VirtualHQ Terms of Service
VirtualHQ is a digital platform that provides online interactive spaces for your organisation. VirtualHQ is provided by BrandLab360, a trading name of Red Storm Fashion Agency Ltd of The Q Newport, Bridge Street, Newport, Wales, NP20 4AN. By accepting these terms of use (referred to as the “Terms”) or otherwise using VirtualHQ, you agree to be bound by them in relation to all use of VirtualHQ.
1. VirtualHQ
1.1 You agree and accept that VirtualHQ is hosted online by us and our infrastructure providers. We shall use commercially reasonable endeavours to make VirtualHQ available 24 hours a day, seven days a week, except for routine and emergency maintenance. However, access to VirtualHQ is not guaranteed. We will not be liable if VirtualHQ or any content on it is unavailable at any time for any reason. From time to time, we may restrict access to some parts of VirtualHQ at our sole discretion.
1.2 We reserve the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter VirtualHQ at our sole discretion. We shall not be responsible for any loss of data stored on VirtualHQ whatsoever.
1.3 To use VirtualHQ, you must create an account and provide us with the requested information. By creating an account, you agree to provide accurate, complete and current account information; promptly update, as necessary, your account information; safeguard the security of your account credentials; take responsibility for the acts or omissions of any third party who has authority to access or use the account on your behalf; and notify us immediately if you discover or otherwise suspect any security breaches related to your account and/or your access to VirtualHQ.
2. Payment of fees
2.1 You shall pay any fees notified to you by us for use of VirtualHQ. Depending on how you access VirtualHQ, the fees for your access may be paid on your behalf by your affiliated organisation. The fees for the use of VirtualHQ are payable as notified by us, which may include a monthly or annual subscription. If you pay by subscription, your access will automatically renew on the same basis and using the same payment method unless you provide us (or we provide you) with 30 days’ notice to terminate your subscription before the expiry of the active subscription period. No refunds are payable for any fees paid under any circumstances. We reserve the right to amend our prices and amend or withdraw any special offers at any time without notice.
2.2 From time to time, we may provide different tiers of access to VirtualHQ, with different fees due for each tier, and with different levels of functionality and content available on each tier.
3. Use of VirtualHQ
3,1 You acknowledge that access to VirtualHQ may require internet connectivity and computer hardware with certain functionality and minimum performance specifications as may be published on our website from time to time. It is your responsibility to ensure that the device and connection you use to access VirtualHQ complies with any such requirements in order to enjoy the best possible user experience.
3.2 We may revoke or suspend access to VirtualHQ, delete data held in your account on VirtualHQ (including all accounts associated with your organisation), or terminate these Terms completely, at any time at our sole discretion, including if you are in breach of these Terms (including failure to pay any fees when due) or fail to comply with our reasonable request to remedy such breach within a reasonable time period.
3.3 You shall only use VirtualHQ for legal purposes and shall not use it to engage in any conduct that infringes third party rights, is unlawful, immoral, threatening, deceptive, misleading, offensive, discriminatory, abusive or in a way that is deemed unreasonable by us in our sole discretion.
3.4 We accept no liability for the content that you access within VirtualHQ, which is provided solely by your organisation and its associated personnel and invited guests. We disclaim all liability and responsibility arising from any content available through VirtualHQ, or as a result of any interactions that you have with other users of VirtualHQ. You use VirtualHQ at your own risk.
3.5 You are responsible for ensuring that any content that you make available through VirtualHQ is legal, compliant with section 3.3, accurate and complete, maintained as accurate, and that you have appropriate permissions to share that content on VirtualHQ.
3.6 You must not copy, re-use or otherwise adapt any content available on VirtualHQ without the prior written permission of us or the person that made the content available.
3.7 You must not misuse VirtualHQ by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to VirtualHQ or attempt to prevent or restrict access to VirtualHQ in any way.
3.8 We are not liable for any loss or damage caused by any harmful material that may infect your computer equipment, computer programs, or data as a result of your use of VirtualHQ or to your downloading of any material posted on it, or on any website linked to or from it.
4. Intellectual Property
4.1 VirtualHQ incorporates software and other proprietary systems and intellectual property owned by us or which we have appropriate authority to use, and you agree that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally.
4.2 Subject to compliance with the terms and conditions of these Terms, you are granted a limited, non-transferable, non-exclusive and revocable license to access and use VirtualHQ for the duration of these Terms for your use as an online interactive space tool only for internal business use within your organisation.
4.3 You agree that you shall not directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, forms, templates, or images contained in VirtualHQ or any documentation or content associated with it.
4.4 We provide functionality on VirtualHQ that enables you to upload your own content, including branding and visual design elements (“Your Data”). You warrant to us that Your Data is your own original work product, or that you have the necessary permissions to share Your Data with us for our use as contemplated by these Terms. You shall indemnify us for any breach of the foregoing warranty. You hereby grant to us a royalty-free perpetual irrevocable transferrable and sublicensable licence in Your Data for our continuing business purposes, including to enable us to incorporate Your Data into VirtualHQ and make it available to other authorised users of VirtualHQ.
4.5 All trade marks, logos and service marks displayed on VirtualHQ (other than those provided as part of Your Data) are our property or the property of other third parties. You are not permitted to use those trade marks without our prior written consent or the consent of such third party who may own them.
5. Warranties
5.1 You acknowledge and agree that VirtualHQ (including all content, function, and services) is provided "as is," without any warranty of any kind, either express or implied, including any additional warranty for information, accuracy, data, data processing services or uninterrupted access, any warranties concerning the availability, accuracy, completeness, usefulness, or content of information, and any warranties of title, non-infringement, merchantability or fitness for a particular purpose.
5.2 We do not warrant that VirtualHQ (or the function, content or services made available within it) will be timely, secure, uninterrupted or error free. We make no warranty that VirtualHQ will meet your expectations or requirements. No advice, results or information, or data whether oral or written, obtained through VirtualHQ shall create any warranty not expressly made herein. If you are dissatisfied with VirtualHQ, the sole remedy is to discontinue using VirtualHQ.
5.3 You acknowledge that VirtualHQ is hosted on third party infrastructure, and we shall not be liable to you for any costs, losses, damages, downtime, or other liability arising from the use of or reliance upon such third party infrastructure.
5.4 Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.
6. Liability & Indemnity
6.1 YOU AGREE THAT YOU USE VIRTUALHQ AT YOUR OWN RISK.
6.2 YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR THE CONDUCT OR ACTIVITIES OF ANY USER OF VIRTUALHQ AND THAT WE ARE NOT LIABLE FOR SUCH UNDER ANY CIRCUMSTANCES. WE MAKE NO WARRANTY OR REPRESENTATION IN RELATION TO ANY CONTENT NOT PROVIDED BY US WHICH MAY BE MADE AVAILABLE TO YOU ON VIRTUALHQ.
6.3 YOU AGREE TO INDEMNIFY US FOR ANY LOSS, DAMAGE, COST OR EXPENSE THAT WE MAY SUFFER OR INCUR AS A RESULT OF OR IN CONNECTION WITH YOUR USE OF VIRTUALHQ OR CONDUCT IN CONNECTION WITH VIRTUALHQ, INCLUDING YOUR SHARING OF ANY PERSONAL DATA WITH US.
6.4 NOTHING IN THESE TERMS SHALL OPERATE TO EXCLUDE OR LIMIT OUR LIABILITY (IF ANY) FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE; FRAUD; FRAUDULENT MISREPRESENTATION; OR ANY MATTER WHICH IT WOULD BE ILLEGAL FOR US TO EXCLUDE OR ATTEMPT TO EXCLUDE OUR LIABILITY.
6.5 EXCEPT AS REQUIRED BY LAW, OUR MAXIMUM LIABILITY TO YOU IN RELATION TO THESE TERMS AND VIRTUALHQ SHALL NOT EXCEED ANY FEES PAID IN THE TWELVE MONTHS PRECEDING THE DATE OF THE LIABILITY ARISING.
6.6 IN NO CIRCUMSTANCES WILL WE BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, LOSS OR CORRUPTION OF DATA, LOSS OF PROFITS, GOODWILL, BARGAIN OR OPPORTUNITY, LOSS OF ANTICIPATED SAVINGS OR ANY OTHER SIMILAR OR ANALOGOUS LOSS RESULTING FROM YOUR ACCESS TO, OR USE OF, OR INABILITY TO USE VIRTUALHQ, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, IN EQUITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGE, TO BUSINESS INTERRUPTION OF ANY TYPE, WHETHER IN TORT, CONTRACT OR OTHERWISE.
7. Governing Law & Jurisdiction
7.1 These Terms shall be governed by and construed and enforced in accordance with the laws of England and Wales.
7.2 Each party expressly agrees that exclusive jurisdiction for resolving any claim or dispute between you and us relating in any way to use of VirtualHQ shall be with the courts of England and Wales.
8. Other provisions
8.1 These Terms constitute the entire agreement between you and us regarding your use of VirtualHQ and supersede any and all prior understandings and agreements between us respecting such subject matter, except that if you or your organisation have executed a separate written agreement with us governing your use of VirtualHQ, then such agreement shall take priority to the extent that any provision of these Terms conflicts with the terms of such agreement.
8.2 You may not assign or otherwise license or transfer any of your rights and obligations under these Terms.
8.3 No clause of these Terms will be deemed waived and no breach excused unless such waiver or consent is provided in writing.
8.4 Any clause of these Terms which is invalid or unenforceable is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of these Terms.
8.5 Any part of these Terms may be amended by us at any time, and any aspect of VirtualHQ may be updated or discontinued at any time. Any changes to these Terms or to VirtualHQ which will significantly affect your rights and obligations will be notified to you in advance of such changes taking effect.