This Agreement sets out the Terms and Conditions under which isev Limited will provide Services to the Client (as such terms are defined below). These Terms and Conditions should be read in conjunction with the Acceptable Use Policy (AUP) which can be viewed below or on our website here: https://www.isev.co.uk/terms/acceptable-use-policy/
To the extent that the Client is deemed to be a consumer (as defined by the Unfair Contract Terms Act 1977) then these Terms and Conditions will not affect the rights of the Client as a consumer and will apply to the extent that applicable law allows.
By logging into your account or conducting business with isev you are deemed to have accepted these Terms and Conditions and the Acceptable Use Policy.
In these Terms and Conditions the following words and phrases shall have the following meanings;
‘Acceptable Use Policies’ means the policies set out on the Company’s Web Site relating to the use of the services, as modified or amended from time to time;
‘Account’ means the Customer’s account with the Company for provision of the services;
‘Business User’ means a Customer who uses the services and/or equipment in the course of any trade or business;
‘Charges’ means the charges payable by the Customer in return for the services and/or equipment in accordance with Clause 8;
‘Chargeable Day’ means one person working on a calendar day for up to seven and a half hours (7.5 hours);
‘Client’ the entity which enters into a contract with isev Limited
‘Code’ the programming language used to write the website or application.
‘Colocation’ means the accommodation of customer equipment at a isev Limited operated including ‘Colocated Equipment’ is the equipment so accommodated and ‘Colocation Space’ is the place where the Colocated Equipment is accommodated;
‘Company’ means isev Limited, Unit 6, Stafford Park 12, Telford, TF3 3BJ
‘Company’s Web site’ means the Web site at http://www.isev.co.uk/, and references to ‘our Web site’ shall be construed accordingly.
‘Customer’ means the person, group of persons or other entity whose name and address is or are set out in the Quote Form;
‘Direct Customer’ means a person or entity billed by isev Limited;
‘Development work’ means the code and design work to create/complete/manage a the Work;
‘End User’ means the person or entity receiving the benefit of the service. End User and Customer are interchangeable terms when the customer is a Direct Customer;
‘Equipment’ means the equipment specified on the Quote Form;
‘Insolvency’ means in relation to the Customer any of the following (as relevant): the appointment of any nominee, trustee, supervisor, administrator, administrative receiver, receiver or liquidator pursuant to the Insolvency Act 1986 (as modified, amended or replaced from time to time); or the entry into any compromise or arrangement with its creditors or if it commits any act of bankruptcy; or if an order is made or effective resolution is passed for its winding up (except for the purposes of amalgamation or reconstruction of a solvent company); or the occurrence or sufferance of anything equivalent under any jurisdiction other than England or Wales and ‘Insolvent’ shall be construed accordingly;
‘IP Address’ (Internet Protocol Address) means such sequence of alpha numeric or numeric only characters as are used from time to time by the Customer to identify himself and or his computer or computers to other users of other computers to which the Company is from time to time connecting or otherwise forwarding data to and from the Customer;
isev Limited, Unit 6, Stafford Park 12, Telford, TF3 3BJ trading as isev having its principal place of business at isev Limited, Unit 6, Stafford Park 12, Telford, TF3 3BJ, aforesaid. ‘Law’ means the law of England, in force from time to time, and shall include (without prejudice to generality of the foregoing) all criminal law, laws relating to intellectual property and all laws, rules and/or regulations relating to the publication or transmission of information or data in electronic form. References to ‘Law’ shall be construed accordingly; ‘Location’ means the point of delivery of service;
‘Link, Hyperlink’ – a ‘clickable’ link embedded on a web page which may take the form of a graphic or text.
‘Minimum Cancellation Notice Period’ means the minimum period of notice that a Customer must give the Company to terminate a specific Service or this Agreement.
‘Minimum Service Period’ means the minimum Service Period as set out in Clauses 3.2 and 3.3 or the Specific Terms and Conditions;
‘Name’ means any name specifically requested by or allocated to the Customer for the provision of the Services and includes any User Name, Internet domain name or electronic mailbox name;
‘Network Connection’ means an Internet access service for use by multiple machines;
‘Quote Form’ means the Quote Form or written agreement for the supply by the Company of the Equipment and/or Services, completed and agreed by the Customer and isev Limited;
‘Password’ means a password issued to the Customer for the Customer’s access to the Services;
‘Price List’ means the Company’s price list relating to the Equipment and/or Services set out on its Web site, as amended from time to time;
‘Search Engine’ – a website which contains a directory of websites on the Internet enabling users to find websites by subject matter classification.
‘Service Period’ means the period of an individual Service provided in accordance with thisqq Agreement;
‘Service’ means a service provided by the Company as specified on the Quote Form, and described in the Company’s literature at the date of completion of the Quote Form together with all services and/or facilities referred to in any Specific Terms and Conditions; All references to ‘Services’ shall be construed accordingly;
‘Specification’ means a detailed written specification of the Services to be provided to the Customer under the Agreement;
‘Specific Terms and Conditions’ means the Company’s specific terms and conditions (if any) applicable to any part of the Services referred to on the Quote Form;
‘us’ or ‘we’ means the Company, and references to ‘our’ shall be construed accordingly;
‘the Work’ – the subject matter of the contract or Quote Form between the Client and isev Limited which may include development work.
‘UCE’ (unsolicited commercial e-mail) is a legal term used to describe an electronic promotional message sent to a consumer without the consumer’s prior request or consent, and more commonly know as ‘SPAM’;
‘User Name’ means any user name allocated to the Customer for access to the Services;
‘Website’ – a collection of web pages and associated code which forms an integrated presence.
‘you’ means the Customer, and references to ‘your’ shall be construed accordingly;
2.1 We shall provide you with the Services and/or the Equipment subject to the terms of this Agreement.
2.2 You can place your order for Equipment and/or Services by:
2.3 We shall not be obliged to provide the Services and/or Equipment to you unless and until we have received any initial Charges due from you in respect of the Services and/or Equipment.
Acceptance of the services and/or Equipment by you constitutes your automatic acceptance of the terms and conditions of this agreement.
2.4 We will provide you with transit and routing services for web traffic and e-mail. We will (in consideration of the Charges) deliver IP packets to the Customer network boundary only and will not be, or be held responsible for, the transit, routing and delivery of IP packets to individual workstations on the Customer network.
2.5 We will endeavour to ensure that the Services are of a high quality. In order to maintain the quality and safety of the services, and any other services which we provide to our customers, we may from time to time:
2.6 We may make software available to you that enables you to use the Services. This software must not be copied or modified by you or anyone else unless allowed by Law. You undertake and agree that you will access the Services only via use of this software, or in an alternative way permitted by us, and you will not attempt to circumvent any security measures inherent in the Services. Where such software is owned by or licensed to us, we will, where possible, grant you a revocable, non-transferable, non-assignable, non-exclusive license to use it for the duration of the Agreement (or, if shorter the duration of any licence of the software to us). Where the use of such software by you requires you to enter a separate licence you agree to do so.
2.7 For bespoke services the Company and Customer shall produce and agree the Specification of Services.
2.8 For bespoke services the Company and Customer each agree to dedicate the necessary resources and use all reasonable commercial efforts to meet their respective deadlines set forth in the Specification. Any delay or adjustment in the Specification caused by the Customer’s delay shall be the responsibility of the Customer and the Customer will pay the Company for all costs for wasted time or rescheduling of booked resources at the Company’s standard daily rates plus expenses.
2.9 Once isev Limited has received full payment of all outstanding invoices and the Work has been approved by the Client in accordance with Clause 21.3 hereof, the Client will be granted a licence to use the Website and its contents.
2.10 Performance Dates. The number of Chargeable Days estimated to be required to complete the Services as set out in the Quote Form shall be reviewed following finalisation of the Specification and is based upon the following assumptions:
3.1 We will activate the Services, as soon as possible following completion of the matters referred to in Clause 2.3 above.
3.2 Subject to Clause 3.3 or where otherwise specified in the Specific Terms and Conditions, and except where terminated or suspended in accordance with this Agreement, the Services will be provided for a Minimum Service Period of 30 days from the date of activation.
3.3 Unless otherwise terminated or suspended in accordance with this Agreement or amended in the contract of supply, the following Services shall be provided for a Minimum Service Period of 12 months from the date of activation:
The following services shall be provided for a Minimum Service Period of 12 months from the date of activation:
Domain name registrations
3.4 On expiry of the periods referred to at Clauses 3.2 or 3.3 above (as appropriate) the services will, unless terminated on or before the date of such expiry, automatically renew until terminated pursuant to this Agreement.
4.1 We aim to provide the Services for the relevant Service Period. However, we may have to modify, suspend, vary or discontinue the whole or any part of the Services (including, without limitation, any codes or access details or technical specifications associated with the services) and will endeavour to give you as much notice as is reasonably practicable if we need to do so.
4.2 We may have to change the terms and conditions of the Agreement. Where this is necessary we will publish details of all changes on http://www.isev.co.uk/ before they take effect.
4.3 We will endeavour to let you know about any change referred to in Clause 4.2 at least one month before it happens. However, if we need to make changes, as soon as possible, for regulatory or legal reasons, we may be unable to meet that timescale. In those circumstances, we will let you know about any changes as soon as we can.
4.4 If we have made a change to your significant disadvantage and you decide to terminate this Agreement early, you will not have to pay Charges in relation to the Services, for the remainder of the Minimum Cancellation Notice Period.
5.1 You agree that you will promptly provide us with all information that we may reasonably require in order to provide the Services and perform all of our other obligations under this agreement.
5.2 You agree that you will be responsible for all use of the Services and (unless, we have agreed to supply it as part of the Equipment) for providing a computer, modem, and all additional equipment and/or services (including, without limitation, a telephone line, if required), and for obtaining any permits and/or licences which are necessary for connecting to, and accessing, the Services. You agree that you are responsible for complying with all terms and conditions (including, without limitation, terms of payment) relating to any telecommunications service which is required by you to access the Services.
5.3 You are responsible for ensuring that the Services and/or Equipment are used in accordance with the Agreement. If you breach the Agreement we may, in our sole discretion, either:
5.4 If, while using the Services, you discover that another person is using the Services, and failing to do so in accordance with the Agreement, you must inform us immediately.
5.5 You agree that you will, at all times and for whatever purpose, use the Services and/or the equipment in compliance with all Laws.
5.6 In addition to Clause 5.5, you agree that you will not use, and will take all necessary precautions to ensure that nobody else uses, the Services and/or the Equipment:
5.7 You may use the Services to link to other networks world-wide, provided that you comply, at all times, with any policies and/or terms and conditions imposed by the operators of such other networks.
5.8 You agree that you will not perform or allow anyone else to perform any unauthorised IP or Port multicasting, spoofing, broadcasting, vectoring, filtering translation or routing.
5.9 You agree to:
5.10 You agree that you will notify us immediately if you become aware of any change in circumstances which may lead you to believe that your User Name(s) and/or Password(s) have become known to anyone else.
5.11 You agree that we may, from time to time, and, where possible, on giving you reasonable notice, suspend and/or change your User Name(s) and/or Password(s) and/or IP Address(s). You also agree that you will not change or attempt to change your User Name at any time.
5.12 Any managed hardware, and/or routers, which you purchase from us, will be tested by us and configured to meet your basic network and Internet specifications. We cannot support any alterations to the configuration of such equipment and any such alterations will invalidate our support obligation (if any) relating to such Equipment.
5.13 Title to any Equipment which we have agreed to sell to you will remain with us unless and until you have paid all sums due to us in respect of such Equipment.
5.14 Any fault with the Services and/or the Equipment, which you detect must be reported to us as soon as possible either:
5.15 You agree that we may, at any time, scan any IP addresses or website space allocated to you for anything which may affect the security of the Services (including open source software, open relays and/or open proxies or equivalent).
5.16 If, as part of the Services, you are provided with Web space to enable you to upload your own Web sites:
6.1 In the event that we provide you with domain name services, the following provisions will apply:
6.2 You agree that all static IP addresses are allocated to you on a rental only basis and will remain our property at all times.
6.3 When registering a domain with isev Limited you automatically ask us to point it at our designated IP / Internet address and we charge you for doing so. This fee is included in the cost of the domain registration.
6.4 By registering a name you agree to keep isev Limited and its partners fully and effectively indemnified at all times and indemnify isev Limited and its partners accordingly against all costs, claims, liabilities actions and expenses arising directly or indirectly through your choice and use of the domain name or by any breach by you of your obligations contained herein.
6.5 You may register a domain name on behalf of somebody else (if you are an Internet Service Provider for example) and you may charge them what you like for your services. If you register a name without the permission and the knowledge of its final user and then sell it to them, you do so without our knowledge or consent. Breach of this term will result in cancellation of the registration.
6.5.1 If you register a domain name on behalf of somebody else (a client for example) and you are registered on our database as a billing contact, isev Limited will first seek payment from you, but if you do not pay the fees for whatever reason isev Limited will have the right to recover the fees from the client.
6.6 The initial registration is for two years from the date of application for registration. Thereafter, you may renew the registration through isev Limited for a further period of two years for .uk domains and either one or two years for a US domain. (.com / .net).
6.7 You may surrender the registration of the domain name by notice in writing to isev Limited, Unit 6, Stafford Park 12, Telford, TF3 3BJ.
6.8 Once the domain name and your full details have been entered in the database no refund will be payable by isev Limited.
6.9 Domain names are registered on a first come, first served basis whether or not isev Limited has domain name service entries on the database or whether isev Limited has received payment for the name.
6.10 There is no guarantee that a domain name applied for has been entered on isev Limited. database until you receive confirmation of registration. You are advised not to take any action in respect of the registration of the domain name before you have received confirmation.
6.11 Acceptance of names is at the discretion of isev Limited. isev Limited will not accept a name for delegation if: a) it has previously been registered b) we believe that you may not have the right to use the name c) we believe that the domain name may cause offence or may be used for illegal purposes.
6.12 Once you have submitted a domain registration or we have registered a domain on your behalf, you are liable for the full fees for the registered period (1 year mnimum for .uk domains and 1 year minimum for US domains) and any costs we incur recovering any outstanding fees, regardless of whether you keep or delete the name.
6.13 isev Limited may cancel the registration or suspend the delegation of the domain name in exceptional circumstances by notice in writing to you. Exceptional circumstances include: where to maintain the registration would put isev Limited in conflict with statutory obligation or the terms of a Court Order, or where the registration or use of the domain name conflicts with isev Limited. rules for its domains and sub-domains in force from time to time.
6.14 It is agreed that isev Limited will not allow transfer of a domain, re-point DNS or move the TAG to another party, until all registration, hosting and administration fees are paid in full. It is agreed that in the event of an unpaid invoice or outstanding balance for any service provided by isev Limited or a isev Limited employee, isev Limited has the right to suspend or remove any or all domains associated with you or your company from isev Limited DNS or servers. Furthermore, in the event of suspension or cancellation of service it is agreed that you will indemnify isev Limited and any of its employees from any damages or loss of consequential business.
6.15 In the event that you wish to transfer a domain to another service provider or TAG holder, you can do this instantaneously and free of charge using your Domain Control Panel so long as terms set out in clause 14 have been met. If you require isev Limited to transfer a domain on your behalf, not using your control panel, we charge a small administration fee to perform the manual transfer. The charge is between £15 and £25 (plus VAT at it’s standard rate) depending on the work involved. We will endeavour to process all transfers within 24 hours.
6.16 Internet domain names are registered and/or provided to you in accordance with all terms and conditions issued by the regulatory body responsible for the maintenance of such domain names. The Client is bound by the terms and conditions of the Naming authority which are located here:
Including, but not limited to, Nominet, Network Solutions and OpenSRS, copies of whose terms and conditions are available at:
7.1 If, in our opinion, the display of any material or information, provided by you, is or would be in breach of any rights (including intellectual property rights) in that material or information, we may refuse or terminate such display.
7.2 You agree that, all copying, redistribution or publication of any material or information subject to any rights (including intellectual property rights) of a third party will be carried out by you (or on your behalf) in accordance with all relevant laws.
7.3 Licence. The Company grants to the Customer a perpetual, royalty-free, non-exclusive, non-sublicensable and non-transferable licence to use to use the Services at the Customer’s site set out in the Quote Form for the term of the Agreement and subject to the restrictions set forth in the Agreement, solely for the Customer’s internal purposes. The licence granted hereunder does not entitle the Customer to receive any updates, modifications, or new releases to the deliverables or software.
7.4 Rights Reserved. The Company reserves any and all of its copyright, trade marks, trade names, patents and other intellectual property rights created, developed, subsisting or used in or in connection with any deliverables, software, Services or the Specification which are the sole property of the Company.
7.5 Restrictions. The Customer shall not transfer its licence nor sublicense the deliverables or the software, except where permitted pursuant to the terms of the Agreement. The Customer shall not (and shall not allow any third party to):
7.6 Customer shall not disassemble, decompile, or otherwise reverse engineer the Services provided however, that in the case of decompilation, Customer may incidentally decompile the Services only if it is essential so to do in order to achieve interoperability of the Services with another software program (‘Permitted Purpose’) and provided the information obtained by the Customer during such decompilation is only used for the Permitted Purpose and is not disclosed or communicated to any third party to whom it is not necessary to disclose or communicate such information without the Company prior written consent and is not used to create any software which is substantially similar to the Services nor used in any manner which would be restricted by copyright.
7.7 Offers, Proposals and Specifications. Offers, proposals and specifications or any other documents made by isev Limited to potential clients should be treated as trade secrets and remain the property of isev Limited. Such offers and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorisation from isev Limited. This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.
7.8 Warranty by Client as to Ownership of Intellectual Property Rights. The Client will obtain all the necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trademarks or any other material it supplies to isev Limited for inclusion on the Work. The conclusion of a contract or an Quote Form between isev Limited and the Client shall be regarded as a guarantee by the Client to isev Limited that all such permissions and authorities have been obtained and that the inclusion of such material on the Work would not constitute a criminal offence or civil delict. By agreeing to these terms and conditions, the Client removes the legal responsibility of isev Limited and indemnifies the same from any claims or legal actions however related to the content of the Client’s site.
7.9 Any code that is not freely accessible to third parties and not in the public domain, and to which isev Limited or their suppliers owns the copyright, may not be copied, published, distributed or passed to any third parties in any form without prior written consent from isev Limited. Any code written by isev Limited remains the Intellectual Property of isev Limited. If the Client requires the code of the website this may be provided in an encrypted format to protect isev Limited. Intellectual Property. The Client agrees that they shall not disassemble, decompile, or otherwise reverse engineer the encrypted code created or provided by isev Limited. Unless previously agreed otherwise in writing, no modifications may be made by the Client or any third party to code to which isev Limited or their suppliers owns the copyright. isev Limited acknowledges the intellectual property rights of the Client. Information passed in written form to isev Limited, and that the Client has indicated is confidential or a trade secret, will not be published or made available in any other way to third parties without the prior written consent of the Client.
8.1 All Charges and other sums due from you in respect of the Services and/or Equipment shall be set out in the Quote Form and/or the invoice relating to such equipment and/or Services.
8.2 You shall pay the Charges (without any set off or deduction of any kind) on either a monthly, quarterly or annual basis as stated in the Quote Form and/or the Price List and/or the invoice referred to at Clause 8.1 above.
8.3 The Company reserves the right to vary from time to time all charges with one month’s notice to the Customer and any variation shall take effect on the contract renewal date or the anniversary of the contract commencement date.
8.4 Itemised details of excess usage of bandwidth and any other relevant charges may be made available to the Customer if ordered in advance and the Company reserves the right to make an additional charge for this Service.
8.5 All payments shall be due to the Company on presentation of invoice or as stated on the Quote Form and payments shall be sent to the Company’s main office or at such other address as may from time to time be specified by the Company in writing
8.6 All amounts payable by you in accordance with the Agreement shall be exclusive of Value Added Tax (‘VAT’), or any other applicable tax or duty, which shall be payable in addition to all such amounts due from you.
8.7 Where you are a Business User, with a 30 day credit account, we will send you a VAT invoice following completion of the provision of the Services. Where you are a Business User with no credit facility, a payment receipt will be sent to you upon your written request.
8.8 You agree that you will notify us as soon as possible of any change in your credit/debit card or bank account details. Should you terminate the Services in accordance with this with Agreement, it is your responsibility to terminate any standing order with your bank.
8.9 If you use the Services and/or Equipment otherwise than in the course of a business, trade, profession or occupation, we may increase the amount payable by you for Services and/or Equipment by giving you one month’s notice in writing. If you are a Business User, we may increase the amount payable by you for any Services and/or equipment by giving you 30 days notice in writing.
8.10 The Company reserves the right to charge interest on late payments at the rate of 9% in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
9.1 You agree that, in view of their nature, your use of the Services is at your sole risk. Whilst we will endeavour to ensure that the Services are of a high quality, neither we nor any of our agents, contractors, licensees, employees or information providers involved in providing the Services, give any guarantee that the Services will be uninterrupted or free from error. Where necessary for commercial, technical or other reasons:
9.2 You agree that any such suspension or termination referred to above will not constitute a breach by us of the Agreement and that the Services are provided on an ‘as is’ basis without guarantee of any kind.
9.3 You further agree that we will not be held liable for any costs, expenses, losses, damages or other liabilities (howsoever arising) which you may incur as a result of a suspension of the Services in accordance with Clause 2.5(a) above.
9.4 You acknowledge that the Internet is separate from the Services and that use of the Internet is at your own risk and subject to any applicable Laws. We have no responsibility for any goods, services, information, software, or other materials which you may obtain from a third party when using the Internet.
9.5 You also acknowledge that we may exercise editorial control over the content of our servers, but that we do not have the resources to ensure, nor are we capable of checking, the full content of our servers at all times. Neither we, nor any of our agents, contractors, licensees, employees and information providers, involved in providing the Services, are able to control the content of the Internet. You, therefore, agree that we shall not be held responsible for the publication, transmission or reception of any defamatory material or information of any kind, other than information which is inserted by us. You specifically acknowledge that we have given no warranties as to the quality, content or accuracy of information received through, or as a result of the use of, the Services.
9.6 You agree and acknowledge:
9.7 In no circumstances whatsoever will we be liable to you (whether in contract, or for breach of duty, or negligence or otherwise) for any indirect, incidental or special loss or damage or any loss of business or of contracts, profit, opportunity, goodwill, reputation, or anticipated savings, or for any loss or corruption of data which arises out of or in connection with any use of, or inability to use, the Services and/or the Equipment.
9.8 In any event:
9.9 Nothing in this Agreement will limit our liability under Part I of the Consumer Protection Act 1987 or for death or personal injury caused by our negligence.
10.1 You agree that you will be responsible for and hold us and our agents, contractors, licensees, employees and information providers, involved in providing the Services and/or Equipment, harmless from and against any and all losses, claims, damages, costs, demands, expenses and other liabilities which we suffer as a result of any breach by you of the terms of this Agreement, and from and against any claim brought by a third party alleging that the use of the Services and/or the Equipment, by you or under your Account, has infringed any intellectual property or other right of any kind, or any applicable legislation or regulation (whether international or domestic) but excluding any liability which we face as a result of criminal prosecution.
10.2 You agree to pay all costs, damages, awards, fees (including legal fees), judgements and other sums awarded against, or agreed to be paid by, us in relation to such claims referred to at Clause 10.1 above. You further agree that you will, as soon as possible, notify us of, and forward to us all correspondence received by you in relation to, such claims.
10.3 You also agree that we shall have full authority to defend, compromise or settle such claims referred to at Clause 10.2 above, and that you will, at your expense, provide us with all reasonable assistance necessary to defend such claims.
10.4 You agree that the configuration of your internal network remains your responsibility. Any interruption to the Services resulting from such configuration shall not be regarded as an interruption in or suspension of the provision by us of the Services.
10.5 You agree that any equipment connected to or used with the Services will bear the European Consumer Equipment Standards ‘CE’ mark. You will be responsible for ensuring that all such equipment is technically compatible with the Services and is used in compliance with all relevant instructions and safety and security procedures.
11.1 We strictly prohibit the sending of all forms of SPAM/UCE/BULK email from any service you have with isev. This includes domain names and web hosting accounts.
11.2 If at any time spam is detected as originating from your account, we will contact you to discuss the issue to find out more information and to request that the activities cease.
11.3 You agree that you shall refrain from sending out SPAM/UCE/BULK emails from your domain name/web hosting account.
11.4 If after repeated warnings your domain name or web hosting account continues to be used for SPAM/UCE/BULK email then your account will be terminated as per section 12 below.
12.1 You agree that we may suspend, refuse, break or terminate the Services and/or your Account and/or terminate the Quote Form and/or terminate the Agreement at any time, without prior notice or refund to you, and without affecting any of our accrued rights or claims, either:
12.2 If your communications network does not conform to the standards set out in Clause 5.6, to either our or any of our other customers’ detriment we may, without prejudice to our other rights under Clauses 5.3 and 12.1, suspend your access to the Services until you have given a suitable undertaking as to use.
12.3 You acknowledge and agree that our resources, used in providing the Services, are limited and that any reckless or wasteful use of the Services by you may affect those resources and the services provided to our other customers. You agree that we may suspend or terminate your access to the Services where we decide, acting reasonably, that you are using the Services in a reckless or wasteful manner.
12.4 You agree that, notwithstanding the provisions of Clauses 3 and 12.1 (but without affecting our other rights to terminate under this Agreement), we may terminate all or any of the Services at any time, on 30 days notice, and on repayment to you of a proportion of the Charges which reflects the period agreed for provision of the Service(s) which has yet to expire at the point of termination. Any refund that is due to you, will be made by us following the cancellation of the Service(s), and will be made direct to your credit card or bank account (notified to us for this purpose) by BACS transfer. Should you fail to provide suitable bank or credit card details to allow a refund to be made, you will lose the right to such refund.
12.5 Any suspension of the Services by us in accordance with this Agreement will not constitute a termination of the Agreement and we may require you to pay a reconnection fee to recommence the Services together with the relevant Charges.
12.6 You may terminate all or any of the Services, at any time after the Minimum Service Period, subject to the Minimum Cancellation Notice Period. Should you wish to terminate a Service in accordance with this Clause, you must, give written notice to us in accordance with Clause 16. Where you terminate within the Minimum Service Period you will be liable to pay the Charges due in respect of that Minimum Service Period.
12.7 We may terminate all or any of the Services by notice equal to the Minimum Cancellation Notice Period (to expire at any time on or after the Minimum Service Period) without our incurring any liability.
12.8 Unless otherwise stated in any Specific Terms and Conditions, the Minimum Cancellation Notice Period is 60 days (to expire at any time on or after the Minimum Service Period). For dedicated hosting solutions including co-located solutions the Minimum Cancellation Notice Period is 90 days (to expire at any time on or after the Minimum Service Period).
12.9 The Agreement shall remain in force for a minimum period of 12 months from acceptance of Customers application being the date on which the Companys Quote Form was signed by the customer.
12.10 The Company reserves the right to invalidate any Customer.s User name and Internet Protocol Address issued to the Customer following termination of the Agreement and to reallocate to another customer.
12.11 Domain name hosting and transfer request for domain name server records must be in writing with the authorised signature of the domain owner. There is no charge for the transfer, but a small charge may be made for administration. Domain name transfers will not be made until all outstanding amounts have been paid by the Customer until this time domain names remain the property of the Company.
12.12 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 termination of the Agreement and ensure that it arrives in good working order.
12.13 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.
12.14 On termination of the Agreement the right to the use of the Internet Protocol Address allocated by the Company shall revert to the Company under the European Internet Registry Reseaux IP Europeans (‘RIPE’) terms or agreement except where specific agreement has been reached in writing between the RIPE and the Customer for the transfer of the Internet Protocol Address and the fee or other payment required by the Company in connection with such transfer has been paid for by the Customer.
12.15 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 payments which would but for such termination have accrued due up to the earliest date on which the Agreement could have been terminated by the Customer in accordance with the terms hereof.
12.16 The Company shall not be required to release any User name, domain name or review Internet Protocol Address and may refuse to do so until the 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 remain the property of the Company until all outstanding balances have been received.
13.1 We may transfer, assign or sub-contract the whole or any part of our rights and obligations under the Agreement. You agree that you will not assign, sub-contract, sell, transfer, lease, licence or charge by way of security any of your rights or obligations under the Agreement. Breach of this restriction in any way (whether successful or not), will result in your Account being terminated.
14.1 You agree that both we and our employees may hold all names and other information in the Quote Form, in paper copy, and/or in a computerised database. You agree that such data may be processed and may, in certain circumstances, be supplied to and processed by our suppliers, to enable the provision and maintenance of the Equipment and/or Services.
14.2 If you request an IP assignment of eight or more real IP addresses we may add your contact details to the Reseaux IP Europeans database (http://www.ripe.net/).
14.3 You acknowledge that we may, from time to time, be required under regulations and/or legislation to co-operate with and/or disclose data to, government or other bodies and/or authorities.
14.4 Each party 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 receiving party may receive or obtain in connection with or incidental to the performance of the Agreement, provided that:
14.5 the receiving party shall not be prevented from using any general knowledge, experience and skills not treated by the disclosing party as confidential or which do not properly belong to the disclosing party and which the receiving party may have acquired or developed at any time during the Agreement;
14.6 the receiving 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 receiving party;
14.7 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 required by law or under court or Governmental order to disclose (but only to the extent required by such law or order).
15.1 You agree that we shall not be liable for any and all losses, (including loss of data) damages, costs, claims and other liabilities which arise as a result of any delay or interruption in, or any non-delivery, or missed delivery or failure of the Equipment and/or Services due to circumstances beyond our or any of our suppliers’ reasonable control (including, but not limited to, fire, lightning, explosion, war, disorder, flood, industrial dispute, sabotage, weather conditions or acts of local or central Government or other competent authorities).
15.2 Should any event, referred to at Clause 14.1 above, continue for more than 90 days, then either we or you may terminate the Agreement forthwith.
16.1 The Fees are payable to isev Limited subject to the following conditions:
16.2 Any total sum for the fees set out in an Quote Confirmation is (unless stated in the Quote Confirmation to be a fixed and firm amount) an estimate of the fees only and not a fixed price quotation.
16.3 Any sums payable by the Client to isev Limited under the Agreement are exclusive of value added tax or any similar taxes, levies or duties, which will be added to such sums and be payable by the Client at the appropriate rate.
16.4 The Client agrees to pay isev Limited’ invoices within 7 days of invoice due date. If invoices are not settled in full by then, the Client will without prejudice to its other rights and remedies (including the right to suspend the Services under clause 3.8.3) be liable to pay interest on any sum outstanding from the due date (clause 8.10) on a daily basis until payment is made whether before or after any judgment.
16.5 All sums payable to isev Limited under the Agreement must be paid in full with no set off or deduction.
16.6 isev Limited has a general and particular lien over the Client System until all claims and money payable by the Client to isev Limited on any account whatsoever have been received in full clear funds. If the Client fails to discharge any lien within a reasonable time from the date of notice of exercise then the Client System may be sold in or towards satisfaction of that lien and isev Limited will account to the Client for any excess.
16.7 isev Limited may make a search in relation to the Client with a credit reference agency (and make other credit enquiries from time to time), keep a record of that search and enquiries, and share that information with third parties. isev Limited may also make enquiries about the principle directors/proprietors of the Client with a credit reference agency.
16.8 Where the Client authorises payment of any of the Fees by credit card then isev Limited may deduct other amounts becoming payable to it under the Agreement under that credit card without obtaining additional authorisation from the Client.
16.9 Without prejudice to any other of its rights and remedies, isev Limited will be entitled to remove the Client’s data from its systems and any Equipment and/or put the Equipment to any use other than the Client’s if any amount due under the Agreement is not paid within 21 days of its due date for payment. isev Limited is not required to back up such data or return the same to the Client prior to any such removal or following termination of the Agreement.
17.1 Neither failure nor delay by either you or us in exercising any of your or our rights under the Agreement shall amount to a waiver of any such right, or operate so as to bar the exercise or enforcement of such right at any time in the future.
18.1 You agree to keep the contact details which you have provided to us up to date. Any notice or other information to be served by us on you in accordance with this Agreement will be validly sent if in writing and sent by either e-mail or first class post to your last known email or postal address. Any notice sent by first class post will be deemed served two days after posting. Any notice sent by e-mail will be deemed served on the day that it is sent.
18.2 Any notice to be served on us must be in writing and sent either by pre-paid first class post to our registered office or to such other address as may be specified by us to you for this purpose from time to time. Any notice sent in accordance with this sub-clause will only be deemed served if and when you have received a written acknowledgement from us.
19.1 Colocated Equipment shall at all times be at the Customer’s risk. The Customer shall be responsible for insuring the Colocated Equipment against all risks.
19.2 Equipment leased from the Company shall at all times remain the property of the Company.
19.3 The Customer agrees to maintain, at Customer’s expense comprehensive general liability insurance for any leased equipment supplied by the Company.
20.1 A non-refundable deposit of 50% of the total fee payable under the Quote Form is due immediately upon the signing of the Quote Form for Development work unless other written agreement has been made on the quote form. The remaining 50% shall become due when the Work is completed to the reasonable satisfaction of the Client but subject to the terms of Clause 5.3 Approval of Work and Clause 5.4 Rejected Work hereof. isev Limited reserves the right not to begin the Work until the said deposit has been paid in full.
20.2 Maintenance, if included on the Quote Form, shall be on a month to month basis, with a minimum of £75 payable in any month where updating is necessary. Fees will be assessed on an hourly basis at £75 per hour or part thereof. No fee will be required in a month where no updating is necessary. Search engine re-submissions will not be performed unless agreed on an Quote Form.
21.1 Third Parties. isev Limited can take no responsibility for services provided by third parties through us or otherwise.
21.2 Maintenance and Correction of Errors. isev Limited takes no responsibility for the functionality or maintenance (unless a maintenance Quote Form is in place) of the Website after the Work has been completed. Errors (both technical and typographical) attributable to isev Limited will be corrected free of charge, but isev Limited reserves the right to charge a reasonable fee for correction of errors for which isev Limited is not responsible, including, but not limited to malicious modification of the Website by a third party and typographical errors contained in materials provided to isev Limited by the Client.
21.3 Extent of Work Installation on the Internet is limited to the uploading of all necessary files to the Host, and testing of functionality. No registration of the Website with Search Engines will be undertaken unless otherwise agreed with the Client.
21.4 Loss. Under no circumstances will isev Limited be responsible or liable for financial or other loss of turnover, sales, revenue, profits or indirect, consequential or special loss or damage caused by the failure or use or misuse of its software or service. The Client should ensure that data on their site is regularly backed up and that a contingency plan is in place to minimize possible losses as a result of software failure.
21.5 Status and Duration of Offers. Proposals and offers are valid for a period of 30 days from the date issued. isev Limited is not bound to honour offers that have expired. Offers are not legally binding until an acceptable timetable for the work has been agreed by both parties. This timetable must be agreed within the 30 days that the offer is valid. If an acceptable timetable has not been approved by both parties within 30 days of the offer being made, the offer is deemed to have expired.
21.6 Search Engine Listings. isev Limited does not guarantee listings on Search Engines and the Client accepts that it is Search Engines and not isev Limited who determine whom they list and whom they will not. The Client further understands there is no guaranteed placement or rank on the Search Engines and that a new website may never even appear on Search Engines at all. isev Limited does not control Search Engines. algorithms and huge shifts can appear daily, weekly and even hourly.
22.1 Completion of Work. isev Limited warrants completing the Work in accordance with its Terms and Conditions to the specifications previously agreed with the Client. isev Limited will not charge more than the amount previously agreed unless the Client has varied the specifications of the Work since the agreement. isev Limited will not undertake changes to the specifications of the Work which would increase the cost, without prior written authorisation from the Client.
22.2 Supply of Materials. The Client is to supply all materials and information required for isev Limited to complete the Work in accordance with the agreed specification. Such materials may include, but are not limited to, photographs, written-copy, logos and other printed materials. Where the Client’s failure to supply such materials leads to a delay in completion of the work, isev Limited has the right to extend previously agreed deadlines for the completion of the Work by a reasonable amount. Where the Client’s failure to supply materials prevents progress on the Work for more than 21 days, isev Limited has the right to invoice the Client for any part or parts of the Work already completed.
22.3 Approval of Work. On completion of the Work, the Client will be notified and have the opportunity to review it. The Client should notify isev Limited, in writing, of any unsatisfactory points within 7 days of receipt of such notification. Any of the Work which has not been reported in writing to isev Limited as unsatisfactory within the 7 day review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected, and the Work or Quote Form will be deemed to have been completed and the 50% balancing payment under Clause 19.1 Fee Payable will become due. The Work or Quote Form and related terms and conditions will remain in effect until all obligations have been completed in terms of this Clause.
22.4 Rejected Work. If the Client rejects the Work within the 7 day review period, or will not approve subsequent Work performed by isev Limited to remedy any points reported by the Client as unsatisfactory, and isev Limited considers that the Client is unreasonable in his repeated rejection of the Work, the contract or Quote Form will be deemed to have expired and isev Limited can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment.
22.5 Upon completion of 7 day review period, isev Limited will invoice the Client for the 60% balancing payment in accordance with Clause 19.1 Fee Payable hereof, which, in the absence of agreement to the contrary, is to be paid by the Client on receipt of the invoice.
22.6 If payment has not been received by the due date, isev Limited has the right to suspend ongoing work for Client, until such time that full payment of the outstanding balance has been received. If full payment has still not been received 30 days after the due date, isev Limited has the right to replace, modify or remove the Website and revoke the Client’s licence of the Work until full payment has been received. By revoking the Client’s licence of the Work or removing the web site from the Internet, isev Limited does not remove the Client’s obligation to pay any outstanding monies owing. The client will without prejudice to its other rights and remedies be liable to pay interest on any sum outstanding from the due date for payment at the rate of 9% accruing on a daily basis of the outstanding balance until payment is made whether before or after any judgment.
23.1 This Agreement represents the entire agreement and understanding between you and us with regard to the supply of the Equipment and/or Services, to the exclusion of all prior agreements, arrangements and understandings. The Agreement contains express promises and obligations on our part. You agree that any other term which might be implied or incorporated into the Agreement, by statute, at common law or otherwise, is excluded, to the fullest extent permitted by law.
23.2 You acknowledge and agree that in entering into the Agreement you have not relied upon any oral or written representation, statement or understanding (whether negligently or innocently made) by any of our employees, agents, sub-contractors or representatives other than as expressly set out in the Agreement.
23.3 You further acknowledge and agree that you will have no remedy in respect of any untrue representation innocently or negligently made by us or any of our employees, agents, sub-contractors or representatives prior to entering into the Agreement upon which you may claim to have relied in entering into the Agreement whether such representation was made orally or in writing.
23.4 The only remedy available to you for a breach by us of the Agreement shall be for breach of contract under the terms of the Agreement.
23.5 Nothing in the Agreement shall exclude or limit our liability for fraudulent misrepresentation.
23.6 The Agreement shall be governed by and construed in accordance with the laws of England and Wales and you agree to submit to the exclusive jurisdiction of the Courts of England and Wales. In the event that the Agreement is translated into any other language, the English language version shall prevail.
23.7 If any provision, clause or sub-clause of the Agreement is held by any competent authority to be void, voidable, illegal, invalid or otherwise unenforceable, but would be valid and/or enforceable if any part of such provision, clause or sub-clause were deleted or modified, then that provision, clause or sub-clause shall apply with such deletion or modification as may be necessary to make it valid and/or enforceable.
23.8 If any part of the Agreement or the application of it to any person shall, for any reason, be adjudged by a competent authority to be invalid, void, voidable, illegal or unenforceable such judgement shall not affect the remainder of the Agreement which shall continue in full force and effect.
23.9 References to the singular include the plural and vice versa. References to one gender include all other genders and vice versa.
23.10 A person who is not a party to the Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement, but this does not affect any right or remedy of any third party which exists or is available apart from that Act.
23.11 The Customer shall not assign or transfer any of its rights or obligations under these Conditions or the Agreement without the prior written consent of the Company.
23.12 If these Conditions 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 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.
23.13 The Customer 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.