|
We
shall sell and You shall purchase the Service in accordance
with Our order form (if accepted by You), or Your written order
(if accepted by Us), subject in either case to these Terms,
which shall govern the Contract to the exclusion of any other
terms subject to which any such quotation is accepted or purported
to be accepted, or any such order is made or purported to be
made, by You.
Definitions
In this Agreement, unless inconsistent with the context or otherwise
specified the following definitions will apply:
‘ Acceptable Use Policy or AUP” means the instructions
given by Us from time to time relating to use of the Service
‘ Internet’ means the global data network comprising
interconnected networks using the TCP/IP (“Transmission Control
Protocol/Internet Protocol”)
‘ Service’ means the provision of an integrated wireless
and networked e-mail system
‘ Us/We/Our’ means Contact 24/7 Limited (Company No:
4552627) whose registered office is at 23 Cross Street Leamington
Spa Warwickshire CV32 4PX
‘ You’ means the customer with whom We make this Agreement,
or where appropriate, any person representing You if it appears
to Us that such person acts with Your authority or permission. “Your” shall
be defined accordingly.
1. Customer Apparatus
1.1 You agree that Your personal computers will be at least the
minimum specification as notified to you by ourselves from time
to time.
1.2 You agree that prior to connection of the Service Your shall:
1.2.1 Complete a virus check; and
1.2.2 Where applicable install a Network Interface Card (NIC)
1.3 You are responsible for obtaining all computer and other equipment
or services necessary properly to use the Service. The Agreement
does not include the provision of any telecommunications service
necessary for connection to the Service. You are responsible for
obtaining an appropriate telecommunications service and for compliance
with the terms and conditions as agreed in writing.
2. Provision of Service
2.1 It is technically impracticable to guarantee that the service
will be completely fault free and we do not undertake to do so
although all endeavours will be made to provide such a service.
In the event of a fault in the Service, You should report it by
telephone on the customer support number set out on the Order Form
or such other number as we may from time to time notify to You.
On receipt of a fault report we will use all reasonable endeavours
either to advise You how to correct the fault or to rectify the
fault in accordance with the User documentation.
2.2 Due to the nature of the Internet we do not warrant that Your
use of the Service will be uninterrupted or that any messages or
information transmitted via the Service will be transmitted accurately,
reliably, in a timely manner or at all.
3. Payment of Fees
3.1 You agree to pay a set-up fee as set out on the order form,
such fee shall be paid within 30 days of receipt of our invoice.
3.2 You agree to pay additional fees as set out on the Order Form
each calendar month, to be paid by the terms set out on the Order
Form. On proper termination of the Agreement You shall be responsible
for the cancellation of any payment instructions. Except on proper
termination of the Agreement You must inform us immediately if
You cancel any payment instructions. Cancellation of any payment
instruction shall entitle Us to suspend and/or terminate the Agreement
without notice.
3.3 All payments due hereunder are exclusive of VAT, which shall
be payable by You at the rate for the time being prescribed by
law.
3.4 We shall be entitled at any time and from time to time to increase
the fees by giving you not less than [90] days’ prior written
notice.
4. Use of the Service
4.1 You undertake not to use or permit anyone else to use the Service
in breach of the Acceptable Use Policy
4.2 You must not use or allow anyone to use the Service:
4.2.1 to send or receive a communication which is offensive, abusive,
indecent, obscene or menacing;
4.2.2 to cause annoyance, inconvenience or needless anxiety to
anyone;
4.2.3 to violate or infringe the rights of any person;
4.2.4 in breach of the Agreement; or
4.2.5 in breach of the Law
4.3 We may revise the AUP from time to time by posting the revised
AUP on our website at www.contact-24-7.com whereupon you shall
be bound by such revised AUP.
4.4 We may at our discretion and without notice suspend and/or
terminate the Agreement where the Service is used in breach of
the AUP.
4.5 We reserve the right to block access to and/or to refuse or
remove any material from mailboxes which in our reasonable opinion
we determine may give rise to a breach of this Agreement and/or
the AUP.
4.6 We reserve the right to filter e-mails and to remove any e-mail
containing or suspected of containing a virus or any e-mail which
we at our discretions consider to be “e-mail Spam” as
referred to in the AUP
4.7 Notwithstanding clauses 4.4 and 4.5 above we undertake no obligation
to monitor the Service for such material or e-mails.
4.8 Title ownership and intellectual property rights in the Service
belong to us and this Agreement gives you no rights whatsoever
in this respect.
4.9 You acknowledge that the Service may be supplied on a shared
server and that Your use of the Service may be affected by the
level of access by other users.
5. Term
5.1 This Agreement shall come into effect on the earlier of the
date:
5.1.1 You start using the Service; or
5.1.2 the date the Service is available to You.
5.2 This Agreement shall remain in force from year to year thereafter,
unless and until terminated in accordance with any of the provisions
of clause 5.3 or any other clause of this Agreement
5.3 Either party may terminate this Agreement at any time by giving
at least 90 days’ prior written notice to the other to expire
on any anniversary of the date of commencement of this Agreement.
5.4 Upon termination of this Agreement (howsoever occasioned) shall
not affect any accrued rights or liabilities of either party.
5.5 If You terminate this Agreement pursuant to clause 5.3 You
shall not be entitled to any refund of the Set Up Fee.
5.6 Upon termination We shall arrange the re-transfer of any data
belonging to You held on Our equipment and shall charge for such
data transfer on a time and materials basis.
6. Liability
6.1 Save in respect of claims for death or personal injury arising
from Our negligence, in no event will we be liable for any damages
resulting from loss of data or use, lost profits, loss of anticipated
savings, nor for any damages that are an indirect or secondary
consequence of any act or omission on our part, whether such damages
were reasonably foreseeable or actually foreseen
6.2 Except as provided above in the case of death or personal injury
our maximum liability to You under this Agreement or otherwise
(whether in the form of the additional cost of remedial services
or otherwise) will be for direct costs and damages only and will
be limited to the price paid by you for the Services provided.
6.3 We shall not be liable for any loss of data resulting from
the use of the Service including without limitation any delays,
non-deliverance or missed deliveries directly or indirectly caused
by Us.
6.4 All liability that is not expressly assumed in this Agreement
is hereby excluded. These limitations will apply regardless of
the form of action, whether under statute, in contract or tort,
including negligence, or any other form of action.. For the purposes
of this clause, ‘You’ includes your employees sub-contractors
and suppliers who shall all have the benefit of the limits and
exclusions of liability set out above in terms of the Contracts
(Rights of Third Parties) Act 1999.
7. Training
Training in the use of the Service may be provided by ourselves
in accordance with our standard scale of charges from time to time
in force subject to prior written agreement.
8. Data Protection
The parties hereby undertake to comply with the provisions of the
Data Protection Act 1998 and any related legislation insofar as
the same relates to the provisions and obligations of this Agreement.
9. Miscellaneous
9.1 Neither party shall have any liability under or be deemed to
be in breach of this Agreement for any delays or failures in performance
of this Agreement which result from circumstances beyond the reasonable
control of that party.
9.2 If any provision of this Agreement is prohibited by law or
judges by a court to be unlawful, void, or unenforceable, the provision
shall, to the extent required, be severed from this Agreement and
rendered ineffective as far as possible without modifying the remaining
provisions of this Agreement, and shall not in any way affect any
other circumstances of or the validity or enforcement of this Agreement.
9.3 No delay, neglect or forbearance on the part of either party
in enforcing against the other party any term or condition of this
Agreement shall either be or be deemed to be a waiver or in any
way prejudice any right of that party under this Agreement. No
right power or remedy herein conferred upon or reserved for either
party in exclusive of any other right, power or remedy available
to that party.
9.4 Any dates quoted by Us in connection with the provision of
the Service shall be treated as estimates only. We accept no liability
for failure to meet such dates and time shall not be of the essence
of the Agreement for this purpose.
9.5 The parties confirm their intent not to confer any rights on
any third parties by virtue of this Agreement and accordingly the
Contracts (Rights of Third Parties) Act 1999 shall not apply to
this Agreement.
10. Governing Law and Arbitration
10.1 This Agreement shall be governed by and construed in accordance
with English law and the parties agree to submit to the exclusive
jurisdiction of the English Courts.
10.2 Any dispute arising under the Agreement which does not involve
either a complicated issue of law or a sum exceeding £5000
sterling may be referred to arbitration or such other means of
dispute resolution as may be applicable and available from time
to time.
back to top
|
