1. DEFINITIONS
1.1. In these Terms the following words and phrases shall have the following meanings:
“Company” means Team Discovery Ltd.
“Customer” means the person or company to whom hosting services are supplied.
“Goods” means those goods specified on your order/invoice.
“Services” means those services specified on your order/invoice.
“Subscription Fee” is a periodic fee payable by Customers for which Customers will continue to receive the ongoing Services.
“Software Fee” is a charge levied to allow Customers to utilise our software under license.
“Registration Fee” is a charge levied to allow Customers to register with our Service.
“IRC”, “Chat”, “Background” means server based Common Gateway Interface (CGI) scripts or programs.
“Megabyte” means 1,048,576 bytes or characters of information.
“Gigabyte” means 1,073,741,824 bytes or characters of information.
2. AMENDMENTS
2.1. The Company reserves the right to modify, suspend or discontinue any or all of the services at its sole discretion, without prior notice. The Company also reserves the right on giving prior notice on-screen and or in writing to reasonably alter these terms and conditions at any time (without prejudice to the provisions of Clause 7 hereunder).
3. THE SERVICES
3.1. On payment of the fees and acceptance of the application to become a Customer, the Company shall provide, and grant to the Customer a non-exclusive non-assignable non-transferable licence to use the Services, and in the case of on-going Services will do so until the Customers service period expires or is terminated. Acceptance of the services by the customer constitutes automatic acceptance of these terms and conditions of business.
3.2. Services provided and/or amended by the Company, or at the request of the Customer constitute a formal provision of the Service only when acknowledged by the Company in writing.
3.3. Domain names are registered in accordance with the Company’s Terms and Conditions, and the Terms and Conditions issued by the relevant regulatory body (Nominet, InterNIC or other). Copies of these Terms and Conditions are available upon request.
3.4. The Company agrees to provide the Customer with transit and routing services for e-mail and general Internet access. The Company agrees, (for the Subscription fee paid by the Customer) to deliver IP packets to the Customer Network boundary only and cannot accept or be held responsible for the transit, routing and delivery to individual workstations on the Customer Network.
4. USE OF SERVICES
4.1. The Customer is responsible for all use of Services accessed through his/her account and for providing a computer, a modem and/or all additional communications equipment and a telephone line, if appropriate, capable of and necessary for connecting to, and accessing, the Services. The Customer is responsible for all telecom. charges to access the Service.
4.2. All Services, unless otherwise specified, are provided for a 12-month minimum period.
4.3. The Customer may use the Services to link into other networks world-wide and the Customer agrees to conform to the acceptable use policies of such networks.
4.4. If the communications by a Customer do not conform to these standards to the detriment of the Company or its Customers, the Company reserves the right to suspend access of that Customer to the Service until he/she gives a suitable undertaking as to use.
4.5. The Customer acknowledges that the Services have resources that are finite, and that a profligate or wasteful use of the Services can contribute to over-stretching the Service so that the Service provided by the Company to other Customers will degrade. The Customer therefore accepts that the Company may without prior notice terminate or suspend the Customers access to the Service where the Customer is using the Services in a manner that is profligate or wasteful (which the Company shall at its sole discretion but in good faith decide).
4.6. Except where a multiple use product is specifically purchased, each Customer’s account is to be used by a single user only. Simultaneous log-ins using the same account is not allowed.
4.7. In an educational or training environment as amongst those persons being trained or taught, such persons may share a single Customers account subject to the restriction on simultaneous log-ins specified in 4.6
4.8. The Customer shall keep his/her User Name/s, Access Code/s and Password/s private and confidential and shall ensure that, except as provided in above, they do not become known to other persons. If the Password/s become known, the Customer will inform the Company immediately and must change the Password/s immediately using the facility provided. If however, a Customer is unable to make the change, new Password/s will be issued at his/her request. The Company may from time to time with prior notice change the Customers Password/s.
4.9. Web space provided by the Company for commercial purpose may be used to sell, promote or advertise products or services or for any other commercial use.
4.10. The Customer will not use the Services to send, receive, re-transmit, print, publish, reproduce, transfer or commercially exploit any information, material (including software), or other content received through the Service in breach of another’s copyright or which is unsolicited.
4.11. The Customer will not use the Services to send, receive, re-transmit, print, publish, reproduce, transfer or commercially exploit any defamatory, offensive, abusive, obscene, intimidating, threatening, harassing, pornographic, sexually offensive material or misleading or any material protected by confidentiality or trade secret in any form (text, graphical, audio, video or medium as yet unknown). The Customer shall not contravene any current or future laws of England & Wales. This shall apply whether or not the Customer was aware of the content of the material or of the relevant law.
4.12. The Customer shall not transmit, store, facilitate the transmission or storage of, or knowingly receive, computer viruses or other material such that the whole or part of the Services is interrupted, damaged, rendered less functional or less efficient, or the effectiveness of the Service is in any way impaired.
4.13. Hardware, and routers, purchased from the recommended list provided by the Company, are configured and tested by the Company and are supplied configured to meet the Customer’s basic network and Internet specifications. Any alterations made to the configuration of the hardware can not be supported by the Company and invalidates the Company’s support obligation.
4.14. The Customer’s internal network configuration remains the responsibility of the Customer. Any interruptions to the Services that occur as a result of an internal configuration issue are not deemed as an interruption or suspension of the formal provision of the Service.
4.15. All Static IP addresses are rented only and remain the property of the Company.
4.16. The Customer will be only entitled to a maximum transfer allowance of 1 Gigabyte of data per month to and from Customer Web space without incurring any additional charges. Any transfer in excess of this figure will result in a charge of 10p per 1 Megabytes or any part of it of data transferred per month. Payment is expected within 10 days, unless otherwise agreed in writing. Failure to pay any excess charge will result in termination of this account.
4.17. The Customer may not operate any IRC or Chat services, or any Background services on the Company’s network, which was not provided by the Company.
5. COPYRIGHT
5.1. The entire contents of the Service are copyrighted as a collective work under the proper law of this agreement. The copying, redistribution, or publication of any part of the Service is prohibited, except as expressly provided below.
5.2. Each Customer placing information, software or any other material on our servers grants the Company the right at its own discretion to delete, edit, copy, publish, distribute, and translate such information, software or other content. Subject to this grant, each Customer placing information, software or other content on our servers retains any rights the Customer may have in such information, software or other content.
5.3. For the purposes of 5.2 above, the Customer hereby waives irrevocably in respect of his/her material placed on our servers all “moral rights” which he/she may have now or in the future (including but without limitation any of your rights under section 77 and 80 of the Copyright, Designs and Patents Act 1988 or any similar laws in jurisdiction).
5.4. Material must not be placed on the Service in breach of the copyright holder’s rights without the permission of the owner(s) or person(s) he/she specifically authorises for such purpose. Only the owner(s) or such authorised person(s) may upload copyrighted material to the Service.
5.5. Except as expressly provided by copyright law, copying, redistribution, or publication must be with the express permission of the owner(s) or authorised person(s). Permission must be specified in the document, on the Service, or must be obtained directly from the Company and the owner(s) or such authorised person(s), if other than the Company. In any copying, redistribution, or publication of copyrighted material, any changes to or deletion of author attribution or copyright notice by a Customer are prohibited.
5.6. If and to the extent that the customer requires use of the company software in order to use the services, the company grants to the customer a royalty-free, worldwide, non-transferable, non-exclusive licence to use the company software in object code form only. The customer has the right to authorise his employees, agents and third party consultants and contractors to use the supply of software as aforesaid provided that such use is consistent with the terms of this agreement.
5.7. The customer grants to the company a royalty-free worldwide non-exclusive licence to use the content and the customer software in relation to his obligations under this agreement in connection with the provision of the services.
5.8. Except as expressly set out in clauses 5.6 and 5.7 this agreement does not:
5.9. Transfer or grant to the customer any right, title or interest or intellectual property rights in the company software;
5.10. Transfer or grant to the company any right, title, interest or intellectual property rights in the customer software.
5.11. The customer agrees that he will not himself, or through any parent, subsidiary, affiliate, agent or other third party:
5.12. Copy the company software except as expressly permitted under this agreement or by law;
5.13. Sell, lease or licence or sub-licence the company software or the documentation connected with it; or
5.14. If the customer is permitted to make any copies of the company software, the customer must reproduce all proprietary notices of the company, if any, on the copies.
6. FEES
6.1. All payments are made in advance in pounds sterling unless another currency has been specifically agreed. Corporate Customers may pay on an invoice basis, either Quarterly or Annually in advance at the Company’s discretion. The Customer Subscription will be automatically renewed and payments will be automatically invoiced until the Service is terminated in accordance with clause 4.2 and clause 9.0 and sub clauses thereof.
6.2. The price payable by the Customer for the Goods and or Services shall be set out on order or invoice directly relating to the Goods or Services provided.
6.3. The price shall not include Value Added Tax or any other tax or duty payable by the Customer which shall be added to the Price and shall be paid in addition herein by the Customer.
6.4. The Company may increase the Price payable by the Customer by giving the Customer thirty days’ notice in writing; by post, e-mail, fax or electronic transmission.
6.5. In the event of a Subscription lapsing, a reconnection fee will be payable to the Company to recommence service.
6.6. The Company reserve the right to charge interest at 4% per annum above the base rate of Barclays Bank Plc on all and any unpaid sums until payment in full (including all/any interest due) is received by the Company. Interest shall be accrued day to day.
7. LIABILITY
7.1. The Customer agrees the use of the Services is at the Customer’s sole risk. The Company, its agents, contractors, licensers, employees and information providers providing the Services for the connection from the Customers hardware to the Company or the Internet do not guarantee that these Services will be uninterrupted or free from error. The Customer accepts that without notice for commercial, technical (see below) or other reasons:
| a) | The Service or part thereof may be suspended |
| b) | A network or service provider connected to the Service may suspend or terminate its connection to the Service. |
| c) | The Service may suspend or terminate its connection with another network or service provider, and that any such suspension or termination shall not be in breach of these terms and conditions. The Services are therefore provided on an “as is” basis without guarantee of any kind. |
7.2.
| a) | The Company may from time to time close down the whole or part of the network for routine repair or maintenance work. The Company shall give as much notice as in the circumstances is reasonable and shall endeavour to carry out such works during the scheduled maintenance periods as published by the Company as appropriate. |
| b) | The Company may from time to time without notice close down or restrict the whole or part of the service where necessary for emergency repair, to prevent overload of the network, or to preserve the safety, security or integrity of the service and traffic conveyed. The Company shall at its sole discretion decide when such action is necessary. |
7.3. The Customer acknowledges that the Company may exercise editorial control over the content of its servers, but the Company does not have the resources, nor is it capable of checking the full content thereof at all times. The Customer further acknowledges that the Company, its agents, contractors, licensees, employees and information providers providing services are unable to exercise control over the content of the Internet; and the Company therefore excludes all liability of any kind for defamation and the transmission or reception of material of whatever nature other than information inserted by the Company. The Company specifically excludes any warranty as to the quality, content or accuracy of information received through or as a result of the use of the Services.
7.4. The Customer agrees and acknowledges that he/she is in a better position to foresee and evaluate any potential damage or loss he/she may suffer in connection with the Services or Software licence (if any) or any other Service provided to him/her under this agreement; that the Company cannot adequately insure its liability to the Customer; and that the charges payable under this agreement have been calculated on the basis that the Company shall exclude liability as set out in this condition.
7.5. This agreement contains express warranties, undertakings and obligations of the Company and any other condition or warranty which might be implied or incorporated within these terms and conditions, by reason of statute or common law or otherwise, is hereby expressly excluded so far as may be permitted by law. While the Company and its employees will use all reasonable endeavours to provide a prompt continuing service, it will not be liable for any loss of data resulting from inter alia delays, non-delivery, missed deliveries or service interruptions caused by events beyond the control of the Company or by any errors or omissions of the Customer.
7.6. In no circumstances whatsoever will the Company be liable to the Customer in contract, tort, negligence or otherwise for indirect, incidental, special or consequential damages or any loss of business, contracts, profits or anticipated savings arising out of the use of the Service or inability to use the Service or out of any breach of any warranty even if such losses are reasonably foreseeable or the supplier has been advised of the possibility of the customer incurring them. In any event the entire liability of the Supplier under or in connection with the Contract shall not exceed the amount of the Company’s charges for the provision of the Specified Service, except as expressly provided in these Terms.
7.7. In accordance with clause 4.13, any alterations made to the configuration hardware/routers purchased from the recommended list provided by the Company, cannot be supported by the Company and invalidates the Company’s support obligation.
7.8. In accordance with clause 4.14, the Customer’s internal network configuration remains the responsibility of the Customer. Any interruptions to the services that occur as a result of an internal configuration issue may not be deemed as an interruption or suspension of the formal provision of the Service.
8. INDEMNITY
8.1. The Customer hereby agrees to indemnify and hold the Company, its agents, contractors, licensers, employees and information providers providing services harmless from any loss suffered by the Company as a result of a breach of the terms and conditions of this agreement by the Customer and from any claim brought by third parties alleging that use of the Service by the Customer or under his/her account has infringed any intellectual property or other right of any kind, or any applicable UK or international legislation or regulation. The Customer shall pay all costs, damages, awards, fees (including legal fees) and judgements awarded against the Company arising from such claims, and shall provide the Company with notice of such claims, full authority to defend, compromise or settle such claims and reasonable assistance necessary to defend such claims, at the Customer’s sole expense.
9. TERMINATION
9.1. The Company may terminate a Customer’s account at any time and without prior notice and without affecting any accrued rights or claims of the Company where the Services are misused by the Customer, for non-payment of the Subscription Fee or for breach of these terms and conditions. Subsequently such a person may be refused future account facilities with the Company. It should be noted that such termination will in no way indemnify the Customer against any criminal proceedings which may be brought by the authorities of the United Kingdom or any international legislatory body, for such misuse.
9.2. The Company may, notwithstanding clause 9.1, terminate a Customer’s account at any time without any reason on repayment of a pro-rata sum for the unfulfilled period of the Subscription Fee paid by the Customer. In the event of the Customer being in breach of any of these terms and conditions or any rules issued by the Company, the Company will be under no obligation to reimburse the Customer under this provision.
9.3. The Company reserve the right to suspend provision of service for the duration of any non-payment period. Suspension of services does not necessarily constitute termination and the customer may be liable (at the Company’s discretion) to pay a reconnection fee to the Company to recommence subscription services.
9.4. The Customer may terminate his/her account at any time, and will be required to give written notice (which must follow the “Notice” guidelines below). There will be no refund due to the Customer for any part of their cancelled subscription, as the cancellation will take effect at the end of the current billing period.
9.5. Should the Customer wish to terminate a service contract at the end of the 12-month minimum period, a formal termination notice must be issued at least three months prior to the renewal date. If no such notice is forthcoming, the contract will automatically renew for the 12-month minimum period, under these terms and conditions.
9.6. Should the Customer wish to migrate his service to another provider the Company may agree, for a price, to assist the customer to change to another internet service provider, and that you will set up and maintain for a limited period systems to forward communications to the new web site. This will be expressly agreed at the time such service is requested.
10. ASSIGNMENT
10.1. The Company shall be entitled to assign this agreement either in whole or in part. The Customer shall not assign, re-sell, transfer or sub-lease the Services or his/her rights under these terms and conditions. Breach of this restriction in any way, whether successful or not, will result in the Customer’s account being terminated.
11. PERSONAL DATA
11.1. The Company and/or its assignees reserves the right to hold the names and other information from the Registration Form relating to Customers in a computerised directory for internal use only, unless specific written instructions are received from the Customer regarding other usage.
12. FORCE MAJEURE
12.1. The Company shall not be liable to the Customer for any failure of performance thereunder which is due to an Act of God, accident, fire, lockout, strike or other official labour dispute, nor a civil commotion, failure of technical facilities not within reasonable control of that party, enactment, rule or order or act of Government or other act or event beyond the reasonable control of the Company. Should any event of force Majeure continue for more than 90 days then either party shall be entitled to terminate this agreement forthwith.
13. GENERAL
13.1. This agreement constitutes the entire agreement between the Parties and supersedes any prior agreement whether written or oral.
13.2. This agreement shall be governed by and construed in all respects in accordance with the laws of England and Wales and the parties submit to the jurisdiction of the Courts of England and Wales. In the event that this agreement is translated into any other language, the English language version shall prevail.
13.3. If any of the provisions or clauses or sub-clauses of this agreement is held not to be valid but would be valid if parts of the wording were deleted or modified, then that term shall apply with such deletion or modification as may be necessary to make it enforceable.
13.4. Expressions in the singular include the plural and the masculine include the feminine and vice versa.
13.5. Any dispute arising under or in connection with these Terms or the provision of the Specified Service shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the British Computer Society.
14. WAIVER
14.1. Failure by the Company to exercise any of its rights hereunder shall not amount to a waiver of any such right, or operate so as to bar the exercise of enforcement at any time or times hereafter.
15. NOTICES
15.1. Any notice to be served by the Company on the Customer shall be deemed to have been duly served if sent by e-mail or first class post in a prepaid envelope to the Customer at his last known address.
15.2. Any notice to be served on the Company shall be served by sending the same first class in a prepaid envelope to the Company’s main address, or may be sent by e-mail. The Company’s acceptance of such notice will also be submitted in writing, stating the day, month and year of service termination / disconnection.
15.3. Any notice served by first class mail shall be deemed to have been served five days after posting, and any notice served by e-mail shall be deemed served 24 hours after sending.
16. RIGHTS OF THIRD PARTIES
The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement and no person other than the parties to this agreement shall have any rights under it, nor shall it be enforceable under that Act by any person other than the parties to it.