Definitions and Interpretation

TERMS OF SERVICE

Where the context admits: “We”, “Us” & “Our” includes SS Computer Services Ltd of: Suite C, Aqueous 3, Euro Innovation Centre, Aston, B6 5RQ or any party acting on SS Computer Services Ltd.’s implicit instructions.

“The Client” & “The Client’s” includes the person purchasing the Services or any party acting on the customer’s instructions. Under this Agreement We provide Internet connectivity services (the “Bandwidth”), the equipment (the “Server”), the availability of space to store and operate such equipment (the “Space”) and the licensing of software (the “Software”), together comprising the dedicated server package under this Agreement (together, the “Services”). The relationship entered into between The Client and Us is governed by these following terms, which shall apply during, and where necessary after, the period of the commercial relationship between The Client and Us

1. Server Hardware

1.1. We will be the owner of the Server.
1.2. The Server shall be installed and operated in the Space by Us. The Client will have no right of physical access to the Server or the Space.
1.3. The Client acknowledges that, We cannot guarantee that the Server will be free from defects. Nor can We guarantee that it will operate uninterrupted or without failure. We shall use our reasonable endeavours to make available to The Client at all times the Services but We shall not, in any event, be liable for interruptions of service or down-time of the Server and We shall be under no liability for non-receipt or misrouting of email or for any other failure of email.
1.4. Should We become aware of a Server fault, We will repair the Server or provide an equivalent Server as a replacement as soon as practicably possible.
1.5. Any replacement Server will be provided in the default configuration as the Server was originally supplied. We do not warrant that any data, content or settings present on the original Server will be transferred to the replacement

2. Network Connectivity & Bandwidth

2.1. We will provide a means for The Client to monitor the data usage of the Server. The Client accepts that if the Server exceeds its data quota in any billing period, We will charge The Client for the additional data transfer at our standard rate.
2.2. Any access to other networks through the Services must comply with the rules appropriate for those other networks.
2.3. We may assign to the Server on a temporary basis a number of Internet Protocol Addresses (“IP Addresses”) from the address space assigned to Us by the RIPE. The Client acknowledge that the IP Addresses are the sole property of SS Computer Services Ltd, and are assigned

to The Client as part of the Services, and agree that The Client will have no right to IP Addresses upon termination of this Agreement. We reserve the right to change the IP Address assignments at any time.
2.4. We make no representation and give no warranty as to the accuracy or quality of information received by any person via the Services.

3. Software

3.1. We grant The Client a non-transferable, nonexclusive license to use the Software, in object code form only, for The Client internal needs, solely on the Hardware provided, and in conjunction with the Services.
3.2. The Client agrees that they will not:
3.2.1. Copy the Software.
3.2.2. Reverse engineer, decompile, disassemble or otherwise attempt to derive source code from the Software.
3.2.3. Sell, lease, license, transfer or sublicense the Software or the documentation.
3.2.4. Write or develop any derivative or other software programs, based, in whole or in part, upon the Software.
3.3. This Agreement transfers to The Client neither title nor any intellectual property rights to the Software, documentation, or any copyrights, patents or trademarks, embodied or used in connection therewith, except for the limited license to use in Section 3.1.
3.4. Any third party software is supplied to The Client on the basis of the relevant third party’s license terms with which The Client agree to comply.
3.5. We will use Our reasonable endeavours to check the Software for the most commonly known viruses prior to delivery to The Client.

3.6. The Client acknowledges that software in general is not error-free, and agrees that the existence of such errors will not constitute a breach of this Agreement.

4. Support & Management Services

4.1. We will install the Software detailed in the product specification onto the Hardware in our standard configuration free of additional charge.
4.2. We will endeavour to apply security patches or take mitigating action such as blocking certain network traffic to maintain the integrity of the Server when We are made aware of a security vulnerability in Software installed as standard which We deem a threat considering the intended use of the Services for web site hosting, however We do not warrant that the Software will be free from defects or vulnerabilities nor that the Server will be free from unauthorised users or hackers.
4.3. We are not obliged to install onto the Server any additional software for The Client or modify the configuration of existing software from its default. The Client acknowledges that should We agree to do so, a charge may be made to cover employee time.
4.4. We provide technical support relating to the Server and Software physically functioning. We do not offer technical support for application specific issues such as CGI programming, HTML or any other such issue.
4.5. We do not provide technical support for The Client’s customers.
4.6. Our obligation to provide support and management services will not extend to:
4.6.1. Software or systems not installed as standard by

Us.

4.6.2. Software or systems configured or modified by The Client other than through the provided web based control panel.
4.6.3. Correction of faults arising from The Client’s failure to comply with instructions or recommendations provided by Us directly or through documentation and manuals.
4.6.4. Rectification of lost or corrupted data.
4.7. We may at any time and from time to time improve, correct or otherwise modify all or any of the Services (including substituting Software and/or Server with software or equipment of similar specification) provided that such modification does not materially affect provision of the Services to  The Client. We will endeavour to give The Client reasonable notice of any such modification, where this is reasonably practicable.

5. Data Backup

5.1. In the event that The Client purchases a data backup product We will endeavour to make backups of the data stored on the Server and make them available to The Client in accordance with the specification of the data backup product.

6. Use Of The Services

6.1. The Client shall keep secure any identification, password and other confidential information relating to The Client’s account or the Services and shall notify Us immediately of any known or suspected unauthorised use of the Services or breach of security, including but not limited to loss, theft or unauthorised disclosure of The Client’s password or other security information.
6.2. The Client shall observe the procedures which We may from time to time prescribe and shall make no use of the Services which is detrimental to Our other customers.
6.2. The Client is solely responsible for the content of any postings, data or transmissions using the Services or any other use of the Services by The Client or by any person or entity.
6.3. The Client represent, undertake and warrant to Us that they will not use the Services for illegal, disruptive or objectionable purposes. In particular, The Client represent, warrant and undertake to Us that.
6.3.1. The Client will not use the Services in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will The Client authorise or permit any other person to do so.
6.3.2. The Client will not upload, post, link to or transmit:
6.3.2.1. any material which is unlawful, threatening, abusive, malicious, defamatory, obscene, blasphemous, profane or otherwise objectionable in any way.
6.3.2.2. any material containing a virus or other hostile computer program.
6.3.2.3. any material which constitutes, or encourages the commission of, a criminal offence or which infringes any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction.
6.3.3. All email sent using the Services, or which refers to content hosted on the Services will be in accordance with applicable legislation (including data protection and electronic communications legislation).
6.3.4. The Client will not use the Services in any manner which interferes with, or disrupts, other network users, services or equipment including, without limitation, unsolicited advertising or chain letters, inappropriate news group or forum posts, wrongly impersonating another user and falsifying one’s network identity.
6.3.5. The Client will not use the Services to make or attempt to make unauthorised entry to any other machine accessible location, via the network.
6.4. If We have reasonable grounds to believe that The Client are or have been utilising the Services for any such illegal, disruptive or objectionable purpose, We may immediately, without prior notice to The Client:
6.4.1. Suspend the Services.
6.4.2. Terminate this Agreement.
6.4.3. Amend, remove from the Server or prevent access to the offending material or content.
6.5. The Client shall defend, indemnify and hold harmless Us from and against all liabilities and costs (including reasonable solicitor’s fees and litigation expenses) from any and all claims by any entity arising out of The Client’s use of the Services, including those without consent.

7. Service Level Guarantees

7.1. The Service Level Guarantees hereinafter referred to as the SLA sets out our aims with regard to the level of service provided.
7.2. Our failure to meet an aim set out in the SLA will not constitute a breach of this contract.
7.3. For the purpose of the ‘Network Uptime’ aim, network down-time is defined as 90% packet loss occurring in the transmission of data from The Client’s Server hosted in our data centre to the Internet backbone. Events which do not constitute network down-time include but are not limited to:
7.3.1. A problem in The Client’s access provider’s network or that of their upstream providers which prevents The Client from accessing the SS Computer Services Ltd network.
7.3.2. A problem with The Client’s Server’s hardware or software which renders it or an application or service on it inoperable.
7.3.3. The period during which network protocols such as STP, OSPF and BGP are re-converging after an equipment or link failure.
7.4. In the event that The Client wishes to make a claim for a service credit in accordance with the SLA, The Client will notify Us including full details of and the time at which the incident occurred within 7 days of the incident to which the claim relates occurring.
7.5. We reserve the right to determine whether any service credit is due.
7.6. Should We determine that a service credit is due, it will be provided in the form of additional days of service up to a maximum of 30 days in any 30 day period. Only charges for the basic Server rental will be waived as a result of a service credit under the SLA.

8. Payment

8.1. All charges payable by The Client for the Services shall be in accordance with the scale of charges and rates published from time to time by Us on our web site, errors and omissions accepted and shall be due and payable in advance of provision of the Services.
8.2. Payment is due in advance at the start of each month.
8.3. A late fee of one and one-half per cent (1.5%) may be charged on any balance more than thirty (30) days past due.
8.4. Without prejudice to our other rights and remedies under this Agreement, if any sum payable is not paid on or before the due date, We shall be entitled but not obliged forthwith to suspend the provision of Services to The Client.

9. Renewal, Termination And Refunds

9.1. We shall be entitled to suspend the Services and/or terminate this Agreement forthwith without notice to The Client If The Client:
9.1.1. fail to pay any sums due to Us as they fall due.
9.1.2. break any of these terms and conditions.
9.1.3. are a company and The Client go into liquidation or suffer the appointment of an administrator or administrative receiver or enter into a voluntary arrangement with The Client creditors.
9.2. Our employees have every right and expectation to work in an atmosphere free of abuse, intimidation and harassment from our clients. Therefore, abuse towards our staff in the form of verbal or written abuse (including abuse via email, ticket system or LiveChat) or anything else that we deem to be offensive may result in cancellation of The Client’s account with immediate effect and without compensation or refund for lost periods of service.
9.3. No refunds will be made under any circumstances for Services suspended in accordance with 9.1 and 9.2.
9.4. Without prejudice to Our other rights and remedies, We may at Our sole discretion suspend the provision of the whole or any part of the Services (temporarily or permanently) and will have no liability to provide the Services on the occurrence of any of the following events:
9.4.1. Notified or unscheduled upgrade or maintenance of Our IT systems.
9.4.2. Issue by any competent authority of an order which is binding on Us which affects the Services.
9.4.3. We deem at our sole discretion that the network or system resources used by The Client in relation to the Services warrants suspension to protect the services provided by Us to all or any of Our other customers.
9.5 In the event that The Client wishes to terminate this agreement after the initial contract period, a written notice of intent to terminate must be delivered by The Client to SS Computer Services Ltd 30 days prior to the contract end date.
9.6 The agreement will be automatically renewed if a written notice of intent to terminate  is not received as stipulated  in clause 9.5 above.
9.7. On termination of this Agreement or suspension of the Services We shall be entitled immediately to stop access to The Client Server and to remove all data located on the Server.

10. Indemnity

10.1. The Client shall indemnify Us and keep Us indemnified and hold Us harmless from and against any breach by The Client of these terms of business and any claim brought against Us by a third party resulting from the provision of Services

by Us to The Client and The Client’s use of the Services (including use without The Client’s consent) including without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable legal costs and expenses), howsoever suffered or incurred by Us in consequences of The Client’s breach or non-observance of any of the terms of this Agreement.

11. Limitation of Liability

11.1. All conditions, terms, representations and warranties relating to the Services supplied under this Agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded to the extent applicable under UK law, subject always to sub clause
11.2. Nothing in these terms and conditions shall exclude our liability for death or personal injury resulting from our negligence.
11.3. Our total aggregate liability to The Client for any claim in contract, tort, negligence or otherwise arising out of or in connection with the provision of the Services shall be limited to the total charges due by The Client in respect of the Services which are the subject of any such claim.
11.4. In any event no claim shall be brought unless The Client have notified Us of the claim within one month of it arising.
11.5. In no event shall We be liable to The Client for any loss of business, contracts, profits or anticipated savings or for any other indirect or consequential or economic loss whatsoever.

12. Force Majeure

12.1. We shall have no liability to You in respect of anything which, apart from this provision, may constitute a breach of this Agreement arising by reason of force majeure which means, circumstances beyond our reasonable control including acts of God, acts of any governmental or supra-national authority, war or national emergency, riots, civil commotion, fire, unauthorised use or access to the IT systems, explosion, flood, epidemic, strikes and other industrial disputes (in each case, whether or not relating to Our workforce), restraints or delays affecting shipping or carriers, inability or delay in obtaining supplies of adequate or suitable materials and currency restrictions.

13. Headings

13.1. Headings are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.

14. Entire Agreement

14.1. These terms and conditions together with any documents expressly referred to in them, contain the entire Agreement between Us relating to the subject matter covered and supersede any previous Agreements, arrangements, undertakings or proposals, written or oral: between Us in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. In agreeing to these terms and conditions, The Client confirms that they have not relied on any representation other than those expressly stated in these terms and conditions and The Client agree that The Client shall have no remedy in respect of any misrepresentation which has not been made expressly in this Agreement.