Terms and conditions – April 2022

The following Standard Terms and Conditions (hereinafter: the “Terms and Conditions”) govern the provision of services (hereinafter: the “Services”) as set forth in the applicable order or request (each an “Order”) and certain equipment (hereinafter: the “Equipment”), which includes the use of any and all licenses granted to your company (hereinafter: the “Customer”) relevant to the use of the Services by:

a. where the Customer is based in the United Kingdom: BCS Global Networks Limited; New Era Education Limited
b. where the Customer is based in Canada: BCS Global Networks Inc.; New Era Technology VCD, CA Inc
c. where the Customer is based in the US or rest of world: Video Guidance.com, Incorporated

each acting on its own behalf and/or on behalf of any of its affiliates or subsidiaries, collectively doing business as (“New Era Technology” or “New Era”)

Any Order by the Customer to purchase the equipment and/or Services constitutes an offer to enter into an agreement incorporating these Terms and Conditions. All Orders are accepted by New Era on these Terms and Conditions and on no others. These Terms and Conditions, which supersede any earlier sets of conditions issued as published by New Era, override and exclude any other terms and conditions stipulated or referred to by the Customer and any course of dealing established between New Era and the Customer.

The Order shall only be deemed to be accepted when New Era issues written acceptance of the Order, on which date an agreement consisting of these Terms and Conditions and the Order shall come into existence (the “Agreement”). During the term of the Agreement, the Customer may purchase additional Services and/or Equipment.

By using the Services and receipt of the Equipment, the Customer agrees to be bound by these Terms and Conditions to the exclusion of any terms agreed on previously. Should the Customer not unconditionally agree to all of the Terms and Conditions herein, then Customer shall not use (and has no right to use) the Services and/or any Equipment. Any subsequent Purchase Order issued by the Customer under the Agreement shall only be issued for billing purposes and shall be governed by the Agreement, unless specified otherwise on the Sales Order Form (hereinafter: the “Order Form”).For greater clarity: any additional terms and conditions referenced in the Customer’s Purchase Order are hereby rejected by New Era and shall not legally bind New Era in any way for the duration of the Order term or for the duration of the Agreement, respectively.

1. Agreement for Services and Equipment– In consideration of the Customer’s payment of the fees in accordance with clause 5, New Era shall use commercially reasonable efforts to provide the Services,

2. Scope of Service – New Era provides the Service as described in more detail in the Order Form attached hereto, which forms part of the Agreement. Any subsequent Order relevant to the Services provided by the Customer to New Era will be governed by the Terms and Conditions stipulated herein. New Era does not guarantee any accessibility or performance levels, capacity and scalability needs of the Services, or of any data, that leaves the New Era Network and/or travels through or utilizes the public Internet. The Customer acknowledges that the public Internet is a public and un-secure domain and that New Era does not control or monitor the transfer of data, and does not accept responsibility for throughput, levels of performance, capacity, or scalability needs. For service level support terms and hours, please refer to the service level agreement (“Service Level Agreement”) terms referenced in the applicable Order Form. By signing these Terms and Conditions, the Customer hereby agrees to be bound by the terms of such Service Level Agreement.

3. Customer’s Equipment – The Customer ensures that its hardware, software, technical and operating environment (hereinafter: the “Environment”), or that of its customer(s), respectively, are compatible with the requirements set out by New Era for the access and use of the Services, in order to enable New Era to provide technical support for said Environment. Notwithstanding any New Era recommendations, New Era accepts no liability for the performance of such Environment where it is managed by the Customer.

4. Term – The term of the Agreement and any subsequent Order submitted by the Customer under the Agreement shall commence (a) on the date when the Services have been activated; or (b) as mutually agreed on between Parties and specified on the Order, and will continue for the period as specified on the Order (hereinafter: the “Initial Term”). For the purpose of the Agreement, ‘activation’ is deemed to have taken place when the Customer has been granted access to New Era’s network and thereby has been enabled to use the Services. UNLESS OTHERWISE EXPRESSLY AGREED PRIOR BETWEEN THE PARTIES, AFTER THE EXPIRATION OF THE INITIAL TERM, THE TERM WILL AUTOMATICALLY RENEW FOR SUCCESSIVE ONE (1) YEAR TERMS, EACH A “RENEWAL TERM”, ON THE SAME TERMS AND CONDITIONS AS APPLICABLE DURING THE CURRENT TERM UNLESS EITHER PARTY GIVES THE OTHER PARTY WRITTEN NOTICE OF AT LEAST SIXTY (60) DAYS PRIOR TO THE EXPIRY OF THE CURRENT TERM THAT IT DOES NOT WISH TO RENEW THE CONTRACT. Not less than 60 days before each renewal date of these Terms and Conditions, New Era will send the Customer a notification of the next 12 months rate and any changes thereof, which shall be uplifted in accordance with the percentage increase in the Retail Price Index (“RPI”) as published in December of the preceding year + 1%, unless otherwise agreed upon by the Parties. The Customer expressly acknowledges that its non-usage of the Services for whichever reason does not affect the Term or validity of the Agreement until the Customer has served New Era with Notice of Termination as specified in clause 11 below, and New Era has confirmed the effective date of the Customer’s termination. For greater clarity, in the event that the Customer elects to not use the Services, but fails to terminate the Agreement, or a subsequent Order, or any part thereof, accordingly, the Customer shall remain obligated to comply with its payment obligations as stipulated in clause 5 below.

5. Payment
a. The Customer shall pay New Era the fees for the Equipment and Services calculated in accordance with the fees set out on the Order Form. Additional ad-hoc charges, including, but not limited to, for pay-per-use-services such as long distance charges to and from sites not on the New Era Network, video ISDN inbound bridge port fees, applicable (re-)certification fees, decommissioning fees, and charges for any third party services provisioned by New Era on behalf of the Customer may apply.
b. New Era shall invoice the Customer on a monthly in advance basis for all Services to be incurred during the immediately following month at the rates specified in the Agreement or on an annual in advance basis for subscription and managed services. Equipment charges will be invoiced upon shipment of Equipment and New Era may charge for storage fees. Charges for installation of Services will be invoiced pursuant to the order form or on the service completion date.
c. All invoices shall be due and payable within thirty (30) days of the date of the invoice. Amounts invoiced but not paid by the Customer within the specified time period of thirty (30) days will be subject to a late payment charge equal to the greater of 8.0% above the Bank of England base rate from time to time or the highest amount allowable by law. Payment shall be made to New Era at the address and the currency identified on the Signature Page to the Order. New Era reserves the right to suspend the Service if an amount owing by the Customer to New Era is delinquent for more than sixty (60) days from the date of said invoice. In the event that the Customer fails to submit payment of said invoice forthwith, but in any event no later than within five (5) days from receipt of any demand for payment notice from New Era, Service will be discontinued.
d. The Customer shall pay all federal, state, and local taxes, surcharges, and fees (collectively, “Taxes”) incurred by New Era in connection with the sale and delivery of the Services and/or the use of the Services provided to the Customer and the amount of such Taxes shall be added to the Customer’s invoices.

6. Confidentiality
a. In these Terms and Conditions, “Confidential Information” means the confidential technical and business information, of each party including without limitation, information relating to inventions of software, research and development, future product specifications, engineering processes, network architecture, costs, profit or margin information, and marketing and business plans. “Confidential Information” does not include information which is or becomes publicly known otherwise than by reason of a breach of these Terms and Conditions or has been independently developed outside the scope of these Terms and Conditions.
b. Each party will use the other’s Confidential Information solely to fulfil its obligations under these Terms and Conditions. In the case of New Era, this includes the ability to monitor and record the Customer’s transmissions in order to detect fraud, illegal activity, check quality, and to operate, maintain and repair the Service. The Customer understands that the content of a voice or video conference passes through New Era’s multi-conference servers, but that none of the content is recorded, unless requested by the Customer or as may be required by law. Any request by the Customer to record conference content is subject to additional fees.
c. Neither party will disclose the other party’s Confidential Information except to: (a) employees, agents, contractors and Affiliates on a need-to-know basis, provided that such agents, contractors and Affiliates are not direct competitors of the disclosing party and agree in writing to use and disclosure restrictions as restrictive as those contained in this clause; or (b) to the extent required by law or requested by any governmental or regulatory authority, with prior advance written notice to the extent permitted by applicable law or regulation.
d. Upon termination of the Agreement New Era will, upon request by Customer, provide Customer with a file containing the Confidential Information relevant to the Agreement which has been provided by Customer. New Era shall have no obligation to maintain, or to provide to Customer, any such Confidential Information beyond sixty (60) days upon termination of the Agreement for whichever reason taking effect. Thereafter, unless legally prohibited, New Era shall be entitled to delete all of Customer’s Confidential Information in its possession or under its control.

7. Protection of Personal Data
Customer Obligations:
a. In the event that New Era is required to release Personal Data relevant to it or its associates to the Customer, or to the Customer’s customer, respectively, in order to comply with the Customer’s or Customer’s customer(s)’ system access security requirements, the Customer shall, or shall ensure that its customer(s), at all times comply with any applicable data protection and data privacy legislation, and any mandatory regulations and/or bylaw made under or separate to such act (the “Legislation”) as well as with the requirements as directed by New Era relevant to such Personal Data.
b. The Customer shall not store, copy, retransmit or use any Personal Data except for the purpose of the satisfaction of the Agreement and/or any subsequent Order. The Customer undertakes to ensure that appropriate technical and organisational measures are in place at the time of execution of the Agreement, its purpose being the prevention of unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to Personal Data. The Customer undertakes to implement and maintain a data protection policy in respect of the Personal Data in accordance with the Legislation. The Customer further undertakes to ensure the compliance with such data protection policy by its employees, agents and subcontractors at all times.
c. The Customer shall provide a copy of its data protection policy relating to the protection of personal data to New Era and when said policy has been updated by Customer, and Customer shall revise and update, upon New Era’s request, its technical and organizational measures in order to comply with New Era’s current security policy.
d. The Customer undertakes to inform New Era promptly in the event of any breach of the security policy which comes to its attention, and to provide New Era with the Customer’s proposals to remedy the breach. The Customer undertakes to inform New Era promptly in the event of any unauthorised or unlawful processing of Personal Data and in the event of any accidental loss, destruction or damage to the Personal Data and to provide New Era with the Customer´s proposals to remedy the unauthorised or accidental event.

Processing of Personal Data:
e. Where New Era will be processing Personal Data subject to the regional privacy laws, for example EU GDPR, UK GDPR, US HIPAA/HITECH or Canada PIPEDA as a Data Processor on behalf of the Customer in the course of performance of its obligations under these Terms and Conditions, the parties shall enter into New Era’s standard data processing agreement (the “DPA”) in respect of such processing of Personal Data by New Era.
f. In relation to the performance of its obligations under these Terms and Conditions, each party shall comply with the provisions imposed on them by any DPA entered into between the parties. Where there is any conflict between the provisions of these Terms and Conditions and any such DPA, the provisions of the DPA shall prevail to the extent of any such inconsistency.
g. In this clause 7, the terms “Data Processor”, “EU Data Protection Law” and “Personal Data” shall have the meaning given to such terms in the DPA.

8. Ownership, Licenses, Customer Data – New Era owns and shall retain all rights in the Services (including all New Era-controlled infrastructures), New Era’s trademarks and service marks, and all modifications to any of the foregoing and all related intellectual property rights. The Customer grants New Era (and, where applicable, its third party contributors) during the term of the Agreement a non-exclusive, royalty-free, sub-licensable, license to use, reproduce, modify, publicly perform, publicly display and distribute the Customer Data for purposes of providing the Services hereunder. In addition, New Era shall have the right, but not the obligation, to retain copies of the Customer Data for legal compliance purposes.

9. Prohibited Behaviour – Subject to these Terms and Conditions, the Customer shall have the right to use the Service for any lawful purpose in furtherance of the Customer’s internal business operations, provided the Customer shall not, without the prior written consent of New Era, directly or indirectly resell or transfer all or any part of the Service to any other party. The Customer agrees that it will not use Service(s) for any purpose other than that for which it is intended or in violation of any law or regulation. While using the Services, the Customer shall not, and, to the extent applicable, shall ensure that its customer(s) does/do not, engage in, solicit, or promote any activity that is illegal, violates the rights of others, or could subject New Era to liability to third parties, including: (i) unauthorized access, monitoring, interference with, or use of New Era’s or third party contributor accounts, data, computers, systems or networks, including the introduction of viruses or similar harmful code; (ii) infringement, misappropriation or other violation of any patent, trademark, copyright or other intellectual property or proprietary right owned by New Era or by a third party contributor to the Services; (iii) any activity that places New Era in the position of fostering, or having liability for, illegal activity conducted by the Customer, or its customer(s) in any jurisdiction while using the Services; (iv) any activity that violates the acceptable use policy or similar set of terms of any third party service providers for third party services that have been made available to the Customer; or (v) attempting to probe, scan, penetrate or test the vulnerability of any New Era system or network or to breach New Era’s security or authentication measures, whether by passive or intrusive techniques. New Era reserves the right to restrict, suspend or discontinue immediately the provision of the Services to the Customer if New Era believes in good faith that the Customer, or its customer(s), respectively, or a user authorized by the Customer, or its customer(s) to use the Services engages in any of the foregoing activities.

10. Security – The Customer shall take all reasonable security precautions in connection with its use of the Services, or shall ensure that its customer(s) comply with this requirement accordingly. The Customer and/or its customer(s) respectively shall protect the confidentiality of all usernames, passwords, and other information it uses to access the Services and shall change its passwords if required throughout the term. To the extent applicable, in the event that the Customer Application, or Customer’s Customer Application, respectively, is hacked into or otherwise accessed by a third party without authorization of the Customer, or the Customer’s customer(s) respectively, then New Era may take the Customer Application, or the customer’s Customer Application, respectively, offline until New Era determines that the intrusion is finally resolved.

11. Termination
a. Either party may, at its discretion, terminate the Service by written notice in the event the other party is in breach of these Terms and Conditions and is not able to remedy such a breach via the Dispute Resolution process or adjudged bankrupt, or an administrator or a receiver is appointed on account of its insolvency.

Dispute Resolution
(b) Any dispute which may arise between the parties concerning this agreement shall be determined as provided in this clause 11.
(c) For the purpose of this clause 11, a dispute shall be deemed to have arisen when one party serves on the other a notice in writing stating the nature of the dispute.
(d) Unless this agreement has already been terminated by the date of the notice of dispute, New Era shall, in every case, continue to provide the Service with all due diligence regardless of the nature of the dispute and the Customer shall continue to make payments (excluding any disputed sums) in accordance with clause 5.
(e) After service of the notice of dispute, the following procedure shall be followed by the parties (all periods specified in this clause 11 shall be extendable by mutual agreement):
ii. within two days, a New Era Representative and the Customer Representative shall meet to attempt to settle the dispute;
iii. if they are unable to reach a settlement within seven days from the date of service of the notice, the managing directors of each of the parties shall meet within the following seven days to attempt to settle the dispute; and
iv. if no settlement results from the meeting specified in clause 11(e)(ii), for the following 28 days the parties shall attempt to settle the dispute by mediation by an independent mediator, with costs to be shared equally between the parties.
(f) If no settlement is reached under clause 11:
i. if the dispute is of a technical nature concerning the interpretation of a Technical Specification or any similar or related matter then such dispute shall be referred for arbitration. The arbitrator’s decision shall (in the absence of clerical or manifest error) be final and binding on the parties and his fees for so acting shall be borne by the parties in equal shares unless he determines that the conduct of either party is such that such party should bear all of such fees;
ii. in the case of a dispute over purely legal issues, or where disposition of the legal issues would dispose of all other issues in dispute, the matter shall be brought before a court of the relevant Governing law as per clause 28 as soon as possible, and the parties agree to co-operate in the speedy conduct of such legal proceedings; and
iii. in any other case, the dispute shall be determined by a court of the relevant Governing law as per clause 28 and the parties submit to the exclusive jurisdiction of such court for such purposes.

12. Customer Indemnity – The Customer will indemnify and hold the New Era, its affiliates and their respective officers and employees (“New Era Group”) harmless against any and all damages, liabilities, costs and expenses, including legal fees, suffered or incurred by New Era Group relating to:
a. the Customer’s unlawful or improper use of the Service, New Era’s equipment or the Customer’s equipment;
b. the Customer’s failure to comply with these Terms and Conditions;
c. property damage, personal injury or death claims caused by the Customer’s acts or omissions, or arising from the Customer’s use of the Service; and/or
d. the Customer’s or its users’ content transmitted through the Service, and such indemnifications shall extend to the actions of any individual who accesses the Service through the Customer’s account(s).

13. Indemnity – Each party to the Agreement shall defend, indemnify and hold harmless the other party for all damages and expenses (including reasonable attorneys’ fees) the other party may incur as a result of third party claims, to the extent such claims arise from the negligent acts or omissions of the indemnifying party, provided the party seeking indemnification promptly notifies the other party in writing of any such third party claim. The indemnifying party shall have sole control of the defense of such claim.

14. Warranties
a. Professional Services- New Era warrants that it will perform the Professional Services in a professional and business-like manner, and in accordance with accepted industry standards. In providing the Professional Services, New Era will use diligent efforts to meet any service objectives specified in the applicable Order Form.
b. New Era further warrants that the Services do not infringe on the intellectual property rights of any third party.
c. New Era warrants that it has the right, power and authority to enter into the Agreement and provide the Services under the terms hereunder.

15. Disclaimer of NEW ERA’s Warranties – EXCEPT AS EXPRESSLY SPECIFIED OTHERWISE IN CLAUSE 17 OF THESE TERMS AND CONDITIONS, ALL SERVICES ARE PROVIDED “AS IS” AND NEW ERA (FOR ITSELF, AND FOR ITS THIRD PARTY CONTRIBUTOR(S)) DISCLAIMS ANY AND ALL OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NEITHER NEW ERA (NOR ANY OF ITS THIRD PARTY CONTRIBUTOR(S)) WARRANTS OR REPRESENTS THAT THE SERVICES WILL MEET THE CUSTOMER’S CAPACITY, PERFORMANCE AND SCALABILITY NEEDS, BE UNINTERRUPTED, ERROR-FREE, OR SECURE, AND THAT ALL DEFECTS WILL BE CORRECTED. THE CUSTOMER ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN DATA TRANSFER OVER THE INTERNET THAT COULD RESULT IN THE LOSS OR COMPROMISE OF THE CUSTOMER’S PRIVACY, DATA, CONFIDENTIAL INFORMATION, AND PROPERTY.NO ADVICE OR INFORMATION GIVEN BY NEW ERA’S EMPLOYEES, AGENTS OR CONTRACTORS SHALL CREATE A WARRANTY.

16. Liability of NEW ERA
a. NOTHING IN THE AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR:
i. ANY LIABILITY WHICH CANNOT LEGALLY BE LIMITED;
ii. DEATH OR PERSONAL INJURY ARISING FROM ITS NEGLIGENCE; AND
iii. FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
b. IN NO EVENT SHALL NEW ERA, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, AGENTS, OR THIRD PARTY CONTRIBUTOR(S), BE LIABLE UNDER ANY THEORY OF LAW (INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, AND INFRINGEMENT) FOR:
i. LOSS OF USE, DATA, OR PROFITS, OR BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (HOWEVER CAUSED AND UNDER ANY THEORY OF LAW INCLUDING BREACH OF CONTRACT, STATUTE, TORT, STRICT LIABILITY, AND INFRINGEMENT), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR
ii. ANY AMOUNTS IN EXCESS, IN THE AGGREGATE, OF THE FEES ACTUALLY RECEIVED BY NEW ERA FROM THE CUSTOMER IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE FIRST OCCURRENCE OF AN EVENT GIVING RISE TO A CLAIM. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT.
c. THE CUSTOMER ACKNOWLEDGES THAT EACH OF THE FOREGOING LIMITATIONS OF LIABILITY ARE AN ESSENTIAL PART OF THE AGREEMENT AND THAT ABSENT SUCH LIMITATIONS NEW ERA WOULD NOT PROVIDE THE SERVICES TO THE CUSTOMER OR ENTER INTO THE AGREEMENT.
d. THE CUSTOMER ACKNOWLEDGES THAT THE SERVICES DO NOT INCLUDE DATA BACKUP OR DATA STORAGE SERVICES, THE CUSTOMER HEREBY RELEASES NEW ERA AND ITS THIRD PARTY CONTRIBUTOR(S) FROM ANY LIABILITY FOR LOSS OF DATA.

17. Default: Remedies
a. New Era Default and Customer Remedies – In the event New Era is in default of a material term or obligation of the Agreement or document referred to herein, the Customer will give New Era written notice of default, setting forth the nature of the default. New Era will have thirty (30) days following receipt of the Customer’s notice to cure such failure or to take reasonable steps to cure such failure if such failure cannot reasonably be cured within such thirty (30) day period. In the event of the failure of New Era to cure such failure or to take reasonable steps set forth above, the Agreement and/or the applicable Order, at the Customer’s option and upon written notice to New Era, will terminate and all obligations of the Customer to make payments to New Era for Services not yet performed will cease upon delivery of written notice to New Era by the Customer. Upon the Customer’s termination, New Era will refund the Customer the amounts for any unused portion of any pre-paid fees proportionate with the remaining term of the Agreement. THIS CLAUSE17.a SETS FORTH THE CUSTOMER’S EXCLUSIVE REMEDY FOR ANY BREACH OF THE AGREEMENT BY NEW ERA.
b. Customer Default and New Era Remedies–The Customer will be in default under the Agreement in the event the Customer fails (a) to pay any amounts when due, and does not cure such breach within ten (10) business days of notice; or (b) to correct any failure in the performance and observance of any other material term or obligation of the Customer as set forth in the Agreement, and does not cure such breach within thirty (30) days of notice, except to the extent such default arises from acts or omissions of New Era. At the end of such 30 days, if such default remains uncured, New Era will have no further obligation to provide Services to the Customer and New Era may terminate the Agreement without any liability in respect of such termination. In addition, upon such termination for cause by New Era, New Era may retain as liquidated damages all payments previously received, and the Customer will remain obligated to pay to New Era all amounts then in default.

18. Third Party Services – Certain components of the Services are comprised of Third Party services, and New Era will perform its obligations hereunder through the respective providers of such Third Party services. For all Third Party services, the Customer agrees, or shall ensure that its customer(s), respectively, agree to the terms of use of Third Party software or Third Party services, and to other agreements or policies applicable thereto, including any modifications thereto, as mandated by the relevant Third Party provider as if entered into directly between the Customer, or its customer(s), respectively, and the Third Party provider. The Customer and its customer(s), respectively, shall be responsible for strict compliance with, and for any liability arising from, any violation of any such terms of use or service, or license or other agreements or policies, which are available to the Customer through New Era or the Third Party service provider, respectively, upon request.

19. Recording of calls –New Era reserves the right to record inbound calls to our Customer Service Center (CSC) and/or our Help Desk personnel for service quality management and training purposes in accordance with New Era’s corporate policy, which is available to the Customer upon request. New Era’s Services are also subject to its Acceptable Use Policy, and any Personal Data will be used by New Era in accordance with its Privacy Policy, both of which are available to Customer upon request. The Customer, by executing the Agreement, (i) expressly acknowledges that New Era will be making recordings of such inbound calls; (ii) agrees to provide all notifications required by applicable laws in respect of such recordings and the activities to be undertaken with such recordings to its personnel and/or its customers’ personnel prior to any processing of such recordings by New Era (including, without limitation, New Era’s applicable Privacy Policy for this purpose (as available on request by the Customer)); and (iii) acknowledges that, to the extent permitted by applicable laws, the recordings may be accessed by New Era’s personnel where so required to satisfy New Era’s operational requirements and internal business affairs, or upon legitimate request to hand over such recordings to a governmental authority or regulatory body. In the event that the Customer does not wish to have said inbound calls be recorded, the Customer is required to end said inbound call and utilise an alternative communication method, such as email.

20. Force majeure – Either party shall not be liable for any delay or failure in performance of any part of the Agreement if such delay or failure arises from any cause beyond its reasonable control, including, but not limited to, acts of God, flood, fire, earthquake or other natural disaster, epidemic, pandemic, explosion, war, invasion, terrorism, riot or civil unrest, governmental action or restriction (including the denial or cancellation of any export, or import of licenses), labour disruption, shortage of supply, electrical, internet or telecommunication disruption, or requirements of any governmental authority. The obligations under the Agreement shall be suspended to the extent made necessary by such event of force majeure, provided that the party whose performances fails or is delayed shall give immediate notice to the other party of the event of force majeure and provided that the disabling effect of such event of force majeure shall be eliminated as soon as reasonably possible and to the extent reasonably. This clause shall not apply to the Customer’s obligation to make payment for Services rendered by New Era.

21. Assignment – The Agreement is not assignable by the Customer without New Era’s prior written consent and is between New Era and the Customer as principals; however, New Era reserves the right to assign the Agreement without the Customer’s consent, or to sub-contract all or any of their rights and obligations hereunder.

22. Entire Agreement – These Terms and Conditions, the documents referred to in the Order Form, all exhibits and other attachments constitute the entire agreement and understanding between the parties in respect of the matters dealt with in them and supersede, cancel and nullify any previous agreement between the parties in relation to such matters notwithstanding the terms of any previous agreement or arrangement expressed to survive termination.

23. No Waiver – No waiver of any right, obligation or default shall be implied, but must be in writing, signed by the party against whom the waiver is sought to be enforced. Any particular waiver of any right, obligation or default shall not be construed as a waiver of any right, subsequent or other right, obligations, or default. The remedies of either party provided herein shall be cumulative and not exclusive.

24. Relationship Between Parties – Each party hereto is an independent contractor under the Agreement, and no license, joint venture or partnership, express or implied, is granted pursuant to the Agreement. Neither party has the authority to bind the other party, or act for the other party, in any manner.

25. Non-Solicitation – Both Parties agree not to directly solicit for employment, hire or contract for the services of any of the other Party’s employees providing or managing the services hereunder, from the effective date of the Agreement until one (1) year after the completion and expiration of all items relating to the provision of the applicable Services.

26. Severability– The provisions of the Agreement are severable, and if any provision hereof is declared to be void by a court of competent jurisdiction, that provision shall be severed from the Agreement and the remaining provisions shall be effective as if the void term were not included herein.

27. Binding Effect -The Agreement is binding upon, and will inure to the benefit of, each of the parties and their respective successors and permitted assigns.

28. Governing law

a. Where the New Era contracting entity is BCS Global Networks Limited or New Era Education Limited, these Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of Slough, Berkshire, or the courts having proper jurisdiction, as the case may be, in England and Wales shall have the exclusive jurisdiction to settle any dispute or claim (including any non-contractual disputes or claims) that arises out of or in connection with these Terms and Conditions or its subject matter.
b. Where the New Era contracting entity is Video Guidance.com, Incorporated, these Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Minnesota, United States. The parties irrevocably agree that the courts of the city of Minneapolis, or the courts having proper jurisdiction in the State of Minnesota, as the case may be, in the United States shall have the exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms and Conditions or its subject matter.
c. Where the New Era contracting entity is BCS Global Networks Inc. or New Era Technology VCD, CA, Inc., these Terms and Conditions shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada. The parties irrevocably agree that the courts of the city of Toronto, Ontario, or the courts having proper jurisdiction in the Province of Ontario, as the case may be, in Canada shall have the exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms and Conditions or its subject matter.

29. Fair Use Policy

a. New Era does not place a limit on the amount of storage space available to each customer, however if a customer uses the storage facility to hold an excessive amount of data then the customer will be required to rectify the situation or a restriction may be placed on the customer or a charge made for the additional storage capacity.

b. Excessive use will be determined by New Era and is based on a measure of the average storage use by all customers plus reasonable margin.

c. Email communication, internal notification messages and mobile App messages stored within DB Primary, SchoolPing and Able+ will be held for a period of 2 years, after which time New Era will be free to delete them and it will no longer be possible for the Customer to access them.

30. Miscellaneous
a. Hardware and Software Charges- Invoice Schedule: Hardware and software orders exceeding $50,000.00 in value, including projects with or without installation services, require a 40% down payment which is due upon receipt of the initial invoice. The final invoice for the outstanding balance will be issued after the completion of the installation; or for equipment and software only orders, at the time the equipment has been received by the Customer. The final invoice shall be due and payable within thirty (30) days of the date of the invoice.

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