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Before using the ViaLite System Designer, all users must agree to abide by the applicable Service Agreement and Acceptable Usage Policy (see below).

PPM (Pulse Power & Measurement Ltd) Terms and Conditions of “Vialite System Designer” Service Agreement

1.        Definitions

1.1               In this Agreement the following definitions shall apply:

Vialite System Designer Service

means a subscription to the software as a service provision operated by PPM which is more fully described in the Vialite System Designer Service Description.

Vialite System Designer Service Description

means that description of the Vialite System Designer Service as such may be revised by PPM from time to time.

Acceptable Use Policy

means PPM’s Acceptable Use Policy as such may be revised by PPM from time to time.


these Terms and Conditions of Vialite System Designer Service Agreement, any referenced documents to the extent that they are applicable (including the Vialite System Designer Service Description and the Acceptable Use Policy) and any changes to the Agreement agreed in writing between the parties from time to time.


means the sums payable by Customer for the provision of the Services including those set out in an Order.

Confidential Information

means any information, however it is conveyed, that relates to the business, affairs, developments, trade secrets, know-how, personnel and suppliers of a party, including Intellectual Property Rights, together with all information derived from the above, and any other information clearly designated as being confidential (whether or not it is marked as “confidential”) or which ought reasonably to be considered to be confidential.

Customer’s Responsibilities

means the responsibilities of Customer listed in Clause 5 and as otherwise provided in this Agreement.

Data Controller

has the same meaning as set out in the Data Protection Act 1998 / General Data Protection Regulation (EU) 2016/679 (“GDPR”).

Data Processor

has the same meaning as set out in the Data Protection Act 1998 / General Data Protection Regulation (EU) 2016/679 (“GDPR”).

Data Protection Legislation

means the Data Protection Act 1998 / General Data Protection Regulation (EU) 2016/679 (“GDPR”) and any other applicable laws relating to the processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner or a relevant Central Government Body in relation to such laws.

Effective Date

means, unless otherwise agreed in writing, date when this Agreement has been signed by Customer and PPM.

Initial Term

shall be as stated in the Order.

Intellectual Property Rights

means rights relating to trademarks, registered designs, patents, applications for any of the foregoing, copyright, design rights, know-how, trade and business names, moral rights, publication rights, performance rights, trade get-up, goodwill and any other similar protected rights in any country.

IPR Claim

means any claim of infringement or alleged infringement (including the defence of such infringement or alleged infringement) of any Intellectual Property Right used in providing the Services.


shall mean that Customer purchase order for the PPM Services described therein together with the terms and conditions set out herein

Personal Data

has the same meaning as set out in the Data Protection Act 1998 / General Data Protection Regulation (EU) 2016/679 (“GDPR”).

Registered User

means a user of the Services who has been given access to thereto, or has otherwise been authorised to use the Services, by Customer.

Service Commencement Date

means the date upon which PPM is to commence operational provision of the Services to Customer and the estimated date for such commencement is specified in the Order.

Service Year

means a year commencing on the Service Commencement Date or any subsequent anniversary thereof.


means the Vialite System Designer Service being provided to Customer under and as described in this Agreement along with any additional services which PPM may from time to time agree in writing to provide to Customer hereunder.


means the Initial Term and any continuation or extension thereto in accordance with Clause 2.

1.2               Headings are for reference only and shall not affect the interpretation or construction of this Agreement.

1.3               Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and the words following any of those terms shall not limit the sense of the words preceding those terms.

1.4               Any reference to a statute, statutory provision or statutory instrument includes a reference to that statute, statutory provision or statutory instrument together with all rules and regulations made under it as from time to time amended, consolidated or re-enacted.

2.        Term of the Agreement

This Agreement shall commence upon the Effective Date and, subject to Clause 12, will continue for the Initial Term.  Thereafter the Agreement shall continue until Service end date or terminated by either party giving not less than thirty (30) days’ written notice prior to take effect on or after the expiry of the Initial Term.

3.        Services

3.1               PPM will provide the Services as described in the Vialite System Designer Service Description subject to any express variations thereto agreed between the parties and as otherwise provided in this Agreement.

3.2               PPM may make updates to the Vialite System Designer Service Description from time to time.  PPM shall notify Customer when any updates are introduced.  PPM undertakes that any update it makes to the Vialite System Designer Service Description will not be materially disadvantageous to Customer and will be subject to any specific variations to the Vialite System Designer Service specified in the Agreement Continuation Sheet.

4.        Charges and Payment

4.1               Customer shall pay to PPM the Charges and such other sums that may become payable under this Agreement.

4.2              The Charges will not be changed during the Initial Term.  Thereafter, PPM may revise the Charges, such revision to take effect from or at any time after the expiry of the Initial Term. 

4.3               Charges are stated exclusive of VAT, which shall be added at the prevailing rate as applicable and paid by Customer following delivery of a valid VAT invoice.

4.4              PPM shall issue invoices in accordance with the payment terms specified in the Order or, otherwise, monthly in arrears.  Subject to Clause 4.6, Customer shall pay each invoice within agreed payment & credit terms.

4.5               In the event that Customer disputes all or part of any invoice issued by PPM, Customer shall notify PPM within fourteen (14) days of receipt of such invoice and the parties shall seek to resolve the dispute in accordance with Clause 14.  If Customer only disputes part of any invoice, it shall pay the part of the invoice which is not in dispute in the normal course.

4.6              All payments which are not received when payable, other than a payment which is disputed pursuant to Clause 4.5 above, will be considered overdue and remain payable by Customer together with interest for late payment at the rate at 8% above current Bank of England Late Payment Reference rate from the date payable until payment is received.  Such Interest is due for payment immediately on invoice.

4.7               Notwithstanding the above provisions for late payment and subject to Clause 4.5, in the event that Customer fails to pay invoices in accordance with their terms, PPM may, at its option and without prejudice to any other remedy at any time after payment has become due, terminate or temporarily suspend this Agreement.  PPM shall not exercise this right without having given Customer fourteen (14) days’ written notice of its intention to do so and shall only proceed with its action if Customer has not made payment within such period.

5.        Customer’s Responsibilities

5.1               Customer will fulfil the Customer’s Responsibilities specified in this Clause 5 and such other obligations as are specified as being its responsibility in this Agreement.

5.2               Customer shall, and shall procure that its Registered Users shall, at all times act in accordance the laws applicable its use of the Services and with the Acceptable Use Policy.

5.3               Customer will:

(a)                n/a;

(b)                n/a;

(c)                determine that the Services will meet the business needs of Customer;

(d)                n/a;

(e)                ensure that it does not compromise the security of the Registered User’s passwords and other login details and shall procure that Registered Users do likewise;

(f)                 provide PPM and its staff assigned to perform the Services with all necessary information and assistance that may reasonably be required to enable PPM to carry out its obligations to Customer under this Agreement;

(g)                notify PPM promptly of any malfunction of the Services of which it becomes aware; and

(h)                allow PPM to study its information and data for the purposes of rectifying problems and giving advice.

6.        Confidential Information

6.1               Except to the extent set out in this Clause or where disclosure is expressly permitted elsewhere in this Agreement, each party shall:

(a)                treat the other party’s Confidential Information as confidential and safeguard it accordingly; and

(b)                not disclose the other party’s Confidential Information to any other person without the owner’s prior written consent.

6.2              Clause 6.1 shall not apply to the extent that:

(a)                such disclosure is a requirement of law placed upon the party making the disclosure;

(b)                such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner;

(c)                such information was obtained from a third party without obligation of confidentiality;

(d)                such information was already in the public domain at the time of disclosure otherwise than by a breach of this Agreement; or

(e)                such information is independently developed without access to the other party’s Confidential Information.

6.3               PPM shall not use any of Customer’s Confidential Information received otherwise than for the purposes of this Agreement.  PPM may disclose Customer’s Confidential Information to its personnel, subcontractors and professional advisers on a need to know basis and will use all reasonable endeavours to ensure such disclosees are made aware of and observe PPM’s obligations of confidentiality in this Agreement.

6.4              Nothing in this Clause 6 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Agreement in the course of its normal business to the extent that this use does not result in a disclosure of the other party’s Confidential Information or an infringement of Intellectual Property Rights.

6.5               Upon expiration or termination of this Agreement each party will return to the other party all Confidential Information not previously returned.

6.6              The requirement for confidentiality will survive expiry or termination of this Agreement by two (2) years.

7.        Data Protection

7.1               In the event that the data held by PPM in the provision of the Services contains Customer’s Personal Data, Customer shall be the Data Controller with respect thereto.

7.2               In performing the Services, PPM may process Customer’s Personal Data.  In relation thereto, PPM warrants to Customer that:

(a)                it has undertaken all necessary registrations and notifications under the Data Protection Legislation; and

(b)                it will observe all the obligations pertaining to a Data Processor under the Data Protection Legislation.

7.3               PPM shall comply at all times with the Data Protection Legislation and shall not perform its obligations under this Agreement in such a way as to cause Customer to breach any of its applicable obligations under the Data Protection Legislation.

8.        Warranties and Support

8.1               Each party warrants to the other that it has the legal right and authority to enter into and perform its obligations under this Agreement.

8.2              PPM warrants that:

(a)                it has good title to and/or valid legal agreements to use or license the software used in the provision of the Services; and

(b)                in providing the Services it shall exercise reasonable skill and care and will ensure that its staff performing work in relation to this Agreement are suitably skilled and experienced; and

(c)                from the Service Commencement Date, the Services shall be provided materially in accordance with their descriptions in the Vialite System Designer Service Description subject to any variations thereto in consequence of changes made to them under this Agreement.

8.3               The foregoing warranties constitute the only warranties provided by PPM in respect of the Services provided hereunder and are in lieu of and exclude all other terms, conditions or warranties implied by statute, law or otherwise to the maximum extent permissible by law.

8.4              Customer acknowledges that:

(a)                PPM gives no warranty or representation that the software utilised in the provision of the Services will be wholly free from defects, errors and bugs or that the Services will be uninterrupted; and

(b)                PPM does not warrant or represent that the Services will be compatible with any third party-owned app or software unless it has explicitly confirmed such compatibility in writing.

9.        Proprietary Rights

9.1               PPM retains all right, title and interest in and to its Intellectual Property Rights which are used in the provision of the Services, including any Intellectual Property Rights developed by PPM in performing the Services.

9.2              PPM does not acquire any ownership interest in or right to the information you transmit to or from or store with PPM while using the Vialite System Designer Service.

10.      Indemnification

10.1            PPM shall at all times, during and after the Term, on written demand indemnify Customer and keep Customer indemnified against all losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against or agreed to be paid by Customer arising from an IPR Claim.

10.2           Customer agrees that:

(a)                it will notify PPM in writing of any IPR Claim;

(b)                it will allow PPM to conduct all negotiations and proceedings and will provide PPM with such reasonable assistance required by PPM, each at PPM’s cost, regarding the IPR Claim; and

(c)                it will not without first obtaining PPM’s written consent (such consent not to be unreasonably withheld or delayed) agree to make any payment or make and admission relating to the IPR Claim.

10.3            If an IPR Claim is made, or PPM anticipates that an IPR Claim might be made, PPM will, at its option and its expense, either procure for Customer the right to continue using the Services or any part of them; modify the Services so that they are no longer infringing; or if none of these options is reasonably feasible, terminate the Agreement.

10.4           PPM will have no liability for any infringement arising from providing the Services in accordance with the design or instructions of Customer where such design or instructions are themselves infringing to the third party claimant’s Intellectual Property Rights.

10.5            PPM will not be liable in any circumstances for any costs or expenses incurred by Customer without PPM’s written authorisation and this Clause 10 states the entire remedy of Customer for any infringement of Intellectual Property Rights resulting from provision of the Services.

10.6           Customer shall at all times, during and after the Term, on written demand indemnify PPM and keep PPM indemnified against all losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against or agreed to be paid by PPM arising from any claim by a third party for infringement or alleged infringement (including the defence of such infringement or alleged infringement) of any Intellectual Property Right or breach of the Acceptable Use Policy resulting from materials used or uploaded by Customer to PPM’s facilities during the provision of the Services (“Customer Indemnity Claim”).  PPM agrees that:

(a)                it will notify Customer in writing of any Customer Indemnity Claim;

(b)                it will allow Customer to conduct all negotiations and proceedings and will provide Customer with such reasonable assistance required by Customer, each at Customer’s cost, regarding the Customer Indemnity Claim; and

(c)                it will not without first obtaining Customer’s written consent (such consent not to be unreasonably withheld or delayed) agree to make any payment or make and admission relating to the Customer Indemnity Claim.

11.      Limitation of Liability

11.1            Subject always to Clause 11.3, the aggregate liability of PPM to Customer, whether in contract, negligence, other tort, by way of indemnity or otherwise arising out of or in connection with this Agreement shall in no event exceed for each Service Year (and in this respect the first Service Year shall include the period between the Effective Date and the Service Commencement Date), one hundred and twenty five per cent (125%) of the fees paid or payable under this Agreement in the Service Year in which the matter giving rise to such liability arose.

11.2            Subject to Clause 11.3, PPM shall not be liable to Customer for:

(a)                any loss of profits, revenue, contracts, data or anticipated savings; or

(b)                any consequential or indirect loss or damage however caused.

11.3            Notwithstanding the foregoing, PPM does not exclude or restrict liability for:

(a)                death or personal injury caused by the negligence of PPM or its employees;

(b)                fraud or fraudulent misrepresentation;

(c)                any other matter in respect of which its liability may not be limited by law.

12.      Termination

12.1            Either party will immediately become entitled (without prejudice to its other rights in law or equity or under this Agreement) to terminate this Agreement forthwith by notice in writing to the other party if:

(a)                the other party commits any irremediable material breach of its obligations under this Agreement;

(b)                the other party commits any remediable material breach of its obligations under this Agreement and, upon receiving written notification from the other of such breach, fails to remedy the breach within thirty (30) days;

(c)                the other party has a winding up order issued against it by a court, or commences liquidation (except for purposes of solvent reconstruction) or makes an arrangement with its creditors or petitions for an administration order or has an administrative receiver, receiver or manager appointed over any of its assets or ceases or threatens to cease trading, or generally becomes unable to pay its debts within the meaning of section 123 of the United Kingdom’s Insolvency Act 1986; or

(d)                as provided in Clauses 4.2 and 13.1.

12.2           If PPM becomes entitled to terminate this Agreement for any reason, any sums then due to PPM will immediately be payable in full.

12.3            Termination of this Agreement shall be without prejudice to the rights of either party accrued at the date of termination.

12.4           The provisions of Clauses 1, 6, 10, 11, 12.2, 12.3, 12.4, 13 and 14 shall survive termination of this Agreement.

13.      General

13.1            Except with respect to the obligation of Customer to pay any sums due, neither party will be liable for total or partial failure to perform its obligations in this Agreement during any period in which its performance is prevented or hindered by circumstances beyond its reasonable control.  The affected party shall immediately give the other party written notice of such circumstances having arisen.  The parties shall consult with each other in good faith and use all reasonable endeavours to agree appropriate terms to mitigate the effects of the circumstances which have arisen and to facilitate the continued performance of this Agreement.  If the circumstances persist for more than thirty (30) days, either party may terminate this Agreement.

13.2            Neither party will assign or transfer all or any part of this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.  Save as may be provided expressly to the contrary, nothing in this Agreement confers or purports to confer on any third party any benefit or right to enforce any term of this Agreement, and to the fullest extent permissible, any rights provided under legislative provisions to the contrary, including the Contracts (Rights of Third Parties) Act 1999, are expressly excluded.  The foregoing provisions are not restrictive of PPM subcontracting the provision of such parts of the Services as it deems appropriate from time to time including the provision of the technical infrastructure used to support the provision of the Services.

13.3            The Services are being provided by PPM upon the basis of applicable laws and regulations existing and applied to the Services at the Effective Date.  To the extent that changes to the Services are required as a result of changes to such laws or regulations, such changes shall be dealt with in accordance with Clause 13.8.

13.4            Any formal notice given under this Agreement by either party to the other must be in writing and delivered to the address shown on the front page of this Agreement, or to any other address notified in writing by one party to the other for the purpose of receiving such notices, by personal delivery, courier, recorded delivery mail or registered mail and will be deemed to have been given in the case of:

(a)                personal delivery or courier, when delivered; or

(b)                mailing, when signed for.

The parties acknowledge that normal day to day communication in respect of this Agreement will be by email.

13.5            This Agreement constitutes the entire agreement between the parties in respect of the matters dealt with in it which shall override all other terms and conditions inconsistent herewith whether expressed or implied and including any which may be incorporated in Customer’s standard procurement documentation.  Each party confirms to the other that it has not relied upon any representation, warranty, promise or assurance not recorded here which has induced it to enter into this Agreement.

13.6            The parties have negotiated this Agreement in good faith and each clause of this Agreement has been separately negotiated and agreed upon by the parties.  In the event that any of these terms and conditions or any part of any term or condition is judged invalid, illegal or unenforceable for any reason the continuation in force of the remainder of these terms and conditions will not be prejudiced.

13.7            No delay or failure by either party in enforcing its respective rights will prejudice or restrict the rights of that party, and no waiver of any such rights, or of any breach of any contractual terms, will be deemed to be a waiver of any other right or of any later breach.

13.8            Changes to this Agreement shall be valid only if made in writing and signed by authorised signatories of both parties.

13.9            Each party is acting as an independent contractor and not in any way as an agent or representative of the other.  Neither party has authority to bind or speak for the other party except as may be specified in writing from time to time.

14.      Law and Disputes

14.1            The parties shall attempt to resolve any dispute relating to this Agreement through negotiations between senior executives of the parties who have authority to settle the dispute.

14.2           Subject always to Clause 14.3, if the matter is not resolved through negotiation, the parties shall attempt in good faith to resolve the dispute through mediation in accordance with the Centre for Effective Dispute Resolution’s model mediation procedure, or, if the parties agree, an Alternative Dispute Resolution (“ADR”) procedure if a different process to mediation is recommended to the parties by the Centre for Effective Dispute Resolution in London.  If the matter has not been resolved by mediation or an ADR procedure within thirty (30) days of the initiation of that procedure, the dispute may be referred by either party to the English courts and the parties submit to their jurisdiction for that purpose.

14.3            Nothing in this Clause 14 shall prevent either party from seeking injunctive relief at any time.

14.4           This Agreement is governed by English law.


Issue 1 (CR4169)


PPM (Pulse Power & Measurement Ltd) Acceptable Usage Policy of "Vialite System Designer" Service

This Acceptable Use Policy ("AUP") describes and gives guidance about activities that are not allowed while using PPM's services. The general principle is one of reasonableness; that PPM's services should not be used for things for which they are not reasonably intended. This AUP is incorporated by reference in your agreement with PPM.

Inquiries about this policy should be made to

Legal Compliance

You will not use PPM's services for any activity or conduct that is likely to be in breach of any applicable laws, codes or regulations, including data protection and privacy laws. PPM may, without notice to you, report to the appropriate authorities any conduct by you that PPM believes violates applicable law.

You agree that PPM may, where it is legally required to, allow inspection of your content or traffic by any relevant authority and otherwise co-operate with requests from law enforcement or regulatory agencies investigating your and your users activities. Where permissible, PPM will give you reasonable prior notice of such requirement.


In using PPM's services you will not engage in, foster or permit illegal, abusive or irresponsible behaviour, including, without limitation:

·         Introducing any virus or other malign code into PPM's services;

·         Covert gathering or transmission of user information;

·         Distributing advertisement delivery software without user consent unless such software can be easily disabled or removed; or

·         Any act that is likely to result in retaliation against the PPM services such as a denial of service attack or having PPM's services listed on any abuse database.

Offensive Content

You will not use PPM's services to store, publish or transmit any content or links to any content that PPM reasonably considers:

·         Constitutes, depicts, fosters, promotes or relates in any manner to illegal pornographic material including, without limitation, child pornography or non-consensual sex acts;

·         Incites or supports terrorism, gives support to proscribed organisations or otherwise compromises national security;

·         Is excessively violent;

·         Contains harassing content or hate speech, is defamatory or violates personal privacy;

·         Creates a risk to health and safety; or

·         Is otherwise malicious, fraudulent, grossly offensive or morally repugnant.

Excessive or High Risk Use

You will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure used by PPM in providing its services.

PPM's services are not designed or intended for use in support of safety critical or safety related processes or operations. You may not use PPM's services in any situation where failure or fault of such services could lead to death or serious bodily injury of any person, or to physical or environmental damage.

You will not, without PPM's prior written consent, test the vulnerability of any PPM system or network, or attempt to breach the security or authentication measures used by PPM.

Third Party Conduct

Any breach of this AUP by anyone using your services with your permission or resulting from your failure to use reasonable security precautions is your responsibility.

Proprietary Rights

You will not use PPM's services in a manner that infringes the rights of a third party in any work protected by intellectual property rights. In addition, you will not use PPM's services to publish another person's trade secrets, or to publish information in violation of a duty of confidentiality.

Changes to the AUP

PPM may from time to time, as the internet and the ways in which it may be abused evolve, amend this AUP to further detail or describe reasonable restrictions on your use of PPM's services by publishing a revised version of the AUP on PPM's website which shall be effective immediately or, in the event of a material adverse change to the AUP, by providing you thirty (30) days' prior written notice of such revised AUP taking effect.

If your compliance with the revised AUP would adversely affect your use of the PPM's services, please provide written notice to PPM and PPM will engage in constructive discussion to resolve the specific concerns you have with the revised AUP.

Consequences of Violation of AUP

If you breach the AUP, PPM may suspend or terminate your PPM services in accordance with its agreement with you. PPM may intercept or block any content or traffic belonging to you or to users where PPM's services are being used unlawfully or otherwise not in accordance with this AUP.

Issue 1 (CR4169)
Accept Terms of Service