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BT Digital Vault

Terms and conditions

Interpretation
Commencement of this Contract
Provision of the Service
Use of the Service
Intellectual Property Rights
Intellectual Property Rights Indemnities
Charges and Payment
Limitation of Liability
Matters Beyond the Reasonable Control of Either Party
Termination of this Contract by Notice
Consequences of Termination
Breaches of this Contract
Changes to this Contract
Transfer of Rights and Obligations
Entire Agreement
Notices
Severability
Law and Jurisdiction

1. Interpretation

In this Contract:

"BT" means British Telecommunications plc of 81 Newgate Street, London EC1A 7AJ, registered in England No. 1800000.

"BT Group Company" means a BT subsidiary or holding company including without limitation a holding company of BT, or a subsidiary of any such holding company, all as defined by Section 736 of the Companies Act 1985, as amended by the Companies Act 1989.

"Contract" means, in order of precedence, these Conditions, the Service Schedule and the Order Form.

"Customer" means the person named on the Order Form. BT may accept instructions from another person who BT reasonably believes is acting with the Customer's authority or knowledge.

"Data" means any programmes, data or other information backed up, manually uploaded, copied, or to be copied from a personal or laptop computer to the Service.

"Minimum Period" means the first month of the Service beginning on the Operational Service Date.

"Operational Service Date" means the date when the Customer completes the online registration process.

"Order Form" means the online order form which the Customer completes as part of the online registration process.

"Service" means the on-line Data storage service as described in the Service Schedule, registered and marketed under the name of BT Digital Vault.

"Software" means the software which the Customer is provided access to by BT to enable the Customer to use the Service.

2. Commencement of this Contract

This Contract begins on the Operational Service Date and will continue until terminated in accordance with the Conditions of this Contract.

Contract duration for all new customers is a minimum 1 month term.

3. Provision of the Service

3.1 BT will provide the Service to the Customer in accordance with these Conditions.

3.2 BT will use reasonable endeavours to provide the Service by the date agreed with the Customer, but all dates are estimates and BT has no liability for any failure to meet any date, unless the Service Schedule says otherwise.

3.3 BT will provide the Service with reasonable skill and care.

3.4 BT will use reasonable endeavours to provide uninterrupted Service but faults may occur from time to time. BT will effect repair in accordance with the fault repair service described in the Service Schedule.

3.5 BT does not warrant that the Software is free from errors or omissions or that the Service is fault free. BT will at its option either repair or replace the Software within a reasonable time if it significantly impairs the Service.

3.6 Occasionally BT may temporarily suspend the Service because of an emergency or for operational reasons, maintenance or improvements. Service will be restored as soon as possible.

3.7 Before suspending the Service BT will give the Customer as much notice as possible.

4. Use of the Service

4.1 The Customer is responsible for obtaining suitable computer hardware, software (with the exception of the Software) and telecommunication equipment and services necessary to access and use the Service.

4.2 The Customer must ensure that any equipment connected to or used with the Service is connected and used in accordance with any applicable instructions, safety and security procedures.

4.3 Customers who have taken the free Service acknowledge that unless they sign in to use the Service within any 90 day period the contract will deemed to have ended and any data stored will be deleted.
4.4. The Customer must not use the service or allow the service to be used:

in any way which is unlawful or in contravention of any licence, third party rights, or, if you have a service from us that gives you internet access, in contravention of our Acceptable Use Policy. This is located at www.abuse-guidance.com and may be amended from time to time;
to send, knowingly receive, upload, download, or use any material which is offensive, abusive, incident, defamatory, obscene or menacing; or
in any way which we reasonably think is, or is likely to be, detrimental to the provision of the service to you or any of our customers.

4.5. We take the misuse described in paragraph 4.4 very seriously, and the Customer agrees to take all reasonable steps to make sure that it does not happen. If we reasonably believe it has happened, we may take immediate action to suspend the service or end the Contract for the service without telling the Customer first, even the Customer was not aware of the misuse.

4.6 The Service is not a substitute for the Customer taking appropriate steps to maintain and safeguard their data through regular data back-up, running current virus software and adopting other appropriate security or maintenance procedures.

4.7 This Service is provided solely for the Customer's own use and the Customer will not resell the Service (or any part or facility of it) to any third party.

4.8 The Customer will comply at all times with the Data Protection Act 1998 (or any other applicable data protection legislation).

4.9 The Customer will take all reasonable steps to ensure that any person who may have access to the Service complies with the conditions of this Contract.

4.10 The Customer will comply with all reasonable instructions which BT may give from time to time regarding the use of the Service.

4.11The Customer must indemnify BT against any claims or legal proceedings which are brought or threatened against BT by a third party for breach of the End User Licence.

4.12 BT will notify the Customer of any such claims or proceedings and keep the Customer informed as to the progress of such claims or proceedings.

5. Intellectual Property Rights

5.1 The Customer will not, without BT's prior written consent, copy or modify the Software, nor copy the manuals or documentation except as permitted by law.

5.2 The Customer will effect and maintain adequate security measures to safeguard the Software from access or use by any unauthorised person.

6. Intellectual Property Rights Indemnities

6.1 BT will indemnify the Customer against all claims and proceedings arising from infringement of any intellectual property rights by reason of BT's provision of the Service to the Customer. As a condition of this indemnity the Customer must:

(a) notify BT promptly in writing of any allegation of infringement;

(b) make no admission relating to the infringement;

(c) allow BT to conduct all negotiations and proceedings and give BT all reasonable assistance in doing so (BT will pay the Customer's reasonable expenses for such assistance); and

(d) allow BT to modify the Service, or any item provided as part of the Service, so as to avoid the infringement, provided that the modification does not materially affect the performance of the Service.

6.2 The indemnity in paragraph 6.1 does not apply to infringements caused by the use of the Service in conjunction with other equipment, software or services not supplied by BT or to infringements caused by designs or specifications made by, or on behalf of, the Customer. The Customer will indemnify BT against all claims, proceedings and expenses arising from such infringements.

6.3 The limitations and exclusions of liability contained in paragraph 8 do not apply to this paragraph.

7. Charges and Payment

7.1 The charges for the Service will be set out at http://www.bt.com/digitalvault. Charging will commence on the day of completion by the Customer in accordance with the online order process.

8. Limitation of Liability

8.1 BT accepts unlimited liability for death or personal injury resulting from its negligence. Paragraphs 8.2 and 8.3 do not apply to such liability.

8.2 BT is not liable to the Customer, either in contract, tort (including negligence) or otherwise for any direct or indirect loss of profits, loss of revenue, business, goodwill, contracts or anticipated savings, nor for any special, indirect or consequential loss or damage or for any destruction, damage of data or corruption to data (including delay in retrieving any stored data), whether sustained by the Customer or any other person.

8.3 BT's liability to the Customer in contract law or in tort or delict or otherwise (including liability for negligence) arising in relation to this Contract is limited to £10,000 for any one incident or series of incidents and £20,000 for any series of incidents related or unrelated in any period of 12 months.

8.4 Each provision of this Contract, excluding or limiting liability, operates separately. If any part is held by a court to be unreasonable or inapplicable, the other parts will continue to apply.

9. Matters Beyond the Reasonable Control of Either Party

9.1 If either party is unable to perform any obligation under this Contract because of a matter beyond its reasonable control, such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes or acts of local or central Government or other competent authorities or events beyond the reasonable control of that party's suppliers, that party will have no liability to the other for that failure to perform.

9.2 In the event of the imposition of restrictions of a legal or regulatory nature which prevent BT from supplying the Service then BT will have no liability to the Customer for failure to supply the Service.

9.3 If any of the events detailed in paragraphs 9.1 or 9.2 continue for more than 1 month either party may serve notice on the other terminating this Contract.

10. Termination of this Contract by Notice

10.1 Either party may terminate this Contract on 1 months notice to the other.

10.2 If the Customer terminates this Contract during the Minimum Period other than under paragraph 9.3 or because BT has increased the charges or has materially changed the Conditions of this Contract under paragraph 14 to the Customer's detriment, the Customer must pay BT termination charges equal to the charges due in respect of the remaining period of the Minimum Period.

10.3 This Contract shall terminate automatically on termination of the End User Licence for any reason.

11. Consequences of Termination

11.1 Following termination of this Contract for whatever reason:

(a) the Customer will immediately destroy the Software and manuals together with all copies in any form, including copies on any hard and backup disks;

(b) immediately discontinue any use of the Software or documentation supplied as part of this Contract; and

12. Breaches of this Contract

12.1 Either party may terminate this Contract immediately on notice, if the other:

(a) commits a material breach of this Contract, which is capable of remedy, and fails to remedy the breach within a reasonable time of a written notice to do so; or

(b) commits a material breach of this Contract which cannot be remedied; or

(d) is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of their creditors, or goes into voluntary (otherwise than for reconstruction or amalgamation) or compulsory liquidation or a receiver or administrator is appointed over their assets.

12.2 If BT is entitled to terminate this Contract under paragraph 12.1, BT may, on giving prior notice where practicable, suspend the Service without prejudice to such rights. Where the Service is suspended under this paragraph the Customer must pay the charges for the Service until this Contract is terminated.

12.3 If this Contract is terminated by BT during the Minimum Period because of an event specified in paragraph 12.1 the Customer must pay BT, without prejudice to any other rights BT may have, the termination charges specified in paragraph 10.

12.4 If either party delays in acting upon a breach of this Contract that delay will not be regarded as a waiver of that breach. If either party waives a breach of this Contract that waiver is limited to that particular breach.

13. Changes to this Contract

BT can change the Conditions of this Contract and the charges for the Service at any time. BT will give the Customer 28 days notice of the changes by publishing details on BT's website http://www.bt.com/digitalvault.

14. Transfer of Rights and Obligations

Neither party may transfer any of its rights or obligations under this Contract, without the written consent of the other, except that BT may transfer its rights or obligations (or both) to a BT Group Company without consent.

15. Entire Agreement

15.1 This Contract contains the whole agreement between the parties and supersedes all previous written or oral agreements relating to its subject matter.

15.2 The parties acknowledge and agree that:

(a) they have not been induced to enter into this Contract by any representation, warranty or other assurance not expressly incorporated into it; and

(b) in connection with this Contract their only rights and remedies in relation to any representation, warranty or other assurance are for breach of this Contract and that all other rights and remedies are excluded.

15.3 The provisions of paragraphs 15.1 and 15.2 shall not affect the parties’ rights or remedies in relation to any fraud or fraudulent misrepresentation.

15.4 A person who is not party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

16. Notices

16.1 Notices given by the Customer to BT under this Contract must be in writing and delivered by via the Contact Us link on http://www.digitalvault.bt.com

17. Severability

If any provision of this Contract is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of its provisions will continue in full force and effect as if this Contract had been executed with the invalid, illegal or unenforceable provision omitted.

18. Law and Jurisdiction

This Contract is governed by the law of England and Wales and both parties submit to the exclusive jurisdiction of the English courts.

SERVICE SCHEDULE

1. BT DIGITAL VAULT SERVICE DESCRIPTION

The BT Digital Vault service comprises an on-line back-up, sharing and remote access service for Data held on personal and laptop computers as described in 1.1, together with a support service described in 1.2. The back-up, sharing and remote access service is provided through secure, fast transmission over the internet to remote data centres which can be accessed by the Customer.

1.1 Back-up, Sharing and Remote Access Service

1.1.1 Back-up

Customers who subscribe to the Service that includes automated backup will need to ensure that they have installed the Backup Manager Software on the relevant computer correctly and will need to configure it correctly as described during installation and configuration.

The Backup Manager will only backup Customer Data when the computer is switched on, connected to the internet and automated backup is enabled.

The Customer is responsible for ensuring that the Software is running and the computer is connected to the internet. BT has no liability for loss of Customer Data where the Customer has failed to do this.

1.1.2 Sharing

The Customer may share Data that they have either backed up or manually uploaded to the Service. When the Customer shares a Data folder to a contact, the contact will be sent an email with a secure website address where they can view the shared Data. The Customer is responsible for the Data shared and acknowledges the risk that contacts may forward such data to others.

1.1.3 Remote Access

The Customer may access their content from any internet connected PC using a compatible web browser. The Customer will need to use the chosen Username and Password to access the content. The Customer is responsible for logging off from the remote access service to prevent others from seeing their Data.

1.2 Support Service

1.2.1 Technical Support Helpdesk

BT will provide a Technical Support Helpdesk (Helpdesk) which will be available during the hours of 08:00 to 0:00, seven days a week. The Helpdesk will be responsible for receiving calls from the Customer reporting faults, and for responding to queries about the Service, for logging such calls and pursuing them to resolution, and reporting back to the Customer.

Contact details for the Helpdesk can be found at http://www.digitalvault.bt.com

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