TERMS AND CONDITIONS FOR RSF HOSTING
You
must read and accept these Terms and Conditions before you can receive RSF Hosting
Services from us, Ribeau Independent Engineering
Limited, a company registered in
1
Commencement and duration of this Agreement
1.1 This Agreement commences on the date
we accept your request to receive RSF Hosting Services (the "Commencement
Date") and will continue indefinitely until terminated earlier by you or
us in accordance with Clause 7.
2
Our provision of the RSF Hosting Services
2.1 We will provide the RSF Hosting
Services to you with reasonable skill and care and in accordance with the
provisions of this Agreement.
2.2 In order to use the RSF Hosting
Services, you need a telephone line.
2.3 We cannot guarantee that the RSF
Hosting Services will be fault free. However, if a fault occurs, you should
report the fault by telephone, electronic mail or in writing to the support
service contact details as set out in the Website from time to time and we will
endeavour to rectify the fault as soon as reasonable practicable.
2.4 We may suspend the RSF Hosting
Services where necessary for operational reasons such as repair, maintenance or
improvement of the Services or because of an emergency. Except in the event of
an emergency, we will try to give you as much notice as possible of any periods
of downtime of the RSF Hosting Services by posting a notice on the Website or
sending you an e-mail or by any other reasonable means. We will restore the RSF
Hosting Services after suspension as soon as reasonably practicable.
2.5 We may, for operational or other
reasons, change any codes or the numbers allocated to you or the specification
of the Services. We may also modify or update the RSF Hosting Services. Any
such changes will not materially affect the RSF Hosting Services.
2.6 We have introduced Serial Number
Registration. This ensures that your account can only be used from registered
serial numbers as an additional security measure. You must ensure that the
serial numbers given are correct prior to access and during your use of the
Service.
3
Fees
3.1 This Clause 3 applies to all RSF
Hosting Services other than those initially agreed were testing of the service
is required.
3.2 You agree to pay us the appropriate
charges for your RSF Hosting Services as detailed in our Price List (the
"Fees").
3.3 We will send you your first bill
approximately one month after we commence the provision of the RSF Hosting
Services. We will send you a further bill every 12 months, but we may send you
a bill at any time should you want to include additional machines in the
service.
3.4 Failure to pay:
3.4.1 If you fail to pay the Fees within 4
days following the due date for payment for any reason, we reserve the right to
immediately withdraw your entitlement to the RSF Hosting Service. We may also
charge an administration fee as detailed in our Price List.
3.6.2 If you fail to pay the Fees we may
send a letter to you requiring full payment of the Fees within 10 days.
3.6.3 If you fail to pay the Fees within
the 10 day period referred to in any letter sent by us to you then at any time
18 days after the original due date for payment, (i)
we may charge a further administration fee (as detailed in our Price List)
together with a fee for the submission of a further warning letter (again as
detailed in our Price List); and (ii) we may send a letter to you requesting
the discharge of your account in full, which must be effected within 7 days
from the date of this letter, failing which we reserve the right to refer your
outstanding account to our credit control department.
3.6.4 If your Fees remain unpaid within 25
days after the original due date for payment, a security deposit of 3 times
your average monthly invoice may be required by us before we reinstate your RSF
Hosting Services.
3.6.5 If your Fees remain unpaid 32 days
after the original due date for payment, your RSF Hosting Service and this
Agreement may be terminated by us and appropriate action may be taken by us to
collect the outstanding sums.
4
Your use of the RSF Hosting Services
4.1 These RSF Hosting Services are
provided solely for your use and you may not resell or attempt to resell the
RSF Hosting Services (or any part of it) to any third party.
4.2 You agree to use the RSF Hosting
Services for lawful purposes only, and in a manner which does not infringe the
rights of, or restrict or inhibit use of the RSF Hosting Services by any other
persons. The RSF Hosting Services must not be used:
4.2.1 in a way
that is in unlawful or fraudulent; or
4.2.2 in a way
that does not comply with any written or electronic instructions sent by us to you
or posted on the Website by us from time to time.
4.3 You shall be responsible for any
losses, expenses or other costs incurred by us that are caused by your breach
of Clauses 4.1 or 4.2. We shall notify you of any such claims or proceedings
and inform you regularly as to the progress of such claims or proceedings.
4.4 We do not guarantee the accuracy or
completeness of any of the information, error logs and any other materials (in
whatever form) and services made available to you from the RSF Hosting Service
or any further information or results which may be derived from it. We
encourage you to make your own evaluation before relying upon any information
contained on the RSF Hosting Service and before entering into any service or
transaction with any third party.
4.7 You acknowledge that we will not be
responsible for the content of the data. By receiving the data you agree to
waive any claims against us for any distress, injury, loss, liability, damage
and expense arising from or in connection with your use of this data and you
will indemnify us against any claims arising from your use of this data with
any third party.
5
Serial Number and E-mail address
5.3 You must provide accurate
information in your serial number and e-mail address registration form and
inform us immediately if there are any changes to that information.
5.4 You accept and acknowledge that the
RSF Hosting Services, like other network applications, are not secure and we do
not guarantee the prevention or detection of any unauthorised attempts to
access the RSF Hosting Services.
6
Limitation of liability
6.1 Nothing in this Agreement excludes
either party's liability with respect to death and personal injury resulting from
the negligence of that party, its employees, agents or subcontractors or for
fraudulent misrepresentation or under the tort of deceit.
6.2 Neither party will be liable to the
other under this contract for any loss or damage caused by it or its employees
or agents in circumstances where such loss or damage is not a reasonably
foreseeable result of any such breach or any increase in loss or damages
results from breach by the party suffering loss of any terms of this Agreement.
Further, our liability shall not in any event include losses related to your
business such as loss of data, loss of profits or business interruption.
6.3 Subject to Clauses 6.1 and 6.2, our
liability to you in contract, tort, negligence or otherwise arising out of or
in connection with this Agreement shall for any one incident or series of
related incidents be limited to the value of the annual Fees paid (or payable)
by you to us in the calendar year in which the liability first arose or the sum
of £1000 whichever is the greater.
7
Cancellation, Suspension and Termination of this
Agreement
7.1 Subject to Clause 7.2, you have the
right under the Distance Selling Regulations 2000 to give notice to cancel this
Agreement within 7 working days of the date of this Agreement. Notice should be
sent as set out in Clause 9.4 of this Agreement. In the event of cancellation
this Agreement shall be treated as if it had not been made.
7.2 If you use the RSF Hosting Services
prior to the expiry of the cancellation period, as set out in Clause 7.1, you
agree that you will not have the right to cancel this Agreement.
7.3 Either party may terminate this
Agreement on giving 30 days written notice to the other at anytime and for any
reason. You must pay the Fees up to an including the date of termination for
all RSF Hosting Services you receive from us.
7.4 Subject to Clause 7.5, either party
may terminate this Agreement or the RSF Hosting Services provided under it
immediately, without notice, if the other commits a material breach of this
Agreement and, where such a breach is capable of remedy, fails to remedy the
breach within 14 days of a written notice to do so.
7.5 We may at our sole discretion
immediately suspend or terminate this Agreement or suspend the provision of the
RSF Hosting Services in the event that:
7.5.1 we are
directed by any competent authority to cease the provision of the RSF Hosting
Services or any part of it; or
7.5.2 you fail to
pay the Fees where you are required to do so, as set out in Clause 3; or
7.5.4 you use the
RSF Hosting Services in breach of Clause 4; or
7.5.5 your
agreement with your telecoms provider for your direct analogue exchange line is
terminated; or
7.5.6 your use of
the RSF Hosting Services materially disrupts the provision of our services to
other customers.
If we suspend the RSF Hosting Services we may terminate this Agreement at any
time if the circumstance(s) in Clause 7.5 remain.
8 Force Majeure
Neither
party will be liable to the other for any failure to deliver the RSF Hosting
Services or for any breach by it of this Agreement, where such failure or
breach is due to a reason outside the reasonable control of such party,
including, but not limited to, failure of a third party telecommunications
provider, lightning, exceptionally severe weather, fire, explosion, war, riots,
industrial disputes, acts of terrorism, government action or regulation or
national or local emergency. If such failure to deliver continues for more than
3 months after the commencement of such failure, then either party may terminate
this Agreement on notice in writing to the other party.
9
General Provisions
9.1 We may change the terms of this
Agreement (including the Fees) at any time, provided that if the change is
likely to materially prejudice your use of the RSF Hosting Service we will give
you notice of the changes at least 14 days before the change is to take effect
at which time you may terminate this Agreement in accordance with Clause 7.4.
9.2 We intend to rely upon the terms and
conditions set out in this Agreement. To protect your own
interest, please read the terms and conditions carefully before signing.
If you are in any doubt as to the meaning of the terms and conditions, please
contact us via the contact details contained on the Website.
9.3 This Agreement does not create any
rights under the Contracts (Rights of Third Parties) Act 1999 which is
enforceable by any person who is not a party to it but this does not affect any
right or remedy of a third party which exists or is available apart from that
Act.
9.4 Notices given under this Agreement,
other than a notice under Clause 2.4 of this Agreement, must be in writing and
may be delivered by hand, courier or first class post, by fax or e-mail.
Notices shall be deemed to have been given on the following dates: on the date
of delivery by hand; and on the date following the date of sending by courier,
first class post, fax or e-mail. Notices must be sent to the following
addresses:
9.4.1 to us at
the relevant details of Ribeau set out on the first
page of this Agreement or any alternative address which Ribeau
notifies to you or which appears on the Website from time to time;
9.4.2 to you at the relevant details which
you submit during the registration process.
9.5 We may assign, sub-contract or otherwise
deal with our rights or obligations under this Agreement without giving you
notice beforehand. You may not assign, sub-contract, sell or transfer your
rights or obligations under this Agreement.
9.6 If any part, term or provision of
this Agreement is held to be illegal or unenforceable, the validity or
enforceability of the remainder of this Agreement will not be affected.
9.7 If either party delays in acting
upon a breach of this Agreement that delay will not be regarded as a waiver of
that breach. If either party waives a breach of this Agreement that waiver is
limited to that particular breach.
10
Law
Relevant
United Kingdom law applies to this Agreement and the parties submit to the
exclusive jurisdiction of relevant United Kingdom Courts.
©Ribeau UK Limited 2004
We
are committed to protecting your right to privacy. Any information you provide
to us will be held on computers that are based in the UK. We collect
information about our users in order to help continually improve the Ribeau RSF Hosting and Website Services. We will always
adhere to the Data Protection Act 1998 (