These Terms and Conditions is using the following phrases, expressions as defined herein:
Authorised User: a contact center agent working on behalf of the Customer, making and/or receiving Contact Center calls, emails and chat sessions
Base Service Fee: the minimum monthly fee due for use of the service, as defined in the Service Order Form
Charging Month: a charging period, usually Calendar Month, for the purposes of calculating charges
for the Service
Cloud Services: a collection of software services provided by one or more software Product(s) developed and offered by Geomant via its cloud provider partners
Contact Center: the business unit operated by, or on behalf of the Customer, where inbound calls, emails or webchat sessions are directed and originated to/from the End Users
Customer: the entity registering with Geomant to use Geomant Cloud Services to operate its contact center
Customer Data: proprietary information and data that the Customer processes through the offered Services, including without limitation, names, phone numbers and other End User details.
Documentation: Geomant Cloud Services user guides, training materials provided to the Customer electronically or physically
End User: the person wanting to contact the Customer with a business case – an end customer, sales enquiry or other party – and thus reaching and utilising the Services via the contact center
End User Data: the personal data of the individuals who reaches the Customer’s Contact Center, including, but not limited to their name and telephone number
Geomant: one of the Geomant corporate entities selling the Cloud Services to the Customer or Reseller, listed in the Registered Offices section.
Reseller: the intermediate organization purchasing Geomant Cloud Services and reselling to Customer
Service Order Form: a quotation or other document provided by Geomant and signed by the Customer that specifies the parties to the Agreement, the Geomant Cloud Service to be consumed, its licenses, the fees applicable, and the term of the Agreement.
This Agreement commences on the date that Customer signs a Service Order Form for consuming Geomant Cloud Services. The Service Order Form defines the parties to this Agreement, the purchased services, licenses, the fee applicable, the term of this Agreement, and the notice period for termination.
The Agreement will automatically renew for the same term, unless notice of termination is provided by either the Customer, Reseller or Geomant to the other party or parties within the notice period specified on the Service Order Form.
Renewal may be subject to price increases within the thresholds detailed on the Service Order Form.
Either party may terminate rights granted under a particular Service Order Form if the other breaches any material term of the Service Order Form (including a material term of this Agreement insofar as it applies to the Service Order Form) and the breach is not cured within 30 days of written notice. Customer or Reseller’s non-payment of valid invoice shall be considered a material breach.
Confidentiality and Data Protection terms of this Agreement continues after its termination.
If Geomant terminates a Service Order Form under this Agreement because of non-payment by Customer or Reseller, all unpaid fees for the remainder of the Subscription Term immediately fall due for payment.
Geomant may terminate the agreement at its sole discretion if the Customer or Reseller enters into any bankruptcy, insolvency, receivership or winding up proceeding is commenced. Should this apply to Reseller, Buzzeasy may at its discretion offer a direct agreement to Customer.
The Service provided to Customer is non-exclusive, non-transferable and for the Customer’s Contact Center only.
Where the Service is provided through a Reseller, Geomant will not have a direct commercial relationship with Customer and it is the Reseller’s responsibility to ensure Customer adheres to its obligations as defined in the Service Order Form and this Agreement.
Geomant provides security and fraud prevention services to allow the Customer to control the Services purchased, however it is the Customer’s responsibility to ensure that only legitimate communication are exchanged with their End Users and that the content, format and frequency of these do not violate any EU and local laws.
Customer will be responsible for custody and use of all assigned Geomant Cloud Service login credentials.
Customer will use reasonable efforts to prevent unauthorised access to or use of the Services and notify Geomant immediately by telephone and confirm by email any unauthorised access and use reasonable efforts to immediately stop any such unauthorised access.
Geomant solely owns the intellectual property in the Service (except for third party components) and the service Documentation. While a valid, current Agreement to use the Service is maintained, Customer shall have a non-exclusive, non-transferable right to use the Service for Customer’s lawful business purposes.
The Service is wholly or partly located on servers that are controlled by Geomant. Customer may access the Service but has no right to receive a copy of the source code, database definitions, or any other information propriety to Geomant in the provision of the Service.
The Service may partly be located on servers that are controlled by Customer or Reseller. In such cases Customer may access the Service but has no right to receive a copy of the source code, database definitions, or any other information propriety to Geomant in the provision of the Service.
Working patterns of the Geomant Cloud Services are pending patent and no Documentation or any technological solution are to be communicated to any third party without the written permission of Geomant.
Geomant regularly upgrades and updates the Service. This means that the Service is continually evolving. Some of these changes will occur automatically, while others may require Customer or Reseller to schedule and implement changes.
Geomant have a maintenance schedule daily at 05:45 UTC / 23:45 CST for 15 minutes. During this time, Services are still operational however redundancy options might be activated – e.g. application services failing over to secondary/standby compute resources that might require Customer action within this window.
There is also a longer monthly maintenance schedule on the first Sunday of the month for up to one hour. During this time, Services are still operational however redundancy options might be activated – e.g. application services failing over to secondary/standby compute resources that might require Customer action within this window.
There will be times that maintenance windows require the pausing of one or more of the Services purchased. Geomant will take every effort to minimise this period of time, and with the exceptions of emergency maintenance (see below), will provide at least one week’s notice of such an event, to the notification email provided on the Service Order Form.
There are times when emergency maintenance is required to resolve an operational issue. These Cloud Services are provided to multiple customers, therefore Geomant will at their discretion, determine the timing of the window considering the varied needs of the customer community.
Customer or Reseller may not:
Customer or Reseller agrees to pay the following for the use of the service: Base Service Fee
The Base Service Fee is defined on the Service Order Form and provides a specified number of licenses to designated Services.
Where applicable, billing will be subject to Sales Tax or VAT at the prevailing rate, and other local taxes as may apply.
All invoicing provided by Geomant to the Customer or Reseller shall be produced in accordance with the agreed Service Order Form. The invoice shall be deemed to be correct and properly due unless, acting reasonably and in good faith, the Customer or Reseller disputes the invoice or parts thereof within 14 days of the invoice date. If the Customer or Reseller does not dispute any aspect of the invoice within this period, the invoice shall be deemed due for payment 14 days from submission, or as otherwise stated on the Service Order Form.
Where a disconnection of Service has occurred as a result of a Customer or Reseller’s breach of the payment terms, a reinstatement/reconnection Fee of $300 USD / £195 GBP will be applied to the Customer or Reseller account. The Customer or Reseller shall be required to pay in full the reconnection Fee in addition to full payment of all properly due amounts on the Customer or Reseller account, prior to access or reconnection to the Customer’s Service being granted.
Geomant only processes data that is provided by the Customer, or that is collected by Geomant at Customer’s request. Customer warrants that any supplied such data will not violate any third party's rights or any law.
Customer and/or Reseller are responsible for ensuring adherence to local, federal and EU data protection laws and regulations.
The Customer represents that it has the lawful right to submit End User Data and agrees not to submit any information unless legally entitled to do so. Collection of phone numbers, email addresses and other personal information from End Users should be done under clear terms – examples of which can be obtained from Geomant. All End User Data and other confidential information submitted to Geomant must be done so securely and at a minimum be password protected.
Additionally, by providing End User and or Customer Data to Geomant, Customer or Reseller warrants that it has permission for Geomant to reach the End User and/or the Customer using the contact points (phone number, email address, chat handle, etc).
By using the Services, Customer consents to the data transferred to the Services to be stored in our secure databases in data center(s) located within the boundaries of the EU and accept the following terms and conditions, without limitation or qualification.
The EU’s GDPR draws a distinction between a ‘data controller’ and a ‘data processor’. In the case of Geomant Cloud Services, Customer is the ‘data controller’ and maintains all responsibilities of a ‘data controller’ as defined in the GDPR, whilst Geomant is a ‘data processor’ and maintains all responsibilities of a ‘data processor’.
While using the Services, Geomant is provided with information about End Users (End User Data).
Geomant will securely process and store End User Data for the time frame requested by the Customer or until the Agreement expires, and only use it to initiate and record contact sessions made between the Contact Center and the End User, to provide statistical information to the Customer on using the Services, for Geomant to monitor the health of Services, and to identify any issues and provide rectification to the Services.
Geomant may pass aggregated, and anonymized usage information to third parties but this will not include information that can be used to identify either the Customer or any End Users.
Geomant will cooperate with any legitimate and legal request from a law enforcement organization ordering access to Customer or End User Data.
Geomant will not sell or share identifiable information of Customer’s use of the system nor that of the End Users.
Customer and End User Data accumulating in Geomant Cloud Services are stored in a secure data environment, operated by a specialist third party data center.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICE IS PROVIDED WITH NO OTHER WARRANTIES OF ANY KIND, AND GEOMANT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. GEOMANT DOES NOT WARRANT THAT THE USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
EXCEPT AS REQUIRED TO PROVIDE THE SERVICE OR AS REQUIRED BY LAW, GEOMANT DOES NOT MONITOR THE CONTENT OF CUSTOMER AND END USER DATA. TO THIS EXTENT ALL RESPONSIBILITY AND LIABILITY IN RELATION TO THE CONTENT TRANSMITTED, RETAINED OR USED IN CONJUNCTION WITH OR ON THE SERVICE RESIDES SOLELY WITH THE CUSTOMER.
Subject to the previous clauses, but notwithstanding anything else in this Agreement, the Customer or Reseller’s sole and exclusive remedy and Geomant’s sole liability for unavailability, delay in provision or unsatisfactory performance of the Service shall be Service Credits as defined within Annex A of this agreement.
NEITHER PARTY SHALL BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST OR CORRUPTED DATA, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY), OR ANY OTHER SIMILAR DAMAGES UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY), EVEN IF THE OTHER PARTY HAS BEEN INFORMED OF THIS POSSIBILITY. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR THE SELECTION OF THE SERVICE, SETUP AND TESTING NECESSARY TO ACHIEVE CUSTOMER’S INTENDED RESULTS, AND FOR THE USE AND RESULTS OF THE SERVICES. EACH PARTY’S TOTAL LIABILITY FOR ANY DIRECT LOSS, COST, CLAIM OR DAMAGES OF ANY KIND SHALL NOT EXCEED THE AMOUNT OF THE FEES PAID OR PAYABLE BY CUSTOMER OR RESELLER TO GEOMANT UNDER SUCH RELEVANT SERVICE ORDER FORM DURING THE 24 MONTHS BEFORE THE EVENT GIVING RISE TO SUCH LOSS, COST, CLAIM OR DAMAGES. THIS LIMITATION ON LIABILITY WAS AND IS AN EXPRESS PART OF THE BARGAIN BETWEEN GEOMANT AND CUSTOMER OR RESELLER AND WAS A CONTROLLING FACTOR IN THE SETTING OF THE FEES PAYABLE TO GEOMANT. HOWEVER, THERE IS NO LIMITATION ON DIRECT LOSS, CLAIM OR DAMAGES ARISING AS A RESULT OF AN INFRINGEMENT OF GEOMANT’S INTELLECTUAL PROPERTY RIGHTS.
Notwithstanding anything herein to the contrary, neither Party shall be liable for any delay or failure in performance of any of its obligations under this Agreement (other than payment obligations for Services) to the extent that such delay or failure is attributable to a Force Majeure Event, and the Service Term of any Service rendered unavailable by the Force Majeure Event shall be extended by the time that the Service is rendered unavailable.
These Terms and Conditions and any disputes arising from or in connection with them shall be governed by the laws of England & Wales, or Hungary or Romania depending on which Geomant entity signs it and the parties submit to the exclusive jurisdiction of the English, Hungarian or Romanian Courts.
The Customer or Reseller hereby undertakes, as a condition of use of the Geomant Cloud Services, to indemnify Geomant against any loss or damage suffered by Geomant as a result of any breach by Customer or End Users of any of these Terms of Conditions.
This Agreement together with the Service Order Form represent the entire agreement of the parties, and supersede any prior or current understandings, whether written or oral. If there is a conflict between the Agreement and a Service Order Form, the Service Order Form will prevail.
If any provision of this Agreement is held by a court or any governmental agency or authority to be invalid, void or unenforceable, the remainder of the Agreement shall, to the extent possible, remain legal, valid and enforceable.
Geomant may assign this Agreement in whole or in part at any time without notice. In such an instance, all obligations will be assigned.
Customer or Reseller must not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of Geomant. Geomant may not unreasonably withhold such consent in the case of an assignment by Customer or Reseller of its rights and obligations to an entity that has acquired all, or substantially all of Customer or Reseller’s assets, or to an assignment that is part of a genuine corporate restructure.
Any assignment in breach of this Section is void.
Customer or Reseller must indemnify and hold harmless Geomant, its affiliates, directors, and employees from any damages finally awarded against Geomant (including, without limitation, reasonable costs and legal fees incurred by Customer) arising out of any third party suit, claim or other legal action (including but not limited to any DPA or FTC or other governmental investigations, complaints and actions) in connection with the Customer and/or End User Data.
Geomant Cloud Services are offered by the following Geomant corporate entities, one of which signs the Service Order Form:
All notices provided under this Agreement, by the Customer or Reseller to Geomant, shall be in writing and shall be delivered by hand or by prepaid recorded or registered post or by electronic transmission if immediately confirmed by prepaid recorded or registered post. Notice shall be deemed to have been served immediately if delivered by hand or 48 hours after such posting or such transmission.
Posted communications are to be sent to the registered address above, marked ‘FAO: Company Director’.
All notices provided under this Agreement, by Geomant to the Customer or Reseller, shall be in writing and shall be delivered by hand or by prepaid recorded or registered post or by electronic transmission if immediately confirmed by prepaid recorded or registered post. Notice shall be deemed to have been served immediately if delivered by hand or 48 hours after such posting or such transmission.
Posted and email communications are to be sent to the Customer or Reseller address on the Service Order Form.
Geomant may list Customer as a customer and use Customer’s name and logo on Geomant’s website, on publicly available customer lists, and in media releases.