emergencies, support is only provided during normal office hours, Monday to Friday for the team involved in either London, Sydney or California but access to support materials and resources is available 24/7.
The Service Agreement, all Data recorded under the Terms of Service, all correspondence between us in connection with this Agreement and or the business dealings and procedures of both You and Us is deemed to be confidential. Each party agrees to make reasonable efforts to ensure that such confidentiality is maintained at all times and will make all reasonable efforts to ensure compliance of this obligation by its own employees, contractors and affiliates. This obligation on each party shall survive any lawful termination of the Service Agreement indefinitely.
We retain title to all rights in the Applications, Source Code, Services, documentation and literature as well as the Thermeon name and any products or services marketed under that or any other brand name belonging to Us. Your possession and agreed use of the Software, the Service and Documentation, and the provision of services by Us under this agreement, will not infringe the Intellectual Property Rights of any third party.
You will retain title to the Data recorded by You and to the Intellectual Property rights contained in that Data. You grant Us rights to access and use that Data for the purposes of providing and improving the Services provided under this Agreement and We may copy, store, transmit, backup, report upon, produce statistics from, or do any other thing we need to do with that Data in order to fulfil our obligations hereunder.
By making use of the Services You enter into an Agreement with Us which has a minimum initial term of twelve calendar months from the date of commencement. Continued use after the expiration of the initial term extends that term automatically by one calendar month on a rolling month by month basis, so long as all obligations for payment by You have been maintained and We have not exercised our option to terminate the Agreement.
Either party may terminate this Agreement by giving a minimum of three months’ notice. All Fees and Charges that would otherwise have been due from You, had the Agreement not been terminated, shall remain due and payable in the normal manner up to the expiration of that notice period, whoever terminated the agreement. This agreement may be terminated for any material breach of the agreement save only that reasonable opportunity shall be provided to remedy any breach. In extreme circumstances We may terminate this Agreement immediately and remove access to the Data and Services. Examples of extreme circumstances include but are not limited to a continuing failure by You to pay Fees and Charges despite repeated reminders to do so, Your impending or actual insolvency, the appointment of any receiver or administrator or any serious abuse or misuse of or threats to the Applications, Data or Services, until such time as the matter is fully resolved to our satisfaction. Such termination and/or restriction of access is entirely without prejudice to Your liability to pay the Fees and Charges due under this Agreement.
Any waiver of any breach will only be effective if made in writing and notified to the other and any waiver by either party of any breach of this Agreement does not constitute a waiver of any other breach.
Neither party shall be held liable for any breach of this Agreement where the circumstances surrounding the breach are held to be entirely outside the reasonable control of the party deemed to be in breach.
We provide these Services on an as-is basis strictly under these Terms of Service and make no warranty of any kind including but not limited to their suitability or fitness for any purpose. We make no undertaking that our Services are compliant with the legal or fiscal requirements of any country and You remain exclusively liable for ensuring compliance with the laws and authorities of the country in which You operate or to which You are subject. Any and all warranty is specifically excluded.
You indemnify Us against any and all claims, loss, costs or damage arising from Your use of the Services or any breach by You of this Agreement including but not limited to the costs of recovering outstanding Fees and Charges that are due under this Agreement.
To the maximum extent permitted by law We shall not be responsible for any loss, damage or claim by any party or person directly or indirectly no matter how such loss, damage or claim is deemed to have arisen. You agree that Your use of these Services is entirely at Your own risk and that Your only remedy to any level of dissatisfaction with the Services provided, which cannot be dealt with by an amicable commercial resolution, is to terminate this Agreement in accordance with the provisions herein and to cease to use the Services. In the event that such limitation is deemed unlawful in any circumstances then the maximum amount payable in settlement of any such claim shall be limited to one pound (GBP £1.00).
If any part of this Agreement is deemed to be invalid, unenforceable or in conflict with any applicable law then that part is replaced with an alternative provision which is deemed lawful and, insofar as is possible, appropriate and the remainder of the Agreement shall be binding on all parties.
This Agreement is governed by the laws of England and Wales and You hereby submit to the jurisdiction of the courts of England and Wales with regard to any disputes arising in connection with this Agreement.
The Service Agreement together with these Terms of Service, constitute the entire agreement between You and Us and supersede and extinguish any and all prior agreements, representations understandings or beliefs whether written or oral or as a matter of established practice. Where any conflict arises between these Terms of Service and the Service Agreement, it shall be the Service Agreement that takes primacy.