User guide

18 English
GETTING STARTED
> mail;
> e-mail or other personal delivery service.
14. Payment Details
If we do not have your credit/debit or charge card details we may not be able to provide
or procure those benefits, goods or services that require payment.
You may only make transactions using VC during your period of membership. When
ordering a product or service you will be required to provide your credit/debit or charge
card details. You undertake that all details you provide to us for the purpose of booking,
ordering or purchasing goods or services are correct, that the credit/debit or charge
card you are using is your own and that there are sufficient funds to cover the cost of the
product or the service.
15. Supply of Details
Vertu may pass on your credit/debit or charge card and any other essential booking
details to its agents, employees, subcontractors and Suppliers, and you consent to us
passing on such details to deal with your orders. You must inform Vertu as soon as
possible of any changes to the details supplied by you.
16. Payments Due
The purchase price of all products and services obtained through VC is due for payment
on acceptance of your order by Vertu and/or a Supplier, as applicable.
17. Delivery
By placing your order for a product or service through VC you agree that the time taken
for delivery or performance shall be as stipulated when the purchase is made. We want
you to get your order as soon as possible. If delivery or performance will take longer than
the time set out (or the product or services are unavailable), the Supplier (or Vertu acting
for the Supplier) will notify you of this at the earliest opportunity and you will have the
unequivocal right to withdraw your order and receive a full refund.
18. Limited Warranty
Vertu warrants to you that Vertu shall use its reasonable endeavours to provide the VC
services with reasonable care and skill and, as far as reasonably possible, in
accordance with your request and instructions from time to time. Where Vertu supplies
you with any goods or services supplied by a third party, then Vertu is acting as your
agent in sourcing the goods or services. Vertu will use reasonable care in selecting the
Supplier and ensuring the order is placed in accordance with your wishes. For the
avoidance of doubt, Vertu does not and will not provide any representations or
recommendations in relation to any of the information and suggestions comprised
within the VC services. You are deemed to be responsible for, and shall use your own
skill and judgement as to, the quality, value and suitability of such information and
suggestions in relation to deciding whether to enter into any contract with any third
party for the supply of services or sale of goods.
19. Vertu as Agent
Your contract for the purchase of products or services is made with the relevant
Supplier only. Vertu acts as an agent for the Supplier and, unless expressly provided
otherwise, all your rights and remedies are against the Supplier.
20. Disclaimers
Vertu will not be responsible for products and services offered by Vertu as agents for
the Suppliers or for any aspect of the relationship between you and any particular
Supplier. Vertu will however do everything it reasonably can to assist you in any dealings
you have with the Supplier.
You agree that any contract entered into by you with any of the Suppliers is an
independent contract. Vertu hereby disclaims any and all liability for any act or omission
of any Supplier or any loss incurred by you as a result of any act or omission of a
Supplier whether or not arranged through VC.
21. Limitation of Liability
Vertu accepts no liability for any losses or claims arising from any inability to contact VC
or any failure to complete a transaction.
Save in respect of death and personal injury caused by the negligence of Vertu or as
expressly provided for in these Terms and Conditions, Vertu shall not be liable for any
loss, cost, expense or damage of any nature whatever (whether direct or indirect)
resulting from the provision of the Services or your reliance upon the information and
suggestions provided by Vertu hereunder and the resulting supply of goods and
services to you by any third party.
Vertu shall have no liability to you for any loss, damage, costs, expenses or other claims
for compensation arising from requests or instructions supplied by you which are
incomplete, incorrect or inaccurate or arising from their late arrival or non-arrival, or any
other fault of you.
Vertu shall not be liable to you or be deemed to be in breach of these Terms and
Conditions by reason of any delay in performing, or any failure to perform, any of Vertu ’s
obligations in relation to the VC services, if the delay or failure was due to any cause
beyond Vertu ’s reasonable control.
Except in respect of death and personal injury caused by the negligence of Vertu and
subject to the provisions of these Terms and Conditions, Vertu’s maximum liability to
you for breach of any of its obligations hereunder shall be limited to the value of the
annual subscription fee, if any, and the relevant charge for the VC services to be
provided.
The limitations of liabilities set out herein apply only to the maximum extent permitted by
law.
22. Governing Law and Arbitration of Disputes
Any and all claims, except claims for monies due to Vertu, arising out of or relating to the
use of VC must be commenced within one (1) year after the date either you or Vertu
knew or should have known of the facts giving rise to such claim, after which such
actions shall be barred. If acceptance of your membership request or a particular
service request takes place within Europe, Middle East or Africa, the governing law shall
be English law. All disputes arising out of or in connection with these Terms and
Conditions shall be finally settled under the Rules of Arbitration of the International
Chamber of Commerce by one arbitrator appointed in accordance with the said Rules.
The arbitration proceedings shall be conducted in London, England in the English
language. The arbitration decision shall be final and binding. Provided that the parties
shall have the right to take proceedings in any other jurisdiction for the purposes of
enforcing a judgment or order obtained from the courts of England and Wales.
If acceptance of your membership request or a particular service request takes place
within Asia Pacific, the governing law of these Terms and Conditions shall be Singapore
law. All disputes arising from or connected to these Terms and Conditions shall be
settled finally and exclusively in Singapore under the Rules of the Singapore
International Arbitration Centre (SIAC Rules). The arbitration shall be conducted in
English in Singapore. The award shall be final and binding on both parties. Provided that
the parties shall have the right to take proceedings in any other jurisdiction for the
purposes of enforcing the arbitral award.
If acceptance of your membership request or a particular service request takes place
within the Americas region, all disputes and matters relating to arbitration shall be
governed by the Federal Arbitration Act (9 U.S.C. §§1 et. seq.). Except to the extent
governed by applicable U.S. federal law, any transactions with VC and its Suppliers
shall be governed by the laws of the State of Texas, excluding its conflict of law rules.
Any and all claims, except claims for monies due to Vertu, arising out of or relating to
your membership and use of VC shall be barred unless an action or legal proceeding is
commenced within eighteen (18) months after the date you or Vertu knew or should
have known of the facts giving rise to such claim. Any dispute relating in any way to your
membership and use of VC and any orders placed through VC, shall be submitted
(together with any counterclaims and disputes under or in connection with other
transactions and/or agreements between you and Vertu) to final and binding,
confidential arbitration to the Dallas, Texas office of the American Arbitration
Association (the “AAA”), with such arbitration to be held in Dallas County, Texas, except
that, to the extent you have in any manner violated or threatened to violate any Vertu or
Vertu affiliates’ or licensors’ intellectual property rights, Vertu may seek injunctive or
other appropriate relief in any state or federal court in the state of Texas or, at Vertu’s
option, any other appropriate state or country, and you consent to exclusive jurisdiction
and venue of such court. Arbitration under these Terms and Conditions shall be
conducted under the then prevailing Wireless Industry Arbitration Rules of the AAA
(except as such rules may be modified by the terms of these Terms and Conditions),
unless otherwise agreed in writing by the parties and shall be heard by a single
arbitrator. Subject to any terms contained in these Terms and Conditions limiting or
excluding damages, the arbitrator may award any relief that the arbitrator deems proper,
including without limitation equitable relief, provided that no award of exemplary,
special, consequential or punitive damages shall be permitted. The prevailing party, as
determined by the arbitrator, shall pay the AAA arbitration fees and the arbitrator’s fees
and expenses, as applicable. The arbitrator’s award shall be binding and may be
entered as a judgment and enforceable in any court of competent jurisdiction. To the
fullest extent permitted by applicable law, the arbitration shall be conducted on an
individual, not a class-wide basis, and no arbitration under these Terms and Conditions
shall be consolidated with or joined to an arbitration involving any other person or entity,
whether through class arbitration proceedings or otherwise, without the prior written
consent of you and Vertu.
23. Force Majeure
Vertu shall not be liable for loss or damage caused by any delay or failure to perform its
obligations under these Terms and Conditions caused by failure of any machine, system
of authorization, data processing or communications system, transmission link, strikes,
lockouts, riots, war, fire, acts of God, accidents, material or transportation shortages,
governmental restrictions or injunctions, or denial of import or export licenses, or
compliance with any law, regulation or order, or due to any other circumstances or
causes that have the effect of frustrating performance of these Terms and Conditions,
or any other cause beyond the control of Vertu.
24. General Provisions
Headings - The headings of each of these Terms and Conditions are for convenience of
reference only and shall not form part of these Terms and Conditions. Such headings
shall be ignored in the interpretation or construction of any of these Terms and
Conditions.
Severability - If any provision or provisions of these Terms and Conditions shall be held
to be invalid, illegal or unenforceable, such provision shall be enforced to the fullest
extent permitted by applicable law, and the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
No Waiver - Vertu’s failure to insist on performance of any term or condition contained in
these Terms and Conditions, or failure to exercise any of Vertu’s rights hereunder, shall
not constitute a waiver of any of Vertu’s rights or remedies under these Terms and
Conditions.
Entire Agreement - These Terms and Conditions constitute Vertu’s and your complete
and final statement of the parties’ agreements and understandings relating to the
subject matter of these Terms and Conditions, and supersedes any related prior
agreements, understandings and discussions, oral or written.
Notices - Each party (i.e. you or Vertu) may send notices or communications to the other
by personal delivery, e-mail, regular mail or fax. Notices or communications must be sent
to the latest contact details specified by the receiving party. Notices and
communications will be considered received by the addressee (as applicable): (1) If by
courier or other mode of personal delivery, on the date of personal delivery to such
addressee’s address as last specified by that addressee before dispatch; or (2) if by
posting, 5 working days after the date of registered posting (by airmail, delivery receipt
requested) to the addressee’s address last specified by the addressee before posting;
or (3) if by facsimile, contemporaneously with facsimile transmission to the facsimile