The Light - IT support and Internet services




	Terms and Conditions for the use of the Light's Services The Terms below set out the basis on which We will provide services to You. You must read and agree to these Terms if You wish to purchase or use any services supplied by the Light. Part A contains the general terms and Part B contains terms relating to specific services. Click here to view our Privacy Policy. PART A 1 DEFINITIONS 1.1 In these Terms, the following words shall (unless the context otherwise requires) have the following meanings: • Additional Charges - any charges additional to the Fee that may be invoiced by Us to You in accordance with these Terms (whether by virtue of a specific provision or otherwise) which will be calculated on a time and materials basis in accordance with our then current standard rates; • Agreement - these Terms • BT - British Telecommunications PLC; • Carrier - any supplier to Us from time to time of telecommunications or Internet services in respect of the Service; • Equipment – any hardware supplied by Us to You in order for You to receive the Service; • Fair Use Policy – the fair use policy posted on Our Web Site (as amended from time to time); • Fees - the amount(s) payable by You for or relating to the Services set out in Part B; • IPR - all patents, copyright, moral rights, design rights, know-how, Confidential Information, database rights, trademarks and service marks together with applications to register any of the above (where applicable); • Party - You and Us; • Services - the services suppied by Us to You and that are listed on but not limited to, Our Web Site • Service Welcome Documents - documents and / or emails we provide you detailing the Service you have purchased from Us • Start Date - the earliest of the Start Dates set out in Part B; • Terms - these terms and conditions consisting of Part A and Part B; • Us, We, Our - The Light, 1 School Mews, Coggeshall, Essex, Co6 1UX. United Kingdom. • Your, You - the organisation or person requiring and using the Services We supply • Web Site - www.lighten.org 2 OUR OBLIGATIONS 2.1 We agree to provide to You the Services for the Fees. To avoid doubt, BT will still bill You for the rental of your BT line. 2.2 We will use all reasonable endeavours to provide the Services without interruption and materially error free. 2.3 You acknowledge that our obligations may be carried out on our behalf by a Carrier or other sub-contractor or agent. 2.4 Your bill will be calculated using data recorded by Us and not from Your own records. 3 YOUR OBLIGATIONS 3.1 You agree to pay the Fees as agreed on the Service Welcome Documents. We will bill You for all Fees at the rates set out on our Web Site, as amended from time to time. We may change our Fees, cancellation and/or termination charges or Cease Charge fees (defined in Section B – Broadband Services below) from time to time but will aim to let You know at least 21 days in advance of any change We are making. You must pay either by Cheque, Credit or Debit Card or by Direct Debit from a bank account. We may vary these methods from time to time. We shall be entitled to withhold our Services if we do not receive timely payment for Services. 3.2 You are responsible for the cost of all charges You incur while Using the Services. We may apply a usage limit to Your account. If You reach Your usage limit during any billing period We will inform You promptly and, if You do not immediately pay at least half the charges incurred, We may suspend the Services. However, You will still be responsible for all charges incurred using the Services, including those that exceed the limit. 3.3 You agree that all information You have given to Us is correct and that You will inform Us if it changes. You accept that You will be liable for Additional Charges if You give Us incorrect information that We act on. 3.4 You agree to indemnify Us and any Carrier against any loss either of Us may suffer from Your use of the Services. 3.5 You agree that You will: 3.5.1 comply with any reasonable instructions or directions issued by Us from time to time in respect of the Services and that You will comply at all times with all relevant policies that we publish on Our Web Site (as may be amended from time to time) including but not limited to our Fair Usage Policy and these Terms; 3.5.2 conform to such protocols and standards as are issued from time to time in respect of the use of the Internet or the Services; 3.5.3 fully indemnify Us against any costs and claims from any third party resulting from Your acts or omissions in respect of the Services; and 3.5.4 comply with all applicable legislation (including but not limited to matters arising under the Data Protection Act 1998 and the Regulation of Investigatory Powers Act 2000). 3.6 You agree that You will not (and You will ensure that Your employees, agents and sub-contractors do not): 3.6.1 use the Services for any unlawful purpose or in contravention of any English or other law. This includes but is not limited to: a. any act or omission which will or is likely to infringe the intellectual property rights of a third party; b. the transmission, display, downloading or uploading of any material or text which is or is likely to be construed as defamatory, offensive, abusive, obscene or which will or is likely to cause unnecessary anxiety or inconvenience to a third party; c. use of the Services in any way which is or is likely to violate or infringe the rights of any individual, firm or company in the United Kingdom or elsewhere. 3.6.2 send or procure the sending of unsolicited advertising or promotional material; or 3.6.3 use the Services in a way that does not comply with any instructions given by Us for reasons of health, safety or the quality of the Carrier's telecommunications services or our system; or 3.6.4 use the Services in anyway that will or is likely to make excessive use of our network (including but not limited to spamming). 3.7 The person signing the Order Form warrants his or her authority to bind You to this Agreement. 3.8 We reserve the right from time to time to pass on to You any charges levied against us by a Carrier or any other third party supplier. 4 LIABILITY 4.1 Save as required by law and as expressly provided in these Terms, We do not warrant the Services or the Equipment against failure of performance. We disclaim and you waive all other warranties, express or implied, with respect to the services or the equipment, arising by law or otherwise, including, without limitation any implied warranty of satisfactory quality, fitness for a particular purpose and any obligation, liability, right, remedy, claim in tort, notwithstanding any fault, negligence, strict liability or product liability of us (whether express or implied) so far as the law permits. 4.2 You agree that We are not liable in contract or tort (other than fraudulent or negligent misrepresentation) or otherwise arising out of or in connection with these Terms for economic loss (including, without limitation, loss of revenue, profits, contracts, business or anticipated savings), loss of goodwill or reputation, indirect or consequential losses whether or not such losses Were within our contemplation, suffered or incurred by You or any third party arising out or in connection with the provisions of the Services (or any part of them). 4.3 Subject to clause 4.4 our total aggregate liability to You arising out of or in connection with this Agreement and the performance or observation of our obligations under it shall be limited to the greater of: (a) the amount paid by You to Us in the twelve months prior tothe date on which Your claim arose; and (b) £1,000. 4.4 Nothing in this Agreement shall: (a) exclude or limit liability for death or personal injury resulting from our negligence or that of the carrier, our employees or sub-contractors; or (b) affect Your statutory rights if You are a consumer. 5 PROPRIETARY RIGHTS 5.1 All title, rights and interest (including but not limited to ownership and IPR) in the Services remain with Us the Carrier and our suppliers. You acknowledge such title, interest and rights and You shall not take any action or omit to take any action which will or is likely to jeopardise, limit or interfere in any manner such title, right or interest. 5.2 Title and related rights in any content accessed through the Service are the property of the applicable content owner and are protected by applicable laws. The right to use granted to You under clause 2.1 gives You no rights to such content. If You wish to use such content, You must ensure that You have the appropriate consent or licence of the content owner. 5.3 You acknowledge that You shall have no rights to any IPR in the Services. 6 TERMINATION/SUSPENSION 6.1 Independent of any additional rights to terminate set out in Part B, We may terminate or suspend Your use of the Services (or any of them) at any time, at our sole discretion and without notice, if You breach any term of these Terms or we have reason to believe that You have or may have breached any of these Terms (including but not limited to where a third party has alleged that there has been some act or omission by You that may amount to a breach). 6.2 This Agreement will continue until You give Us at least thirty (30) days' written notice. Such notice will terminate this Agreement. 6.3 Termination by You in certain circumstances may incur a cancellation fee and a Cease Charge fee. Where this is the case this will be set out in Part B. 6.4 If We are in material breach of these Terms, You may terminate this Agreement by giving Us reasonable written notice. 6.5 Upon termination of this Agreement for any reason Your right to use the Service(s) shall immediately terminate and You shall immediately stop using the Service. 6.6 We can also end the Agreement immediately if: (a) You become bankrupt, or (b) the Services are used for any illegal or fraudulent purposes, or (c) You have broken any term of the Agreement (but, if it can be remedied, We will give You 7 days to put that breach right); and/ or (d) any payment is not made when it is due. 6.7 We may suspend any Service to You if We reasonably consider that the charges that You are incurring are higher than usual for the type of service that You are receiving (or Your usage is higher than normal) and/or We have reasonable grounds to doubt that You will be able to pay Your bill. 6.8 If you have bought the Services for personal use (as opposed to for business use), then You are entitled to a statutory "cooling-off" period of seven business days, starting from the day after you ordered the Services. To cancel the Services please send a written notice, either by post, e-mail or fax telling Us to cancel the Services, to the addresses set out in Clause 8.4, Part A below, marked for the attention of Customer Services. We will refund the charges for any Equipment and delivery and will cancel any payment arrangements within 30 days of receipt of the notice. If You cancel the Services then You must also send back any Equipment to us within 10 business days of the cancellation, marked for the attention of Customer Services. You will be responsible for the cost of returning the Equipment to us unless We delivered it to You by mistake or it was damaged or defective when You received it. For high value items we recommend that You use a recorded delivery service for your own protection. If You don't send the Equipment back to Us within 10 business days, then We may collect it from the address you have given us, at your cost (which we may deduct from any refund due to You). Please note that You will lose Your right to cancel if you start using the Service within the cooling-off period. 7 CONFIDENTIALITY 7.1 Each of Us shall while We are providing Services under these Terms and thereafter keep secret and confidential all business, technical or commercial information disclosed to one of Us by the other or otherwise which belongs to the other its sub-contractors, carriers, telecommunication providers or clients (and shall procure that its agents and/or employees are similarly bound) and shall not disclose the same to any person save to the extent necessary to perform its obligations in accordance with the terms of these Terms or save as expressly authorised in writing to be disclosed by the other. 7.2 The obligation of confidentiality contained in clause 7.1 shall not apply or (as the case may be) shall cease to apply to business, technical or commercial information which: 7.2.1 at the time of its disclosure by the disclosing Party is already in the public domain or which subsequently enters the public domain other than by the breach of these Terms; and/or 7.2.2 is required to be disclosed under applicable law or order of a court of competent jurisdiction or government department or agency or by the London Stock Exchange, provided that prior to such disclosure the receiving Party shall advise to the disclosing Party of the proposed form of disclosure. 8 GENERAL 8.1 You accept that We may, in accordance with legal requirements, have to disclose information to governmental organisations(including the police) in respect of Your use of the Services. Subject to any legal prohibitions to the contrary We will notify You of such disclosure as soon as reasonably possible. 8.2 We may from time to time wish to notify You of additional services provided by Us or third parties that We believe may be of interest to You. If You do not want to receive such information please write to Us at the address for notice. 8.3 We shall not be liable for any breach of our obligations hereunder resulting from causes beyond our reasonable control including but not limited to fires, strikes (of own or other employees) insurrection, or riots, embargoes or delays in transportation, inability to obtain supplies, acts of local or central Government or other competent authorities or acts or omissions of third party telecommunications service providers. 8.4 Any notice required or permitted under the Terms must be in English and be sent to Us for the attention of the Customer Services. Any notice to be sent to You will be sent to the address which You provide when applying for the Services unless You notify Us otherwise. Any notices given in relation to this Agreement must be delivered by hand, post, fax or email and will be treated as having been delivered: (a) on the day of delivery if delivered by hand, or (b) 2 days after posting if sent by post, or (c) on the day of transmission if sent by fax, or (d) on the day of transmission if sent by e-mail. 8.5 These Terms do not create a partnership, joint venture, agency or franchise relationship. 8.6 You may not sell, lease, sub-licence, assign or otherwise transfer, whether in whole or in part, by operation of law or otherwise, the rights or obligations (including the Services) arising under these Terms without our prior written consent. 8.7 Notwithstanding any provision to the contrary, nothing in these Terms will create or confer any rights or other benefits whether in accordance with the Contracts (Rights of Third Parties) Act 1999 or otherwise in favour of any person other than You, Us or the Carrier. 8.8 The headings to the sections of these Terms are for convenience only and have no substantive meaning. 8.9 These Terms are governed by the laws of England and Wales and both parties submit to the exclusive jurisdiction of the English Courts. 8.10 If and in so far as any part or provision of these Terms is or becomes void or unenforceable it should be deemed not to be and never to have been nor formed a part of these Terms and the remaining provisions of these Terms shall continue in full force and effect. in such an event, We shall meet with You to discuss the void and unenforceable provisions and shall substitute therefore a lawful and enforceable provision which so far as possible results in the same economic effects. 8.11 This Agreement may not be amended, varied, supplemented or otherwise modified unless agreed by Us in writing. 8.12 The failure by Us to insist on the performance of any of the provisions of these Terms shall not be construed as a waiver or a relinquishment of that our rights to future performance of such provisions and Your obligation in respect of such future performance shall continue in full force and effect. 8.13 This Agreement supersedes any previous agreement between Us and You in relation to the matters dealt with in it and You acknowledge and agree that You have not entered into this Agreement in reliance upon any representation, or statement or whether oral or written) made or alleged to have been made by Us or our agents. 8.14 Complaints If You want to complain about our Service please address the correspondance to our Customer Complaints Department. We will log Your complaint and try to deal with Your complaint quickly and sympathetically. 8.15 Any disputes relating to the Agreement must be referred in the first instance to our Customer Complaints Department who will endeavour in all good faith to resolve the dispute. 9 FAULTS IN THE SERVICE 9.1 You will immediately upon becoming aware of the same report any fault in the Equipment or the Service to Us by e-mail or by telephone on the number published on Our Web Site. 9.2 You acknowledge that occasionally We and/or our Carrier may have to temporarily interrupt the Service or change the specification of the Service for operational reasons or because of an emergency. In these circumstances You shall have no claim against Us for any such interruption or change. 9.3 We warrant that the Equipment will be of satisfactory quality and reasonably fit for the purpose intended for a period of 12 months from the Start Date (the “Warranty Period”). If during the Warranty Period the Equipment becomes defective, You should return it to Us. We shall repair the Equipment or replace it, at our sole discretion and subject to any manufacturer’s warranty, with Equipment of no less quality than the Equipment being replaced. The replacement Equipment shall benefit from the remaining term of the Warranty Period. If, in our reasonable opinion, We discover that the defects to the replaced Equipment have been caused as a result of Your negligent acts or omissions, We shall be entitled to charge You for the cost of the Equipment and such of Our reasonable costs as We may have incurred pursuant to this clause 9.3. 10. CHANGE OF CARRIER 10.1 You acknowledge that We may change the Carrier of the Services from time to time. You accept that We may do so for commercial, operational or any other reasons, in Our sole discretion. Subject to the provisions in clause 10.2 and 10.3 below, You should not experience any disruption to the ongoing supply of the Services to You. Following the successful migration of the Services, You should experience a Service of at least equivalent, if not improved Service provision. 10.2 If We anticipate that any change of Carrier may cause disruption to the Services, We will contact You and inform You of the likely disruption to the Service. We will also inform You of whom You should contact if the disruption causes a materially adverse effect on the provision of the Services to You. 10.3 Due to the nature in which the Services are provided, You acknowledge that during the process of change of Carrier, We may need to disconnect or interupt your Service. 10.4 To the extent that We need to make any changes to this Agreement, as a consequence of Our change of Carrier, We will do so by sending notice to You in accordance with clause 8.4. PART B – BROADBAND SERVICES BACKGROUND This section of Part B relates solely to the supply of the Broadband Service. 1 SUPPLY 1.1 We will be relying on third party telecommunication suppliers (the Carrier) and our ability to provide You with the Broadband Service is, in part, reliant on them. 2 INSTALLATION 2.1 We will endeavour to provide the Service as soon as possible. 2.2 We shall use all reasonable endeavours to install or procure the installation of the Equipment at the Premises on or before any installation date specified or agreed to by Us. Any installation date is, however, an estimate only and time shall not be of the essence. 2.3 You acknowledge and agree that: 2.3.1 the Service will depend upon Your particular Communications Line. If the Carrier determines that it is not practicable to supply the Service We shall have the right to terminate this agreement without any liability to You; and 2.3.2 after the Activation of Your Communications Line You may suffer a temporary loss of telephone service. This will be reinstated following installation as soon as reasonably possible without any liability to Us. 2.4 We shall supply You with the relevant information to enable You suitably to prepare the Premises for the Activation of Your line. 2.5 You acknowledge and agree the speed and the stability of the operation of the Service is determined: 2.5.1 by the characteristics of Your Communications Line, which include its physical length, quality and susceptibility to interference from other Communications Lines; 2.5.2 electrical, electromagnetic or radio frequency interference; 2.5.3 Rate Adaptation and the Line Rate of Your Equipment; 2.5.4 the capacity available within the the Carriers networking Service or the internet generally; 2.5.5 the specific IP application protocol used; and/or 2.5.6 Our management of the network traffic and the priority that may be applied to the Service that You have purchased from Us and/or the type of traffic that You generate, and therefore We are unable to guarantee the speed or stability of Your Service. 2.6 If, for any reason, We are unable to supply the Service requested by You, We shall notify You that we are unable to supply the Service and shall suggest alternative Services that We are able to offer, if any. 2.7 If, for any reason, the Carrier should be required to visit Your Premises to assist with the Installation or any fault reported thereafter, You may incur an additional charge. 3 YOUR OBLIGATIONS 3.1 You must notify Us immediately in writing of any allegation of infringement of any intellectual property rights prompted by Your use of the Service. You may not make an admission relating to an alleged infringement. You must allow Us, or at our election, the Carrier to conduct all negotiations and proceedings and give Us or the Carrier all reasonable assistance in doing so. You must allow any part of the Service to be modified so as to avoid continuation of the alleged infringement. 3.2 You will co-operate with our reasonable requests for information regarding Your use of the Service and supply such information without delay. 3.3 You will undertake not to resell the Usage of Your service to third parties. 3.4 You agree to comply with the terms of our Fair Usage Policy, as available from the Web Site. 4 REGRADES 4.1 If You already use our previous broadband services and then order a new Broadband Service from Us, the previous service may incur regrade charges. 5. RATE ADAPTATION AND STABILISATION 5.1 You acknowledge that Your Line Rate will be subject to Rate Adaptation. Rate Adaptation can occur several times each day and may change the Line Rate available to You. Such changes in the Line Rate may re-set Your connection. 5.2 The Service may provide upstream (and downstream) Rate Adaptation. If so, the maximum and minimum Line Rate available for the Service is detailed in the Service Welcome Documents. 5.3 If applicable, You acknowledge that the Stabilisation Period cannot commence and that the Carrier will not be able to establish a Maximum Stable Rate until you have installed the appropriate Equipment and the Communications Line is synchronised. We will notify You once a Maximum Stable Rate has been established. However, You acknowledge that the Maximum Stable Rate may be subject to change. 6 FEES 6.1 For all Broadband Services an additional charge will be charged for each gigabyte or part thereof, of Usage over and above the Monthly Usage Allowance (in accordance with the Fair usage policy). 7 TERM AND TERMINATION 7.1 We may terminate this Agreement immediately upon written notice to You if (for whatever reason): 7.1.1 it becomes unlawful for Us or the Carrier to continue to provide or support the Service; or 7.1.2 the Carrier supporting the Service ceases to do so for whatever reason or changes the terms in respect of the provision of telecommunications services to Us for the Service for reasons beyond our reasonable control. 7.2 You agree to pay Us the Cease Charge fee if: (a) You terminate the Service or the Service ends for any reason; (b) You move to another Internet Service Provider without using a MAC; or (c) You move house. 8 FURTHER OBLIGATIONS 8.1 You shall obtain at Your expense all permissions, licences, registrations and approvals necessary for, or considered desirable by Us to deliver, install and maintain the Equipment or to provide the Services. PART B – WEBSITE HOSTING SERVICES BACKGROUND This section of Part B relates only to Web Hosting Services. 1 DEFINITIONS 1.1 In this Part, the following terms shall have the following meanings: • Agreed Bandwidth - means the amount of connectivity between Your server and Our Internet Network • Burstable - means expandable to; • Content - the content placed on Your web site for which You remain fully responsible (whether by You or by a third party User); • Cure Period - has the meaning given in clause 2.4; • Customer Supplied Software - the applications which You will run on the Services Equipment (including any updates, upgrades and modifications) which You will remain responsible for; • Your Equipment - any equipment provided by You to enable Us to deliver the Service to You; • Early Termination Charge - has the meaning given in clause 10.6; • Equipment - the Customer Equipment and Our Equipment collectively; • Initial Term - the period of time, which shall be no less than 12 months, which commences on the Service Start Date and “Term” means the Initial Term together with any further period during which We provide Service to You pursuant to clause 2.1; • Internet Network - Our infrastructure at the Site which is connected to the internet via Our high bandwidth fully meshed national IP network; • Our Equipment - the equipment located at the Site that We provide and use to deliver the Service to You but which We shall also use to provide services to Our other customers; • Legislation - all Acts of Parliament and statutory regulations, instruments or orders and codes of practice and all applicable European Union laws, treaties, directives and other legislation as any of the same may be amended or replaced from time to time; • Personal Data and Sensitive Personal Data - have the meaning given to those terms under the Data Protection Act 1998; • Services Equipment - the managed hosting hardware and software that is dedicated to You for the Term and which We use in addition to Our Equipment to provide and deliver the Service to You including embedded firmware and any updates, upgrades and other modifications which We provide under these Terms and any associated user manuals and other documentation; • Service Misuse - the circumstances set out in clause 2.3 which entitles Us to suspend the Service without notice unless and until You cure the cause of the Service suspension within the required cure period; • Site - means Our Premises from which We will provide the Services to You; • User - any individual or organisation authorised by You to use the Service; • Service - the provision of those web hosting services that are selected by You including installation and maintenance of the Services Equipment and access to the Internet using high access bandwidth which We will provide to You from Our Site • Start Date - the date upon which Your domain name is transferred to Us or registered with Us or a Carrier used by Us. 2 PROVISION OF THE SERVICE 2.1 We agree to provide the Service to You from the Start Date. 2.2 We shall be entitled to: (a) change the technical specification of the Service where necessary for technical regulatory or operational reasons (provided that such changes do not materially affect the performance of the Service); (b) modify the Service (at no cost to You) provided that such changes do not materially affect the performance of the Service; (c) amend Our Acceptable Use Policy from time to time. (d) give You instructions which We reasonably believe to be necessary for health and safety or security reasons or for maintaining the quality of the Service. 2.3 Suspension of Service We shall be entitled to suspend Service: (a) with Your prior agreement or in the absence of Your agreement upon reasonable notice for planned maintenance to Our Internet Network, and/or the Equipment, (b) without notice when necessary for operational reasons, or in case of emergency; (c) to comply with any Legislation, court order or other governmental request or order requiring immediate action; (d) to prevent interference with, damage to, or degradation of Our Internet Network; (e) to eliminate a hazardous condition; (f) if You use the Service in a manner that will, does, or may expose Us to legal liability or that violates any applicable Legislation or Our then current Acceptable Use Policy and whether such use is by You, or any other entity or person using the Service, and whether or not such use is authorised by You; (g) without notice where We reasonably believe there has been a breach of clauses 6.1 and 6.2 of these Terms; and (h) if You fail to pay an amount when due 2.4 If We suspend the affected Service for any of the reasons outlined in 2.3(g) or 2.3(h) and You cure the cause of the Service suspension within 30 days of receiving a notice from Us specifying the breach and the action required (the “Cure Period”) We will resume the Service once You have paid Our reasonable charges associated with resuming the affected Service. We may terminate this Agreement and/or the affected Service if You do not cure the cause of a Service suspension within the Cure Period or You do not pay the associated charges for Us resuming the Service. If such termination is effective prior to the expiry of the Initial Term, You will also pay Us the Early Termination Charges. 3 YOUR OBLIGATIONS 3.1 In order to enable Us to fulfil Our obligations under these Terms You shall, at Your own cost: (a) co-operate with all reasonable instructions We may provide from time to time in order to enable Us to provide the Service or otherwise perform Our obligations under these Terms; (b) provide Us with full, accurate and up to date details of the matters specified in (i) to (iii) below: (i) Your existing Internet and IT related policies and procedures and future requirements relating to Your web site; (ii) Your current security arrangements, policies and procedures and Your future security requirements in relation to Your system; and (iii) whether You currently process, and would require Us to process for You any Personal Data and any Sensitive Personal Data (as the terms are defined in the Data Protection Act 1998). (c) manage and retain responsibility for the Customer Supplied Software (including upgrades, updates and other modifications) and ensure that You take out and maintain any necessary licences for the duration of this Agreement; (d) manage, vet and retain responsibility for Your Content including any content which is placed on Your web site, whether authorised by You or not, and ensure that the Content does not contain any material which is obscene, defamatory, seditious, blasphemous, indecent or which constitutes an injurious falsehood or slander of title or which breaches any patent, copyright, trademark or any intellectual property rights of any third party; (e) save in exceptional circumstances when a shorter notice period may be agreed, give Us at least 48 hours prior written notice should You wish to visit the Site for any reason and comply with all of Our safety and security policies and procedures for so long as You are on the Site; (f) adhere at all time with Our current Acceptable Use Policy; (g) comply with all applicable Legislation relating to Your use of the Service; and (h) provide Us with full, accurate and up to date information on any matter which We reasonably believe is relevant to Our provision of the Services to You and provide such information within a reasonable time of being requested by Us to do so. 3.2 Whilst on Our Site You shall not modify nor interfere with or attempt to repair, Our Equipment or the Services Equipment. If You believe that any remedial or other action needs taking, You will notify Us of the problem and We will take such steps as We believe are necessary. 3.3 You shall inform Us in writing prior to modifying, updating, upgrading or installing any Customer Supplied Software or system which may affect the Equipment and/or Our ability to deliver the Service to You. 3.4 You shall comply with all reasonable instructions communicated by Us to You for the safe and proper use of the Customer Equipment from time to time 3.5 You will indemnify and keep Us indemnified from and against all costs, (including, without limitation, any legal costs and disbursements), expenses, damages, liabilities, losses, actions suffered by Us, directly or indirectly and whether wholly or in part resulting from failure by You to comply with clause 3 of these Terms We will not be liable to You where We are unable to carry out Our obligations under these Terms as a result of a breach by You of the provisions of clause 3. 3.6 If You receive notification from Us or any third party that any material on Your web site is defamatory, in breach of copyright or illegal You will inform Us forthwith and, if so requested, remove the same. 4 OUR EQUIPMENT AND SERVICES EQUIPMENT 4.1 We will provide Our Equipment and Services Equipment at Our Site or a Carriers site. 4.2 Following installation of the Services Equipment, We shall carry out Our standard test procedures to ensure that the Service is ready for use by You. Where We are designing a Solution for You, We will agree the acceptance tests, the acceptance procedure and the acceptance criteria with You. 4.3 Title to Our Equipment and Services Equipment will remain with Us at all times and nothing will operate to transfer ownership of or rights in Our Equipment and Services Equipment to You. 5 OUR OBLIGATIONS 5.1 You accept and agree that the Service or Solution that We provide to You is based on Your requirements as agreed and that if the information You gave Us is incomplete, incorrect or inaccurate: (a) We will not be responsible for providing a Service or Solution that fails to meet Your needs; (b) We may review the Service or Solution and suggest changes which may have a price impact; and (c) We may revise or replace any agreed proposal with You. 5.2 We may charge You at a rate We agree with You for the preparation of a proposal if Your required Solution is complex or if We have to revise or replace such proposal in circumstances set out in clause 5.1(c) above. 5.3 We shall be entitled to modify and/or replace any of Our Equipment and/or Services Equipment from time to time if We consider such modification and/or replacement is reasonably necessary for the continued provision of the Service. 6 USE 6.1 Under the Terms You will not use or permit any User or third party to use the Service for the purposes of sending, posting, publishing, distributing, disseminating or transmitting, storing, or in any way in connection with, any message communication or material which is offensive, abusive, indecent, obscene, harassing or menacing or which does, or is intended to, cause annoyance, inconvenience or worry or which is fraudulent or defamatory or contains or breaches another party’s proprietary information (including trademarks or other copyright material) or is otherwise unlawful or which (in Our reasonable opinion) brings the name of the Light into disrepute or in any way which intentionally causes damage or disruption to the Service or which damages, or may damage, Our brand and/or Our reputation. 6.2 Both parties agree to fully co-operate with the Police and any other relevant authorities (the “Regulatory Authorities”) in connection with any misuse or suspected misuse of the Service and You consent to Our co-operating with any Regulatory Authorities in connection with any suspected illegal and/or fraudulent activity related to or connected with the Service and You agree that We may divulge such information as the Regulatory Authorities may reasonably require in relation to this Agreement. 6.3 We commit to make available to You the agreed Bandwidth required, subject to these Terms 6.4 The Fees shall be in accordance with the amount of Bandwidth You chose according to the Service selected by You. 7 FEES AND PAYMENT TERMS 7.1 The Fees in relation to the Service can comprise of a connection charge (for all new and upgrade installations) and an ongoing monthly, quearterly, or annual recurring service charge. 7.2 You will pay Us all appropriate Fees at the rates, times and frequencies as set out in this clause. (a) The connection charges will be payable on or prior to the Service Start Date. (b) The recurring Fees payable in relation to the Service will be payable in advance commencing on the Service Start Date. 7.3 We may increase the Fees by giving You 45 days prior notice. You may terminate this Agreement on 30 days written notice if You do not want to pay the increased Fees. 8 INTELLECTUAL PROPERTY 8.1 Any software contained on Our Equipment or the Services Equipment and any software or documentation provided by Us in connection with the provision of the Service is, and will remain, Our property or that of Our licensors. 8.2 Any software or documentation You provide under these Terms is, and will remain, Your property or that of Your licensors. 8.3 You are granted a non-exclusive, non-transferable right to use such software and documentation only for the purpose of using the Service. 8.4 You will not make any modifications to such software or documentation. You will indemnify and keep Us indemnified against any costs, losses, damages, or liability that We may incur due to You amending or in any way, altering such software or documentation, or using it for a purpose not permitted by these Terms. 8.5 Upon termination of this Agreement, each party shall immediately cease to use the others software and/or documentation supplied under these Terms and (at the others absolute discretion) shall return or destroy the same. 8.6 If You choose to terminate this Agreement prior to the end of the Initial Term, You must give Us not less than 30 days’ written notice and pay Us an early termination charge ("Early Termination Charge"). The Early Termination Charge will be 50% of the total current Term fee payable. 8.7 You acknowledge that Our Fees have been calculated on the basis that this Agreement will continue until the end of the Initial Term as We may have spent money on set up costs and accordingly agree that it is reasonable for Us to require the payment of the Termination Payment as calculated above. 8.8 We reserve the right to display details of any software project, website design, or internet development that we have developed in part, in full, or in partnership with any 3rd parties to be used in Our portfolio and / or website for prospective clients unless we have specifically agreed in writing with You prior to completion of the project 9 DATA PROTECTION 9.1 It is agreed that You are the Data Controller and We are the Data Processor with those expressions having the meaning given to them in the Data Protections Act 1998 (the “Act”). 9.2 The parties acknowledge that in providing Services to You, We may process Personal Data including without limit transferring it outside the European Economic Area and/or disclosing it to third parties. 9.3 We shall: (a) put and in place adequate, technical and organisational security measures so that the confidentiality of this processing complies with the Act; and (b) only act in accordance with Your instructions as reasonably necessary for the provision of the Service when processing Personal Data. 9.4 You shall: (a) comply fully with all of Your obligations under the Act and not cause Us to be in breach of the Act; (b) obtain adequate consents from Your customers and/or employees for any transfer of Personal Data; (c) be responsible for the instructions You may give Us regarding the processing of Personal Data; and (d) notify Us in advance if You require Us to process Sensitive Personal Data on Your behalf and the nature of such Sensitive Personal Data and state what (if any) additional measures You require Us to take in relation to the processing of such Sensitive Personal Data. PART B - E-MAIL SERVICES BACKGROUND This section of Part B relates only to E-mail Services. 1 DEFINITIONS 1.1 In this Part, the following terms shall have the following meanings: • Service - the provision of E-mail Services; • Start Date - the date upon which Your e-mail domain name is transferred to Us or registered by Us and We provide connection details to You. 2 We agree to provide the Service to You from the Start Date. 3 The Virus and Spam Scanning Service 3.1 Description of the Service • We will carry out anti-virus and spam scanning on all inbound and some outbound mail. • The scanning is integrated into our messaging servers and delays will normally be in the order of a few minutes. • We will update our virus and spam profiles automatically and frequently. 3.2 Procedure • Where a virus or spam email is detected in an incoming message to You, the message will be quarantined and deleted. You will not be notified, as the sender of the virus will be false or the message generated automatically and deemed noise. 3.3 Limitations • This service scans Your email, checking for known viruses and spam. There is always a risk that a virus is new and won’t be detected or that our system is circumvented by a virus. Accordingly We do not promise to trap all viruses and You should employ Your own virus protection. • This service does not protect You from viruses downloaded from web sites, or loaded from floppy disk or CD ROM. • We are unable to scan protected files and these will be passed through without being scanned. Accordingly You should take extra precautions with encrypted or password protected files. PART B - DOMAIN NAME REGISTRATION SERVICES BACKGROUND This section of Part B relates only to Domain Name Registration and does not take effect if no domain name registration is requested. 1 DEFINITIONS 1.1 In this Part, the following terms shall have the following meanings: • Fixed Period - a period of either 12 or 24 months commencing on the Start Date, or each annual or biennial anniversary thereof, depending on the domain name registered and as detailed on Our Web Site; • Service - the registration of domain names; • Start Date - the date of acceptance by Us or Your order. 2 REGISTRATION 2.1 We agree to register such domain name(s) that You request on the Start Date and for the initial Fixed Period, subject to these Terms. This registration must be one of the suffixes set out on the order. The registrations will be charged at the rate set out on our Web Site or in agreement with You prior to the order. 2.2 In the event that the domain name You require is not available then We will inform You of this and request alternatives. 2.3 You must have an IP address that is validated in the United Kingdom to register a domain name using the Domain Name Registration services described in this section of Part B. 2.4 We reserve the right to refuse to register any domain name for any reason (acting in our entire discretion) including but not limited to any domain name which: (a) We believe is being registered in bad faith; or (b) may in Our opinion be likely to infringe Our rights or the rights of any third party. 3 TERM AND TERMINATION 3.1 The Service shall be provided to You during the Fixed Period and thereafter as may be agreed. 3.2 On the expiry of the Fixed Period, We will either: 3.2.1 renew Your Domain name registration and the Charges for the Service shall be payable by You; and You will enter into a further Fixed Period for the provision of the Service, in accordance with these Terms; or 3.2.2 You may request Us to transfer Your Domain name without charge. 3.3 If any domain name registered by Us is transferred during the Fixed Period, We will charge to You an early termination charge of the full domain registration fee for the relevant Fixed Period (including the initial Fixed Period). 4 TLD AND ccTLD ADDITIONAL TERMS You acknowledge that We act as agent for the registrar of the TLD, ccTLD and/or sub-level domain registries. We may also act as agent for Our third party registrars, appointed by the applicable registry for the purpose of registering domain names. As a consequence, in addition to the Terms set out in this Part B (Domain Name Registration) and Part A, You agree to be bound by Our third party registrars and/or the applicable registry’s terms for the provision of the Services and dispute resolution procedures, as follows: 4.1 .com, .org, .net, .info, .biz and .eu Our third party registrar’s terms for the registration of the Service, available at http://resellers.tucows.com/contracts/tld/exhibita and the registry’s policy governing the process of dispute resolution available at http://www.icann.org/dndr/udrp/policy.htm. 4.2 .co.uk, .ltd.uk, .org.uk and .plc.uk The registry’s terms for the registration of the Service, available at http://www.nic.uk/registrants/legal/terms/, the registry’s dispute resolution policy available at http://www.nic.uk/disputes/drs/policy/, the process for dispute resolution, available at: http://www.nic.uk/disputes/drs/procedure/ and the rules of registration available at: http://www.nic.uk/registrants/legal/rules/. 4.3 .gov.uk and .ac.uk The registry’s terms available at http://www.ja.net/services/connections/domain/index.html. Specific attention is drawn to the sections entitled Eligibility (http://www.cabinetoffice.gov.uk/e-government/resources/handbook/html/1-9- 2.asp or http://www.ja.net/services/connections/domain/registering-ac/eligibility/index.html), Procedure (http://www.ja.net/services/connections/domain/registering-gov/gov-procedure.html or http://www.ja.net/services/connections/domain/registering-ac/ac-procedure.html), Appeals (http://www.ja.net/services/connections/domain/registering-gov/gov-appeals.html or http://www.ja.net/services/connections/domain/registering-ac/ac-appeals.html) and Data Protection, available at: http://www.ja.net/services/connections/domain/data-protection.html 4.4 .uk.com, .uk.net, .eu.com, .gb.com and .gb.net The registry’s terms for the registration of the Service, available at http://www.centralnic.com/terms and the registry’s policy governing the process of dispute resolution available at http://www.centralnic.com/support/dispute/policy and the rules governing the process available at http://www.centralnic.com/support/dispute/rules. 5 General 5.1 We register all domain names on your behalf. 5.2 You acknowledge and understand that Our third party registrar’s and the applicable registry may update its terms and/or policies from time to time. As such, You should consult the terms from time to time to ensure that You are aware of the most current version of such terms. 5.3 You will indemnify Us against all claims, losses and liabilities incurred by Us as a result of Your failure to comply with Our third party registry’s and/or the registrar’s terms for the supply of the Services.