Terms and Conditions ("Terms")
Last updated: 2017-04-11

SECTION 1: PURPOSE

Through Vigilion Secure Cloud, Vigilion (trading as Bit Zesty Limited) carries out the filtering of electronic messages and files received by the user to prematurely stop, unlawful e-mails or files with malware.

These conditions define the conditions according to which Vigilion offers the Service to the user. Vigilion reserves the right to modify and update the General Terms of Service. These conditions will apply to any new feature or version whatever its nature, related to the Service.

SECTION 2: SERVICE DESCRIPTION

Section 2.1: General Provisions

Vigilion Secure Cloud and API is a hosted infrastructure protection solution, proposed in a "service hosted in the network" mode. The platform of service is operated and hosted by Vigilion by its own techniques and provides to the user a Spam filtering and anti-virus service in "gateway" mode: the whole flow of emails of the user’s domain(s) has to be redirected to the Vigilion Secure Cloud platform. This platform filters the content of the flow and communicates it once filtered to the user’s mail servers. All or part of the flow may be rejected by the platform (refusing SMTP), quarantined for consultation, marked in the message for classification and/or simply issued to the target platform, according to the result of the analysis on the content carried out by the platform. The API only scans a copy of the file and reports the status of the file back to the user.

Section 2.2: Continuity of Service

As part of the routing of messages from the Vigilion Secure Cloud platform to the user’s messaging platform, Vigilion Secure Cloud will keep queued messages for a maximum of 2 days from the time it received the message. It is the user’s responsibility to ensure the availability of its own platform, so that emails can be delivered within that period. Beyond 2 days on hold, Vigilion Secure Cloud will proceed with the removal of blocked messages and the delivery of an acknowledgment of non-delivery (Delivery Status Notification DSN) to the issuing infrastructure. The user is informed that the delivery of the DSN is not guaranteed and depends on the configuration of said issuing platform. The API does not permanently store files.

Section 2.3: Optional “outgoing filtering” service

The activation of the service enables the Vigilion Platform to be used for outgoing filtering. The user is informed that this service is not appropriate for sending commercial or bulk e-mails. Accordingly, Vigilion shall not ensure the proper deliverability of emails of this type.

SECTION 3: ADDITIONAL SERVICES

In addition, Vigilion commits itself to provide updates for the Vigilion Secure Cloud platform, and to make technical support available to the user under the following conditions:

Section 3.1: Updates and Maintenance

The working of the Vigilion Secure Cloud service necessarily involves the development of minor corrective and perfective update, to overcome the techniques intended to circumvent anti-spam features. Supplying these updates will be done automatically, as the developments progress, without the user having to make any request.

If necessary, Vigilion reserves the right to interrupt the service to carry out a technical intervention, in order to improve its operation or for any maintenance operation.

Section 3.2: Technical Assistance

In order to offer an adequate continuity of the service and to support the user during the minor installation of Vigilion Secure Cloud , Vigilion makes available to the user a technical support to resolve possible technical difficulties that could arise in the performance of this contract.n advised of the possibility of such loss or damage being incurred.

The user has an obligation to cooperate with Vigilion. The user can contact technical support by phone (at: +44 20 7125 0160 from Monday to Friday from 9:00 to 6:00 p.m., excluding public holidays) or with the form via the Vigilion website. The user is informed that if an incident was noted, Vigilion would make every effort to a return to operational service as soon as possible.

SECTION 4: ORDER

Any order placed with Vigilion or its partners that is formalised by a purchase order that the user agrees to return as soon as possible. Orders are no longer subject to modification or cancellation after acceptance of the purchase order by Vigilion.

SECTION 5: INFORMATION FOR THE USER

The user acknowledges to have checked the adequacy of the service for his needs and to have received from Vigilion or its partners all the required information and advice to sign to this commitment.

SECTION 6: TERM

The term of the contract between the parties is indicated on the purchase order and starts from the date of acceptance of the purchase order by the user. The contract may be a fixed-term or a tacit agreement one with a minimum term of commitment. At the end of the fixed term contract, the contract is terminated automatically without any formality being required. On the contrary, under a tacit agreement, the contract will be renewed on each anniversary date of the contract, unless termination by registered mail at least three months before the deadline. As attested by date on postmark.

SECTION 7: PRICES

By virtue hereof, the user will pay Vigilion an amount depending on the services selected when ordering. The detail and setting of this price will be included in the purchase order, communicated to the user. Unless otherwise specified, payment is expected within 30 days after the user has received the invoice. Upon failure to make complete payment on the due date, after a formal notice that has remained without response, the Service may be suspended and/or discontinued without indemnities. A flat-rate indemnity for recovery costs (40 pounds) will automatically be applicable in case of delay in payment for the commercial transactions, as well as the automatic application of late payment penalties equal to 25% of the annual price on the day following the due date. No discount shall be accepted in the event of a premature payment. The price of services may be revised on the anniversary of the contract.

SECTION 8: LIABILITY

Vigilion shall continuously ensure the proper use of the platform and is empowered, as necessary, temporarily or not, to suspend the access to the service, without prior notice, in the event of an improper use of the service. The following, in particular, are considered improper use: Any attempt at unlawful access, hacking, corruption of data, accounts and/or systems; in the presence of an unusually high or intensive message flow which causes or may cause a congestion or a dysfunction of Vigilion’s infrastructures; any use of Vigilion’s infrastructures whatsoever, which, by its existence, causes or may cause an inconvenience for the other users of the service. The Parties could not be held responsible if an unpredictable, irresistible and extraneous event prevents fulfilling the contract or any obligation emanating from these conditions (Case of Force Majeure). The Force Majeure suspends the fulfilment of their respective obligations for the Parties, except obligations relating to confidentiality and guarantee for respect of intellectual property rights. The Party asserting a case of Force Majeure commits himself to notify it by registered mail with acknowledgment of receipt to the other party. Insofar as the case of Force Majeure would still exist within more than 30 days from the notification to the other party, this contract would automatically be terminated without any compensation being due by either of the Parties.

Vigilion cannot be held liable for any indirect damage that may in particular result from the interception of a false positive, the impossibility to access an email or the use of every mechanism, system, program or object referred by the Service, including any damages associated to loss of profits, loss of opportunities, commercial disruption. The term indirect damage means damages which do not result exclusively and directly from the shortcoming of Vigilion Secure Cloud’s service.

Vigilion cannot be held liable in the event of an improper use by the User of the Vigilion Secure Cloud Service. Vigilion is only subject to a best efforts obligation. In the event whereby Vigilion’s liability were to be acknowledged, the amount of the indemnity would be limited to the reimbursement of the service provisions paid.

SECTION 9: MODIFICATION AND TERMINATION OF THE SERVICES

Vigilion is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Vigilion Services which Vigilion provides may change from time to time without prior notice to you. Changes to the form and nature of the Vigilion Services will be effective with respect to all versions of the Vigilion Services; examples of changes to the form and nature of the Vigilion Services include without limitation changes to fee and payment policies, security patches, added functionality, and other enhancements.

You may terminate these Terms at any time by canceling your account on the Vigilion Services. You will not receive any refunds if you cancel your account.

You agree that Vigilion, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the Vigilion Services may be without prior notice, and you agree that Vigilion will not be liable to you or any third party for such termination.

Upon any termination of the Vigilion Services or your account these Terms will also terminate, but Sections TODO shall continue to be effective after these Terms are terminated.

SECTION 10: CONFIDENTIALITY

Vigilion guarantees the confidentiality of information (hereinafter called "Confidential Information"), whatever its nature, written or verbal, which is known in the context of these conditions and undertakes not to share it with other people than those who are entitled to know such information by virtue hereof. Vigilion commits itself to use Confidential Information only to perform its obligations referred to herein.

This privacy commitment does not apply to information:

  • which had fallen into the public domain prior to the date of disclosure or communication, or which will fall into the public domain after the disclosure and/or communication without the cause being attributable to the other party,
  • for which it can be shown that it is already known by the other party prior to its communication,
  • which would have been developed independently from the other Party, which would have been received by a third party in a lawful way, without breaching the contract,
  • the disclosure of which would be required by the law, applicable regulation or a notification of a court decision.

SECTION 11: PERSONAL DATA

As part of the accomplishment of the Service and the protection of its infrastructure, the User allows Vigilion to: Receive, transfer, store, analyse, and report its incoming e-mails and files for the issuance of the Service. Vigilion ensures that access to the contents of emails in transit on its systems is treated as a strictly confidential information to which access is prohibited to any person who would not be part of the technical team providing this service, except in the conditions strictly defined by the law.

Vigilion is implementing the necessary measures to ensure this confidentiality as it is customary to do so in the profession, but cannot be held liable for any failure, beyond its control, particularly in cases of ill-intent or a deliberate attack of its computer systems by third parties. Vigilion informs the User that the collected data is not subject to interconnection of files and that it undertakes not to communicate any of the collected data to third parties.

In accordance with the Data Protection Act 1998 (DPA), the User is granted the right of access, rectification and objection to his personal data, collected during the registration or the use of this service.

These rights may be exercised by contacting Vigilion at the following address: Vigilion, 94 White Lion Street, London N1 9PF

SECTION 12: INTELLECTUAL PROPERTY RIGHTS

The User has a non-exclusive and non-transferable right of use of the dedicated Vigilion Secure Cloud platform for the duration of this contract.

The User undertakes, in particular, not to copy, reproduce, assign, translate, some or all of the programs set up on Vigilion Secure Cloud, which also includes the documentation. Vigilion informs the User that the trademark Vigilion and the trademarks of its by-products are registered. Nevertheless, Vigilion can occasionally grant the user the right to use its distinguishing features in consideration for a prior approval on each publication project. Any breach of this Section, will result in the automatic termination of this contract, without notice, and may incur the User’s criminal liability.

SECTION 13: GENERAL PROVISIONS SECTION

SECTION 13.1 – APPLICABLE LAW - SETTLEMENT OF DISPUTES

This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the English courts.

SECTION 13.2: DIVISIBILITY

In the case whereby any clause of this agreement would be declared invalid or unenforceable, such clause will be separated, and the remaining parts of the Contract will remain in force and shall be effective.

SECTION 13.3: NON WAIVER

The fact that one of the Parties grants an exemption to the other and/or does not sanction the non- fulfilment of any or several obligations by the other Party under this contract, shall not constitute a waiver to the right for the former to exercise all its rights in the event of a subsequent breach or delay by the other Party.

SECTION 13.4: ASSIGNMENT

Neither party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the entirety of its rights and obligations under these Terms, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party's sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of your use of the Vigilion Services upon written notice to the assigning party.

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