1. AGREEMENT BETWEEN SAMSUNG AND THE USER
- 1.1.In this document:
a."We", "us", or "Samsung" means Samsung Electronics (UK) Limited , company registered in England and Wales under company number 03086621 and with our registered office (and main trading address) at Samsung House, 2000 Hillswood Drive, Chertsey, Surrey KT16 0RS, United Kingdom. Our VAT number is GB689376366 and
b."Service/s" means the subscription services provided by us or any third party designated by us as further described on the Samsung VXT portal (currently at https://vxt.samsung.com/uk , the URL of which may change from time to time upon notice to you). - 1.2.Your use of the Services is subject to the terms and conditions set out below, the legal notice available at [insert link to website use], Terms and Conditions of Sale for Samsung Business Shop, available at [Insert link to SEUK Business shop standard T&Cs], Samsung Service Terms and Conditions available at [Samsung Account T&Cs link] and our Privacy Policy, available at https://www.samsung.com/uk/info/privacy/ and all other documents referred to in this document (all such terms and conditions collectively constituting the "Terms of Use").
- 1.3.You should read the Terms of Use carefully. The Terms of Use is a legally binding agreement between Samsung and you in relation to the Services and your use of the Services. It applies to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2. ACCEPTANCE OF TERMS OF USE
- 2.1.You must accept the Terms of Use in order to use the Services, and you shall not use the Services otherwise. It is important for you to read and understand the Terms of Use before accepting them. You should not click accept if there is any term that you do not understand or agree to. Once you click to accept the Terms of Use, you will be bound by them and agree to comply with them.
- 2.2. You will accept the Terms of Use by clicking to accept or agree to the Terms of Use via your interface for the Services.
- 2.3 You must have a Samsung Account to use the Services. If you do not have a Samsung Account yet, please read the Service Terms and Conditions provided through this link [link] and create a new Samsung Account before using the Services.
3. TRANSLATION OF THE TERMS OF USE
These Terms of Use and the Contract are made only in the English language.
4. THE SERVICES
- 4.1.The Services are provided to you by Samsung and in some cases, by Samsung's subsidiaries and affiliated legal entities worldwide (together, the "Samsung Affiliates") on behalf of Samsung. You acknowledge and agree that the Samsung Affiliates are each entitled to provide the Services to you under the Terms of Use.
- 4.2.You acknowledge and agree that Samsung may, at any time and in its sole discretion, set a limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of the Services (or any part of them). Samsung may suspend your access to the Services if you exceed any such limit set from time to time.
5. USING THE SERVICES
- 5.1.You agree to use the Services in accordance with (a) the Terms of Use; and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.
- 5.2.You must not access (or attempt to access) any of the Services other than through the interface for the Services made available by Samsung.
- 5.3.You must comply with all instructions made available to you in connection with the Services.
- 5.4 You must provide Samsung with all necessary co-operation in relation to this agreement.
- 5.5.Certain Services may automatically download and install updates from time to time from Samsung. Such updates may be in various forms, including bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permits Samsung to deliver such updates to you) as part of the Services.
- 5.6.You must not engage in any activity that causes interference with or disruption to the Services or any servers or networks that are connected to the Services.
- 5.7.You must not reproduce, duplicate, copy, sell, trade or resell the Services (or any part of them).
- 5.8 You shall not access, store, distribute or transmit any any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices (“Viruses”) or any material during the course of its use of the Services that:
(a)is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b)facilitates illegal activity;
(c)depicts sexually explicit images;
(d)promotes unlawful violence;
(e)is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f)is otherwise illegal or causes damage or injury to any person or property; and Samsung reserves the right, without liability or prejudice to its other rights to you, to disable your access to any material that breaches the provisions of this clause. - 5.9. You shall obtain and shall maintain all necessary licences, consents, and permissions necessary for Samsung, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
- 5.10 You shall ensure that your network and systems comply with the relevant specifications provided by Samsung from time to time;
- 5.11 You shall be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to Samsung’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet;
- 5.12 You shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
- 5.13 To the extent permitted by law, you are solely responsible for any breach of your obligations under the Terms of Use and for the consequences of any such breach, including any loss or damage which Samsung or any third party may suffer. Samsung will have no liability to you or to any third party in respect of such breach.
- 5.14 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the documentation as set out in these Terms of Use and, in the event of any such unauthorised access or use, promptly notify Samsung.
6. PASSWORDS AND ACCOUNT SECURITY
- 6.1.You are responsible for maintaining the confidentiality of your passwords for all accounts used by you to access the Services. You acknowledge and agree that you are solely responsible to Samsung for all activities that occur under all such accounts.
- 6.2.You must notify Samsung by email to vxtportal@samsung.com immediately upon becoming aware of any unauthorized use of any of your passwords or accounts.
7. DATA
- 7.1.You may be required to provide information about yourself in order to access the Services (for example, when registering to use the Service or any part of them), or in the course of using the Services.
- 7.2.You agree to provide accurate, current, and complete information required to register to use the Services and at other points as may be required in the course of using the Services ("Registration Data"). You further agree to maintain and update the Registration Data as required to keep it accurate, current, and complete. Samsung may terminate your rights to any or all of the Services if any information provided by you is false, inaccurate or incomplete.
- 7.3.You agree to the use of your Registration Data in accordance with Samsung's Privacy Policy. Samsung's Privacy Policy sets out Samsung's data protection practices and describes how Samsung will treat the Registration Data and will protect your privacy when using the Services.
- 7.4 You shall own all rights, title and interest in and to all of the data inputted by you or us on your behalf for the purpose of using the Services or facilitating your use of the Services (“Customer Data”) and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
- 7.5 In the event of any loss or damage to Customer Data, your sole and exclusive remedy shall be for Samsung to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Samsung. Samsung shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Samsung to perform services related to Customer Data maintenance and back-up).
- 7.6 Samsung shall, in providing the Services, comply with its Privacy Policy relating to the privacy and security of the Customer Data, such document may be amended from time to time by Samsung in its sole discretion.
- 7.7 If Samsung processes any personal data on your behalf when performing its obligations under this agreement, it is agreed that you shall be the data controller and Samsung shall be a data processor and in any such case:
a) you acknowledge and agree that the personal data may be transferred or stored outside the EEA or the country where you are located in order to carry out the Services and Samsung’s other obligations under this agreement;
b) you shall ensure that you are entitled to transfer the relevant personal data to Samsung so that Samsung may lawfully use, process and transfer the personal data in accordance with this agreement on your behalf;
c) you shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
d) Samsung shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by you from time to time; and
e) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
8. CONTENT RIGHTS
- 8.1.You acknowledge that all content that is accessible as part of or via the use of the Services (including audio and sound files, data files, images, music, photographs, software, videos and written text) ("Content") is the sole responsibility of the originator of such Content. Such Content may include content in the form of advertisements or other sponsored Content.
- 8.2.You acknowledge and agree that the Content may be protected by proprietary or intellectual property rights of third parties. You must not modify, rent, lease, loan, sell, distribute or create derivative works based on any Content (either in whole or in part).
- 8.3.Samsung may (but is not obliged to) pre-screen, review, flag, filter, modify, refuse or remove any or all Content from the Services.
- 8.4.You acknowledge that you use the Services understanding the risk that you may find some Content to be offensive, indecent or objectionable.
9. SAMSUNG'S PROPRIETARY RIGHTS
- 9.1.You acknowledge and agree that Samsung (or Samsung's licensors) owns all legal right, title and interest in and to the Services, including all intellectual property rights (existing anywhere in the world and whether registered or not) which subsist in the Services.
- 9.2.You acknowledge that the Service may contain information which is confidential to Samsung and agree not disclose such information without Samsung’s prior written consent.
- 9.3.Nothing in the Terms of Use gives you any right to use any of Samsung's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features. To the extent that you are entitled to such use under a separate written agreement with Samsung, such use must be in compliance with that agreement, any applicable provisions of the Terms of Use, and Samsung's brand feature use guidelines as updated from time to time.
- 9.4.You must not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which are affixed to or contained within the Services.
- 9.5.You must not use any trade mark, service mark, trade name, logo of any person in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
10. SAMSUNG SERVICES LICENSE
- 10.1.Subject to you purchasing a subscription for Services, the restrictions and other terms and conditions in these Terms of Use, Samsung hereby grants to you a, personal, revocable, non-transferable and non-exclusive right and license, without the right to grant sublicenses, to use the Services as provided by Samsung during the Term solely for your internal business operations ("License"). The License is granted for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Samsung, in the manner permitted by the Terms of Use. You may not allow any other person to use the Services and may not use the Services to provide services to third parties. The rights provided under this clause are granted to you only, and shall not be considered granted to any subsidiary or holding company of yours.
- 10.2. You shall not:
(a)except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
(i)attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the software and/or documentation (as applicable) in any form or media or by any means; or
(ii)attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the software or the Services; or
(b)access all or any part of the Services and documentation in order to build a product or service which competes with the Services and/or the documentation; or
(c)use the Services and/or documentation to provide services to third parties; or
(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or documentation available to any third party or
(e)attempt to obtain, or assist third parties in obtaining, access to the Services and/or documentation; or
(f)introduce or permit the introduction of any Virus into the Services or the Samsung's network and information systems.
11. THIRD PARTY CONTENT
- 11.1.The Services may include links to other websites, content and resources. Samsung may have no control over such websites, content or resources which are provided by third parties ("Third Party Content").
- 11.2.You acknowledge and agree that Samsung is not responsible for the availability of any Third Party Content, and does not endorse any advertising, products or other materials on or available via Third Party Content.
12. CHANGES TO THE TERMS OF USE
Samsung may make changes to the Terms of Use from time to time for security, commercial or legal reasons. When these changes are made, you will be notified separately with at least 15 days notice of any changes or additions by making a copy of the new Terms of Use available at the Samsung VXT portal and you will be prompted to consent to or decline the newly revised Terms of Use. You may end this Terms of Use at any time if you do not agree to the amended Terms of Use.
13. TERM, PAYMENT AND TERMINATION OF THE TERMS OF USE
- 13.1. This agreement shall commence on the date we send a Dispatch Confirmation and shall, unless otherwise terminated as provided in this clause 13, continue for the initial subscription term as selected by you on the order for the Samsung VXT Portal (being either 12 months or monthly) (“Initial Subscription Term”) and, thereafter, this agreement shall be automatically renewed for successive periods either monthly or every 12 months (“Renewal Period”) depending on the plan selected at checkout (“Term”).
- 13.2 On each Renewal Period the subscription fee payment as quoted on our business websites shall be taken and you hereby authorise Samsung to take such payment using the payment method linked to your subscription.
- 13.3 If we are unable to complete your Renewal Period payment using the payment method you used to create your subscription or otherwise indicated by you, we will reach out to you to update your payment method, and will charge that payment method for your Renewal Period. If we do not have another payment method on record for you or are unable to charge any payment method we have on record for you for your VXT Portal subscription will be terminated and you will not have access to the VXT Portal.
- 13.4 Samsung shall be entitled to increase the subscription fees, at the start of each Renewal Period upon giving reasonable notice to you. You may cancel your subscription in accordance with these Terms of Use, if you do not agree to the changes.
- 13.5.You may terminate this agreement at any time by (a) providing notice of cancellation in writing to Samsung at the address set out in Clause 1 or at Display Solutions mobile application> Setting menu and (b) closing all of your accounts for the Services. You will continue to have access to the VXT portal and Services through to the end of your current Initial Subscription Term or Renewal Period (as applicable) at which point the agreement between us will be terminated. Payments are non-refundable and Samsung does not provide refunds or credits for any partial or unused Services.
- 13.6.Samsung may terminate this agreement at any time:
a. immediately by giving notice if you have materially breached any provision of the Terms of Use (or have acted in manner which clearly indicates that you do not intend to, or are not able to comply with the provisions of the Terms of Use) including but not limited to you failing to pay any amount due under the agreement on the due date for payment;
b. immediately by giving notice if you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
c. immediately by giving notice if you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business;
d. immediately by giving notice if your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
e. immediately if Samsung is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful);
f. upon thirty (30) days notice, if the partner with whom Samsung offered the Services to you has terminated its relationship with Samsung or ceased to offer the Services to you; or
g. upon thirty (30) days notice, if the provision of the Services to you by Samsung ceases to be commercially viable (in Samsung's sole opinion).
h. upon reasonable notice prior to the commencement of a Renewal Period. - 13.7.Upon termination of this agreement:
(a)all licences granted under this agreement shall immediately terminate and you shall immediately cease all use of the Services;
(b)each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party;
(c)we may destroy or otherwise dispose of any of the (“Customer Data”) in its possession unless we receive, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to you of the then most recent back-up of the Customer Data. We shall use reasonable commercial endeavours to deliver the back-up to you within 30 days of its receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by us in returning or disposing of Customer Data; and
(d)any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
14. EXCLUSION OF WARRANTIES
- 14.1.Nothing in these terms, excludes or limits Samsung's warranty or liability for losses which may not be lawfully excluded or limited by applicable law. If the laws do not allow the exclusion of certain warranties, terms or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages, only the limitations which are lawful will apply to you and Samsung's liability will be limited to the maximum extent permitted by law.
- 14.2.Samsung will use commercially reasonable effort to ensure that the services are available to you without undue disruption, interruption or delay. If there is a disruption, interruption or delay, Samsung will use commercially reasonable endeavours to ensure that it is kept to a minimum.
- 14.3.In particular, Samsung, the Samsung affiliates, and its licensors do not represent or warrant to you that:
a.Your use of the services will meet your requirements;
b.Any information obtained by you as a result of your use of the services will be accurate or reliable; or
c. That defects in the operation or functionality of any software provided to you as part of the services will be corrected. - 14.4.You acknowledge and agree that any material downloaded or otherwise obtained through the use of the services is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.
- 14.5 You assume sole responsibility for results obtained from your use of the Services and for conclusions drawn from such use. Samsung shall have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions or scripts provided to Samsung by you in connection with the Services.
- 14.6.No advice or information (whether oral or written) obtained by you from Samsung on or via the services will create any warranty or condition not expressly stated in the terms of use.
- 14.7 Samsung’s obligations to perform the services in accordance with service descriptions in all material respects and with reasonable skill and care shall not apply to the extent of any non-conformance which is caused by use of the services contrary to Samsung’s instructions, or modification or alteration of the services by any party other than Samsung or Samsung’s duly authorised contractors or agents.
15. GENERAL
- 15.1. You must read the Terms of Use carefully and should contact Samsung and must not use the Services if the terms include things that you do not wish to agree to..
- 15.2You acknowledge and agree that each Samsung affiliated company shall be a third party beneficiary to the Terms of Use and shall be entitled to directly enforce, and rely upon, any provision of the Terms of Use which confers a benefit on (or rights in favor of) them. Subject to the foregoing, no other person shall be a third party beneficiary to the Terms of Use. For the purposes of the Terms of Use, an affiliated company of Samsung is any company, corporation, firm, partnership or other entity that is controlled by Samsung or is under common control with Samsung; the term "controls" and "controlled" meaning the ability to direct the management of the relevant entity.