Thermeon Worldwide Limited (Thermeon)

Terms of Service

These general terms of service in conjunction with the Service Agreement Schedules, comprise the complete agreement between Thermeon Worldwide Limited and the Customer. Where any conflict arises between these terms and the service contract, it shall be the service contract that takes primacy.

Thermeon supplies a range of applications and services to its customers which are designed to assist the global vehicle rental industry. The Terms of Service set out here explain the basis upon which these services are supplied, our obligations to you our customer and your obligations to us and to other users of these services. These terms are binding upon you and on us from the time you commence using any services provided to you under the Thermeon brand and have been notified of the information contained here. If you do not wish to be bound by them, you must cease to use any and all of the services in accordance with the terms below covering termination of service use. Any previously agreed or implied terms and conditions or contractual arrangements that may have existed between the parties are herewith terminated.

Thermeon reserves the right to amend or modify these terms of service at any time and will make every effort to notify you of any such changes by email, by announcement on the company's main website, www.thermeon.com and / or by such other means as we think appropriate. It is highly likely that these terms will change over time and it is your responsibility to ensure that you read them thoroughly now, refer to them regularly in the future and keep you contact details up to date with Thermeon, to ensure that you are aware of and comply with all the terms herein.

You, your business and any employee or associate of your business to whom access has been granted to these services, by us or by you, is equally bound by them and each of you is deemed to have understood them and agreed to be bound by them.

Definitions:

Access
means access to Thermeon systems, Applications, Source Code or Data
Agreement
means these Terms of Service
Applications
means any software applications provided by Thermeon as part of its Services
Customer
means anyone using Thermeon services for business purposes or for the purposes of their employer's business
Data
means all information held digitally in Thermeon systems
Fees and Charges
means the tariff of charges agreed between the Customer and Thermeon prior to use of the Services by the Customer and is subject to change from time to time upon issuing appropriate notice to the Customer.
Services
means all the services provided by Thermeon to its Customers
Source Code
means the software whether as it is originally written by a human in plain text and more broadly including machine code and notations in graphical languages that may or may not have been compiled from the original text.
Thermeon
means Thermeon Worldwide Ltd, a limited liability registered in England No. 06285992 - Incorporated on 19 June 2007 together with its subsidiaries
Thermeon Website
means www.thermeon.com
Us
means You and Thermeon
You
means any business which is a Customer of Thermeon and any person employed by, associated with or contracted to any Customer or its affiliates

1. Payment of Fees and Charges:

You agree to pay invoices for Fees and Charges immediately upon receipt or in accordance with agreed and specified terms. Any queries must be raised immediately, that being within 14 days of the Invoice date, no item under query shall delay the payment of any undisputed portion of that Invoice nor any other invoice that is due for payment. Thermeon does not offer credit terms and does not render monthly statements as a matter of course. It is the Customer's responsibility to ensure that all invoices are paid on time and it is not the responsibility of Thermeon to ask for payment beyond the action of sending the invoices.

Monthly recurring charges are invoiced retrospectively to the month in which they arose. Charges for labour-based charges such as programming, training, consulting and any other items of expense are invoiced and payable immediately the work has been carried out or the goods and services supplied. Invoices for programming may be rendered part way through a large project, together with a schedule of work and are payable on normal terms, notwithstanding the fact that the proposed development is currently incomplete.

In the event that invoices are not paid when due and despite repeated requests for payment, remain unpaid, then Thermeon reserves the right to suspend or withdraw access to the Services, to pursue recovery using professional and/or legal actions which costs will be the responsibility of the Customer, to terminate this Agreement, and to charge interest on all unpaid invoices at the rate of 2% per month or part thereof compounded up to the date of final receipt.

2. Right to Use the Applications and Services:

The Customer is granted a conditional right to use the software Applications and Services strictly in accordance with these Terms of Service and no other right whatsoever. This right is non-exclusive and non-transferrable.

3. Access to Services and User Security:

The Customer is responsible for maintaining user security within its organisation. You are responsible for managing the access to the Services of any person employed by You or authorised by You at one time or another to access the Services and for the level of access and permissions which that person is granted. You are responsible for ensuring that user passwords are not shared between different persons, that they are kept strictly confidential, that they are sufficiently secure in their format, that they are changed when appropriate, that users are restricted according to your company policy and blocked from access when you deem it appropriate or when they leave your employment.

4. Third Party Rights and Obligations:

You may grant third parties rights to store and retrieve Data in Thermeon systems, with the prior written permission of Thermeon, for purposes agreed between your respective businesses and in so doing you acknowledge that they are granted those rights in accordance with these Terms of Service to which they are equally bound and that any dispute arising from their use of the Services is a matter between you and that third party. Thermeon may have rights against third parties under these Terms of Service but You have no rights against Thermeon in such circumstances including but not limited to the modification or deletion of Data.

5. Performance of Services and Data Security:

Thermeon undertakes to manage the maintenance, reliability and security of its systems using reasonable skill and care. Thermeon offers no guarantee that the Services will be uninterrupted or error free nor that your data will be safe from all possible risks. Thermeon intends the Services to be available to You 24 hours per day every day but there will be occasions when Thermeon needs to take aspects of the service off-line in order to perform upgrades or maintenance. Thermeon will give as much notice as possible of any such events and will take all reasonable efforts to ensure that the time offline is limited to the shortest possible for the task involved. Thermeon will maintain routine backups of all Data stored in its systems but You must maintain copies of all Data entered into Thermeon systems using these Services. Thermeon will provide recommendations and guidance, on appropriate reporting and filing regimes, to assist you in maintaining said data. In the event of a loss of Data Thermeon will make every reasonable effort to recover such Data as it can but expressly excludes any liability for any loss of Data, except where such loss arose as a direct result of neglect or misconduct on the part of Thermeon.

6. Advice Provided by Thermeon:

Thermeon may offer You advice on procedures and practices to assist You in running your business and on the use of the Services. Such advice is provided on the strict understanding that the Customer is ultimately and exclusively responsible for the way it chooses to run its own business and how it chooses to use the Services provided under this Agreement.

7. Support Services:

The goal of the support services provided by Thermeon is to provide timely, well-defined solutions to the Customer's issues. To achieve this it is important that the Customer's staff are properly trained and resourced within the business and supported internally by the most knowledgeable staff. It is also necessary for the Customer to submit a well-researched and documented issue and be able to offer clear, timely responses to the support team's questions. You should evaluate your issues carefully before submitting to support, make full use of all the reference material provided and be ready to replicate problems in order to assist the support team to do their job effectively. Except in emergencies, support is only provided during normal office hours, Monday to Friday for the team involved in either London, Sydney or California but access to support materials and resources is available 24/7.

8. Confidentiality:

This Agreement, all Data recorded under its Terms of Service, all correspondence between us in connection with this Agreement and or the business dealings and procedures of both of Us is deemed to be confidential. Each party agrees to make reasonable efforts to ensure that such confidentiality is maintained at all times and will make all reasonable efforts to ensure compliance of this obligation by it's own employees, contractors and affiliates. This obligation on each party shall survive any lawful termination of this Agreement indefinitely.

9. Intellectual Property:

Thermeon retains title to all rights in the Applications, Source Code, Services, documentation and literature as well as the Thermeon name and any products or services marketed under that or any other brand name belonging to Thermeon. The customers possession and agreed use of the Software, the Service and Documentation, and the provision of services by Thermeon under this agreement, will not infringe the Intellectual Property Rights of any third party.

10. Ownership of Data:

The Customer shall retain title in the Data recorded by You and to the Intellectual Property rights contained in that Data. You grant Thermeon rights to access and use that Data for the purposes of providing and improving the Services provided under this Agreement and Thermeon may copy, store, transmit, backup, report upon, produce statistics from, or do any other thing it needs to do with that Data solely in order to fulfil its obligations hereunder.

11. Minimum Term:

By making use of the Services you enter into an Agreement with Thermeon which has a minimum initial term of twelve months from the date of commencement. Continued use after the expiration of the initial term extends that term automatically by one month on a rolling month by month basis, so long as all obligations for payment by You have been maintained and Thermeon has not exercised its option to terminate the Agreement.

12. Termination:

Either party may terminate this Agreement by giving a minimum of three months’ notice. All Fees and Charges that would otherwise have been due from the Customer, had the Agreement not been terminated, shall remain due and payable in the normal manner up to the expiration of that notice period, whomsoever terminated the agreement. This agreement may be terminated for any material breach of the agreement save only that reasonable opportunity shall be provided to remedy any breach. In extreme circumstances Thermeon may terminate this Agreement immediately and remove access to the Data and Services. Examples of extreme circumstances include but are not limited to a continuing failure by the Customer to pay Fees and Charges despite repeated reminders to do so, the impending or actual insolvency of the Customer, the appointment of any receiver or administrator or any serious abuse or misuse of or threats to the Applications, Data or Services, until such time as the matter is fully resolved to the satisfaction of Thermeon. Such termination and/or restriction of access is entirely without prejudice to the liability of the Customer to pay the Fees and Charges due under this Agreement.

13. Order of Precedence:

If there is a conflict between the terms of any of the documents that comprise the Service Agreement, the documents will govern in the following order: signature page Service Agreement, Schedule 6 - Special Provisions Specific Terms (if any), Schedule 7 (if any), the terms as detailed and changed from time to time on the Thermeon.com website, the Acceptable Use Policy if any.

14. Waiver:

Any waiver of any breach will only be effective if made in writing and notified to the other and any waiver by either party of any breach of this Agreement does not constitute a waiver of any other breach.

15. Force Majeure:

Neither party shall be held liable for any breach of this Agreement where the circumstances surrounding the breach are held to be entirely outside the reasonable control of the party deemed to be in breach.

16. Warranty:

Thermeon provides these Services on an as-is basis strictly under these Terms of Service and makes no warranty of any kind including but not limited to their suitability or fitness for any purpose. Thermeon makes no undertaking that its Services are compliant with the legal or fiscal requirements of any country and You remain exclusively liable for ensuring compliance with the laws and authorities of the country in which You operate or to which You are subject. Any and all warranty is specifically excluded.

17. Indemnity:

You indemnify Thermeon against any and all claims, loss, costs or damage arising from your use of the Services or any breach by you of this Agreement including but not limited to the costs of recovering outstanding Fees and Charges that are due under this Agreement.

18. Limitations of Liability:

To the maximum extent permitted by law Thermeon shall not be responsible for any loss, damage or claim by any party or person directly or indirectly no matter how such loss, damage or claim is deemed to have arisen. The Customer agrees that their use of these Services is entirely at their own risk and that their only remedy to any level of dissatisfaction with the Services provided, which cannot be dealt with by an amicable commercial resolution, is to terminate this Agreement in accordance with the provisions herein and to cease to use the Services. In the event that such limitation is deemed unlawful in any circumstances then the maximum amount payable in settlement of any such claim shall be limited to one pound (GBP £1.00).

19. Notices:

Any notice under these Terms of Service given by either party must be made in writing and delivered by email which shall be deemed to have been received upon transmission of the email if no error in delivery was reported to the sender within a reasonable time frame of four hours. The Customer must send any such email to one of the addresses quoted on the Thermeon Website or to the address of a registered officer of Thermeon. Thermeon must send any such email to the primary customer contact, as detailed on the service agreement schedules, whose responsibility it shall be to ensure that such notice is passed to senior management within the Customer's business. The customer shall ensure any change of contact is notified to Thermeon in a timely fashion.

20. Severability:

If any part of this Agreement is deemed to be invalid, unenforceable or in conflict with any applicable law then that part is replaced with an alternative provision which is deemed lawful and insofar as is possible appropriate and the remainder of the Agreement shall be binding on all parties.

21. Applicable Law and Jurisdiction:

This Agreement is governed by the laws of England and Wales and you hereby submit to the jurisdiction of the courts of England and Wales with regard to any disputes arising in connection with this Agreement.

22. Entire Agreement:

These Terms of Service together with any other notices or instructions given to you by Thermeon after you commence use of the Services constitute the entire agreement between Us and supersede and extinguish any and all prior agreements, representations understandings or beliefs whether written or oral or as a matter of established practice.

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