Proactive Monitor is a trading name of Stem Networks Ltd
Registered Office: Airport Business Centre, 10 Thornbury Road, Plymouth, Devon, PL6 7PP
Registered in England and Wales No. 05587008
VAT No. GB 928 4519 96
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THIS SERVICE ALLOWS YOU TO SUBMIT AN ON-LINE REQUEST FOR PROACTIVE MONITOR PRODUCTS AND/OR SERVICES (AN "ORDER"). ANY SUCH REQUEST FOR PROACTIVE MONITOR PRODUCTS AND/OR SERVICES IS SUBJECT TO AVAILABILITY, PROACTIVE MONITOR VERIFICATION PROCEDURES AND WRITTEN CONFIRMATION OF ACCEPTANCE BY PROACTIVE MONITOR. NOTHING IN THIS SITE SHALL BE DEEMED TO BE AN OFFER BY PROACTIVE MONITOR TO PROVIDE ANY GOODS OR SERVICES TO YOU. BY PLACING AN ORDER, YOU WILL NOT BE BOUND TO PURCHASE SUCH PRODUCTS AND/OR SERVICES AND PROACTIVE MONITOR WILL NOT BE BOUND TO PROVIDE YOU WITH SUCH PRODUCTS AND/OR SERVICES UNTIL WE HAVE TOGETHER ENTERED INTO A WRITTEN AGREEMENT FOR THE PURCHASE OF SUCH GOODS AND/OR SERVICES UNLESS OTHERWISE STATED ON THE PROACTIVE MONITOR WEBSITE. THE PROACTIVE MONITOR PRODUCTS AND SERVICES THAT YOU MAY APPLY FOR USING THIS SERVICE HAVE THEIR OWN TERMS AND CONDITIONS. IF THERE IS A DIFFERENCE THE TERMS AND CONDITIONS RELEVANT TO THE PRODUCT OR SERVICE SHALL PREVAIL.
1.1 In these Proactive Monitor terms and conditions for monitoring services the following words shall have the following meanings:
"Passwords" means the secret word or number used to confirm a User's identity when using the monitoring service.
"Monitoring Service" means the Proactive Monitor hosted monitoring service which is accessible via a range of clients and a web management interface.
"Order" and "Order Request" means (in these terms and conditions and where used on the website) an on-line request by you for Proactive Monitor products and/or services.
"Admin User" means an individual appointed by you and confirmed by you to Proactive Monitor as the individual who is the controller of all your account and interactions with Proactive Monitor and who is authorised to appoint Users.
"User" means, in addition to the Admin User, someone you have authorised and Proactive Monitor has approved to use the monitoring service.
"Proactive Monitor" means Proactive Monitor which is a trading name of Stem Networks Ltd (whose registered office is Airport Business Centre, 10 Thornbury Road, Plymouth, Devon, PL6 7PP) and its respective successors and permitted assigns and employees and agents.
"You/your" means You the business entity on whose behalf you have registered with Proactive Monitor to use the monitoring service and includes your business entity's successors, permitted assigns, employees and agents.
2.1 You are responsible for ensuring each user complies with all security procedures as notified to you by Proactive Monitor on this web-site, via email, telephone or other means.
2.2 In connection with the Passwords:
2.2.1 You must use reasonable steps to keep the Password secret and should only disclose it to users.
2.2.2 You must ensure users take all reasonable steps to keep their passwords secret. All users must not disclose password details to anyone else, including other users, members of your staff, members of their families, Proactive Monitor staff or anyone on Proactive Monitor helpdesk.
2.2.3 If you or a user thinks a password is known to someone else, you must ensure that you notify Proactive Monitor immediately.
2.2.4 Proactive Monitor will suspend that user's use of the known password until a new password has been set up.
2.3 You must not let anyone other than users operate the monitoring service for you.
2.4 You must notify Proactive Monitor of a change in users as soon as practically possible so that Proactive Monitor can disable the password.
3.1 You shall be entitled to appoint an admin user.
3.2 The admin user that you appoint must have sufficient knowledge of you and sufficient authority in you to make all decisions in relation to the monitoring service.
3.3 In relation to appointing users, Proactive Monitor will act upon the instructions of the admin user unless you notify us otherwise.
3.4 In relation to the monitoring service (other than the appointment of users), Proactive Monitor will act upon the instructions of the users unless you notify us otherwise.
3.5 You agree to provide us with accurate information of your details and any user details and to promptly notify us of any changes to such details.
The monitoring service shall be provided in accordance with the rules laid down in the Help Text and these Proactive Monitor terms and conditions.
5. OWNERSHIP OF INTELLECTUAL PROPERTY
Material and information supplied may contain valuable information that belongs to Proactive Monitor or others. You and users must not use them other than to operate the monitoring service and must not take copies, sell, assign, lease, sub-license or otherwise transfer such materials and information to anyone else.
6.1 Although Proactive Monitor has made reasonable endeavours to ensure that information contained on this site or as part of the monitoring service is correct, it is possible that information may be incomplete, contain errors or be out of date. You must verify any information obtained from this site or as part of this monitoring service before acting upon it.
6.2 All other warranties, terms and conditions, whether express or implied, statutory or otherwise relating to the monitoring service or information and material on this site or sites accessed through this site are excluded to the extent permitted by law. Except to the extent expressly stated in these Proactive Monitor terms and conditions for on-line services, Proactive Monitor accepts no liability for direct, indirect or consequential loss or damage of any kind (including without limitation loss of profits) arising from any use of the monitoring service, or information and material contained on this site or any site you may access through this site.
6.3 This site may contain links to third party sites. These sites are beyond the control of Proactive Monitor and Proactive Monitor accepts no responsibility for their content.
6.4 Proactive Monitor will not, and its suppliers and licensors will not, be liable whether in contract, tort or otherwise for any loss or damage which:
(i) arises other than through Proactive Monitor' negligence or the negligence of its employees agents or contractors; or
(ii) is not a reasonably foreseeable consequence of Proactive Monitor' negligence; or
(iii) is any business loss including loss of revenue or profits or anticipated savings or wasted expense or data being lost or harmed or for any indirect, special or consequential loss or damage of any kind arising from access to or any use of the information and material contained on this site or any site you may access through this site.
6.5 Proactive Monitor does not restrict or exclude its liability for:
(i) personal injury or death directly caused by Proactive Monitor or its employees whilst acting in the course of their employment with Proactive Monitor or for fraud;
(ii) physical damage to your personal property up to £100,000 due to any one event or series of connected events where such damage is due to our negligence or the negligence of our employees, agents or contractors acting in the course of their employment with Proactive Monitor; (iii) any of Proactive Monitor' liabilities which cannot by law be excluded or restricted.
6.6 Different limitations and exclusions of liability will apply to liability arising as a result of the provision of any goods or services by Proactive Monitor, which will be set out in Proactive Monitor' terms and conditions relating to the provision of such goods or services.
6.7 Nothing in these Proactive Monitor terms and conditions for monitoring services shall exclude or limit Proactive Monitor' liability for death or personal injury due to its negligence.
7. ENDING YOUR USE OF THE SERVICE OR SUSPENDING THE SERVICE
7.1 You may cancel the monitoring service at any time, by giving notice in writing to Proactive Monitor.
7.2 Proactive Monitor reserves the right to end or suspend your use of the monitoring service or the availability of the monitoring service for any reason. We will usually give you reasonable notice of such termination or suspension, however, this may not always be possible, if for example, there is a security concern or a technical issue.
7.3 Ending your use of the monitoring service will not affect instructions users have already given prior to such termination.
Proactive Monitor has the right to change the terms of these Proactive Monitor terms and conditions for monitoring services and website use by giving you notice in writing (which may be given on the website) or by sending you a email. Your use of the monitoring service and websites will not be affected by the change until you have received the notice.
9. THE VALIDITY OF THESE TERMS AND CONDITIONS
We believe these Proactive Monitor terms and conditions for monitoring services are fair. If any part proves not to be legally valid because it is unfair, it will not affect the rest and we are entitled to treat that term as changed in a way that makes it fair and valid.
These Proactive Monitor terms and conditions for monitoring services are governed by the law and courts of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the English courts.