The Customer hereby agrees to:
Accept and abide by the Companies
Acceptable Use Policy as published on its website at:
may from time to time be changed.
refrain from knowingly transferring
any illegal material (including but not limited to material which may be
deemed to be offensive, abusive, indecent, defamatory, obscene, menacing
or in breach of copyright, privacy or other rights) to or from other
users of the service or the PDN and the other privately owned and
operated services to which the Company may from time to time provide access;
refrain from sending menacing,
offensive, abusive or annoying messages (commonly referred to as, but
not exclusively, "spam" or Unsolicited Commercial Email
"UCE"), whilst using the Service via the Company or any other ISP;
not divulge their Password to any
third party and use all reasonable endeavours to keep the same
confidential and inaccessible to third parties;
keep the Company informed of any
change to the Customer's address as set out overleaf and other such
information as may affect the payment of charges due;
immediately cease to use and
return any Internet Addresses allocated by the Company to the Customer
on termination of this Agreement;
not to announce by any means any
and all Internet Addresses allocated to or by the Customer by the Company
as part of an autonomous system unless the addresses originate from
inside the Company's network and the customer has obtained
permission from the Company to operate an autonomous system;
not to use or permit the usage of
the Service in an unlawful manner or in contradiction of published
legislation and regulations governing the Internet; and
- The Company reserves the right to limit,
restrict or suspend internet traffic to or from a Customer:
in the event of failure to abide
by the published terms of the Acceptable Use Policy. This may include,
but not exclusively, the transmission of unsolicited email.
To protect the Company's
operations, network infrastructure
in the event of the Company
becoming aware of illegal content
to limit the Customers' liability
in the event of suspected security breach
In such event
the Company will make efforts to contact the customer before hand and will as
far as possible limit the restrictions to cause minimal impact to the Customers
The Company reserves the right to
make a £75 administrative charge as a result of repeated abuse of the
Acceptable Use Policy.
The Company shall not be liable
for the following to the extent permitted by the applicable law:
indirect damages, loss of
profits, business revenue, goodwill or any economic loss;
any claim made against the
Customer by another third party that does not follow a breach of these
Conditions by the Company;
any loss or damage to the
Customer caused by or arising from any act or omission of the Customer,
any PTO or Value Added Service supplier; or other customer or persons;
any act caused as a result of
force majeure or beyond the Company's control.
Company's total liability for any loss or damage suffered by the Customer
shall not exceed the greater of £1,000 or the aggregate of all charges payable
or paid by the Customer for the Service supplied in the 6 month period
beginning on the Service Commencement Date or its anniversary in which the
event giving rise to the claim occurs.
- Neither party
excludes or limits its liability to the other for death or personal injury
resulting from the proven negligence of either party, its employees or agents.
CHANGES TO THE SERVICE
If any Network Operator shall
discontinue the provision of telecommunications services to the Company
or shall alter by modification, expansion, improvement, maintenance or
repair the telecommunications services or any part thereof provided to
the Company or shall disconnect the Customer's apparatus from the PSTN,
PDN or Internet, the Company shall be entitled to discontinue, alter,
modify, expand, improve, maintain, repair, suspend, disconnect or
otherwise change the Services as necessary.
If a Customer's equipment produces
excessive heat, generates disruptive or excessive internet traffic or any
other kind of disturbance or nuisance which affects equipment operated by
other customers or the Company, the Company reserves the right, on giving
three months written notice to the Customer, to relocate a customer's
rack and/or equipment.
The Service may
be suspended or suspended during peak times by the Company without notice and
without prejudice to the company's rights of termination under clause 10 in the
event of the following:
Failure by the Customer to make
any payment to be made to the Company on its due date for payment.
If the Customer does or suffers anything
to be done which jeopardises the Service or any network to which the
Customer is from time to time connected.
If the Customer's credit limit has
been exceeded or if the Customer is otherwise in breach of these
No such suspension shall affect
the liability of the Customer to pay charges and other amounts to the
Company, and without limitation, the annual subscription charge will
continue to accrue. During suspension the Company reserves the right to
refuse to release the Customer's Internet Address as issued by the
shall remain in force for a minimum period of 30 days, or unless as shown
otherwise agreed, from the date of an Accepted Order. Termination can be
effected as follows:
- By the Customer
The Customer may terminate this
Agreement by giving 15 days ' written notice, which may expire at
any time after 30 days, Email notification will be accepted as notice of
termination of Agreement.
- By the Company
The Company may terminate this Agreement:
at any time and without notice if
the Customer commits any breach of this Agreement including, but without
limitation, non-payment of any subscription charges; or
by at least 1 months written
notice to the Customer; or
with immediate effect if
bankruptcy or insolvency proceedings are brought against the Customer,
or an arrangement with creditors is made, or a receiver or administrator
is appointed over any of the Customers assets, or the Customer goes into
The Company reserves the right to
invalidate any Customers User Name and Internet Address issued to the
Customer following termination of this Agreement.
Domain Name transfers will not be
made until all outstanding amounts have been paid by the Customer.
Domain Names shall remain the
property of the Company until all outstanding amounts have been paid by
the Customer except in such situations where the Domain Name has been
previously registered and paid for in full by the Customer or third
The Customer shall at his own cost
return to the Company all equipment cables and literature belonging to
the Company within 5 days of final completion of the agreement and ensure
that it arrives in good working order.
The Company has the right to
terminate the Contract immediately if the Customer any of its employees
or agents engages in any conduct that is prejudicial to the Company or in
the event of non-payment of the Fees by the Customer within thirty (30)
days of the due date for payment.
Upon receipt by the Company of
Notice of Termination, all invoices, including the termination invoice,
will become due for immediate payment.
Upon termination, the provision of
the Services shall immediately cease and the Customer shall:
pay all outstanding Fees and
charges due under the Contract, including (but not exclusively) contract
termination costs and excess bandwidth charges
at it's own cost, remove
all its equipment from the premises without delay (providing all
outstanding fees due under this contract are paid);
return to the Company any
materials and Restricted information belonging to the Company.
The Company does not tolerate
abusive behaviour from anyone and reserves the right to terminate,
without further notice or refund, the services of any customer who
demonstrates abusive, intolerant, violent or verbally abusive behaviour
towards the Company's staff, contractors or other customers.
- RIGHTS ON TERMINATION
Termination of the Agreement shall
not affect any pre-existing liability of the Customer or affect any right
of the Company to recover damages or pursue any other remedy in respect
of any breach by the Customer of the Agreement.
On termination of the Agreement
the right to the use of the Internet Address allocated by the Company
shall revert to the Company under RIPE terms or agreement except where a
specific agreement has been reached in writing between the RIPE and the
Customer for the transfer of the Internet Address and the fee or other
payment required by the Company in connection with such transfer has been
paid for by the Customer.
In the event of termination of the
Agreement by the Company on account of any breach of these Conditions by
the Customer, the Company shall be entitled to the balance of all annual
subscription payments and call charges which would, but for such
termination, have accrued up to the earliest date on which the Agreement
could have been terminated by the Customer in accordance with these
- USER NAME AND INTERNET ADDRESS
shall not be requested or required to release the User Name, Domain Name or
Internet Address and may refuse to do so until this Agreement has been lawfully
brought to an end and all sums due hereunder have been received by the Company,
and the Customer has complied with all its obligations hereunder. Domain Names,
when registered by the Company at the request of the Customer, remain the
property of the Company until all sums due have been received.
Any notices under or in connection
with this Agreement shall be served by Electronic Mail
Suspension notices for non-payment
of charges will be deemed as delivered 1 business day after acceptance
for delivery by the recipients mail server
- EXPENSES OF THE COMPANY
shall pay to the Company all costs and expenses (so that any legal fees shall
be based on an indemnity basis) incurred by the Company in enforcing any of
these Conditions, or exercising any of its other rights and remedies under the
Agreement, including (without prejudice to the generality) all costs incurred
in tracing the Customer in the event that legal processes cannot be enforced at
the address last notified to the Company.
The allowance of
time to pay or any other indulgence by the Company in respect of payments due
to it shall in no manner affect or prejudice its right to payment together with
interest provided under these Conditions.
Conditions or the Agreement or any part thereof shall be adjudged for any
reason to be void, unenforceable or ineffective but would be adjudged to be
valid effective and enforceable if part of the wording were deleted or a provision
were reduced in scope these Conditions of the Agreement shall continue with
such modifications as may be necessary to make its provisions (or if such be
the case its remaining provisions) valid effective and enforceable.
hereto undertakes to the other that it shall keep, and shall procure that its
directors and employees shall keep secret and confidential and shall not use or
disclose to any other person any information or material of a technical or
business nature relating in any manner to the business, products or services of
the other party which the first party may receive or obtain in connection with
or incidental to performance of the Agreement, provided that:
the first party shall not be
prevented from using any general knowledge, experience and skills not
treated by the other party as confidential or which do not properly
belong to the other party and which the first party may have acquired or
developed at any time during the Agreement;
the first party shall not be
prevented from using the information or material referred to above to the
extent such information or material comes into the public domain
otherwise than through the default or negligence of the second party; and
notwithstanding the above, either
party shall have the right to communicate any information concerning the
other party to any Government department or body or other authority
established by statute or under subordinate legislation, where such
information is required by law or is otherwise properly required under a
PTO licence, Office of Telecommunications regulation, or Code of Practice
shall assign or transfer any of its rights or obligations under an Agreement
save that the Company may assign to an associated company within the meaning of
Section 416 of the Income and Corporation Taxes Act 1988, on notice.
The Company and the Customer
acknowledge and agree that this Contract shall not establish or
constitute any relationship of partnership, joint venture, employment,
franchise or agency between the parties. Neither party will have the
power to bind the other without the other's prior written consent.
Any typographical, clerical or
other error in any sales literature, marketing materials, quotation,
price list or other document issued by the company or contained on any
page of the company website shall be subject to correction without any
liability on the part of the company. For the avoidance of doubt, the
company brochure and other sales literature or marketing materials
(either appearing on the company website or in printed form) are not
incorporated into and do not form part of this contract.
The customer agrees that the
company may refer to the customer (with relevant description of the customers
business) in any of the company's marketing materials or on the company
website. The customer hereby grants the company a limited licence to use
any customer trade names and trademarks solely in connection with such
Except as expressly provided, the
parties do not intend any term of this Contract to be enforceable
pursuant to the Contracts (Rights of Third Parties) Act 1999.
The failure or delay of the
Company to enforce any part of the Contract shall not affect or waive the
Company's rights to enforce it at a later date.
- OTHER PRINTED OR STANDARD
All Services are provided on the
foregoing conditions which, together with any special terms set out on an
Order or in the Agreement, constitute the entire agreement to the
exclusion of any other terms and conditions and no agreement terms and
conditions contained in any document sent by the Customer to the Company
shall be of any effect with respect to the Agreement unless expressly
accepted by a duly authorised officer of the Company in writing.
The Customer acknowledges that the
Customer has not relied on and shall not be entitled to rescind the
Agreement or to claim damages or any other remedy on the basis of any
representation, warranty, undertaking or statement which is not set out in
these Conditions, the Agreement or an Accepted Order, including any
representation made by or on behalf of the Company in relation to the
Service which has induced the Customer to enter into the Agreement with
reserves the right to vary these Conditions as a result of changes required by
its insurers, new legislation, statutory instruments, Government regulations or
licences. These Conditions may not otherwise be varied or waived except by
express written agreement between both parties.
- SERVICE LEVEL GUARANTEE
In the event of interruption of
Service due to a technical fault or act of God, the Company will use all
possible endeavours to resume service with minimum delay but will not be
responsible for loss suffered by the Customer.
The Company may interrupt the
Service from time to time for necessary technical reasons and upgrades
without invalidating its Service Level Guarantee set out above provided
that 12 hours notice via the Company's network status page or email has
been sent to the Customer and the period of suspension is not more than
one hour. The Company shall use its reasonable endeavours to time such
suspensions occur at a time suitable to the customer, normally between
0000 hours and 0500 hours local time.
The Company offer two levels of
service "Standard" - no less than 99% and "Enhanced" - 100%. Enhanced is
available for a 5% premium on the Companies normal fees.
"Standard" service level agreement excludes failures of
network/equipment/circuits not operated by the Company
service level agreement includes failures of network/equipment/circuits not
operated by the Company.
An outage or service interruption
event is defined when the second ping test (If monitored by the Company)
fails or when the Customer notifies the Company.
If the event reported is confirmed
by the Company, then the Customer will receive service credit as
calculated by the following formula:
Availability of the service
shall be calculated at the end of each month in accordance with the following
Downtime is calculated
from the time of notification of a fault by either the Company or the Customer,
and ends when the service is restored to full working order. These times will
be logged and notified via e-mail.
In the event
that availability falls below the guaranteed level of 99% in any particular
month, then The Company shall credit the Customer using the following guide:
% of monthly charge
In the event
that availability falls below the level of 100%, then the Company shall
credit the Customer using the following guide:
% of monthly charge
|Maximum outage period
Excess latency and packet loss are
considered an interruption to the service providing it occurs within
network under the company's control.
Packet loss is considered present
when more than 1% of valid packets do not complete a round trip as
Latency is considered present
when the round trip time from 'global basket' of known good hosts is
more than 10% above mean average as measured by the company.
- LAW AND ARBITRATION
These Conditions and all
Agreements are subject to the laws of England.
These Conditions incorporate the
provisions for arbitration if any are available under any Code of
Practice issued by the Network Operator under the provision of its
licence. Any dispute which may arise between the parties concerning this
Agreement shall be determined either in accordance with such arbitration
procedure, if any, or by the High Court of Justice in England and the
parties hereby submit to the exclusive jurisdiction of that court for