Terms & Conditions
2. Duties and Responsibilities3. Warranties
4. Term and Termination
5. General
Service Charges and Payment
1.1 The Customer agrees to pay Shelton Internet Ltd ("SHELTON") charges, as specified on this SERVICE AGREEMENT ("SA"), for the service under Customer's Orders. SHELTON reserves the right to modify its charges for the Service upon 30 days written notice.
1.2 Service charges will be invoiced monthly and payment must be received by SHELTON within 30 days after the date of the invoice. SHELTON may charge daily interest on outstanding amounts until payment in full is received at a rate equal to 4 per cent per annum above the Barclay Bank plc Base Lending Rate as current from time to time.
1.3 Upon Customer request, as selected in any Order submitted hereunder, SHELTON agrees to invoice in the manner and currency set forth in such Order. Customer's selection, subject to continued availability by SHELTON, are:
a) Service charges will be raised in the local currency associated with the country in which Customer accesses the Service, and in accordance with SHELTON's then current rates. For example, if the customer accesses the service in Japan through the Service's local access site, their usage will be rated in Yen.
b) Although Service charges are rated as maintained above, Customer may request that charges for all users affiliated with the account or accounts be consolidated and billed in one pre-selected remittance currency. In such cases, the foreign exchange rates used to convert Service charges rated in foreign currencies to the pre-selected remittance currency will be the exchange rates per the Wall Street Journal for the last Friday of the month that is a non-holiday.
c) In cases where Customer establishes multiple/separate accounts for the service for accounts of its Branch offices, subsidiaries or affiliates, in and outside of the United Kingdom, each location may be regionally invoiced in a separate pre-selected currency.
1.4 All sums due to SHELTON under any SA are exclusive of Value Added Tax ("VAT"), and any other use or sales taxes, duties, or levies imposed by any authority, government, or government agency which may apply or be introduced from time to time which shall be charged thereon in accordance with the relevant regulations in force at the time of providing the Service and shall be paid by the Customer.
1.5 If the service is subject to a tariff, the terms and conditions of such tariff (including price), shall govern Customer's use of the Service, including any charges imposed by any local exchange carrier.
Duties and Responsibilities
2.1 Customer agrees to pay in accordance with SHELTON's then current rates for maintenance and other service activities relating to the Service, if any, in accordance with SHELTON's then current rates and to pay for loss or damage to equipment used in providing the Service due to Customer's actions.
2.2 Service will be furnished to Customer subject to the condition that they will not, nor will it permit others to, use the Service for unlawful purposes or any purpose for which the Service was not designed including unauthorised use, obtaining or attempting to obtain service by rearranging, tampering with or making connection with any facilities of SHELTON or by any deception, scheme, false representation or false credit device, or by or through any other fraudulent means or devices whatsoever.
2.3 Customer will indemnify and save SHELTON harmless from and against all loss, liability, damage and expense, including reasonable counsel fees, caused by the negligent acts or omissions of the Customer or user which result in claims for damage to property and/or injury or death to persons, claims for libel, slander, invasion of privacy or infringement of copyright, or any actions bought pursuant to the provisions of the Data Protection Act, including any amendment, replacement, or re-enactment thereof for the time being in force, and invasion and/or alteration of private records or data arising from any information, data or message transmitted by Customer or its users, and claims for infringement of patents arising from the use of apparatus and systems of the Customer in connection with the Service furnished by SHELTON.
2.4 Customer will be responsible for the content of any transmission over the Service and the connection of any non SHELTON equipment to the Service.
2.5 Customer shall use its best endeavours to protect and keep confidential all software used by it and shall make no attempt to examine, copy, alter, "reverse engineer", tamper with, or otherwise misuse such software.
2.6 Customer shall comply at all times with all relevant statutory and licensing obligations in connection with accessing the Service.
2.7 Customer's right to use the Service are personal to Customer and its authorised users, non-exclusive and non-transferable.
2.8 Customer agrees to provide a suitable environment for any equipment necessary to provide the service. Customer agrees to permit reasonable access to SHELTON's employees, agents or contractors onto its premises whenever necessary for purposes of installation or repair of SHELTON supplied equipment necessary to promote the service.
2.9 SHELTON shall be responsible for i) installation of all SHELTON's supplied equipment necessary to provide Service, ii)all cabling for the connection of SHELTON supplied equipment. Title to any leased SHELTON equipment installed at the Customer's site, hereunder shall at all times remain with SHELTON. 2.10 SHELTON will maintain the Service and provide Customer and its authorised users of the Service such training, instructional material and other support service as deemed appropriate at SHELTON's then current prices for such support services.
Warranties
3.1 SHELTON warrants the Service provided will conform to SHELTON's current service specifications. The Customer's sole remedy in the event of non-performance is resumption of the Service. SHELTON's sole liability for any damages due to any defect or non-performance of the Service is limited to those actually proven as directly attributable to SHELTON, limited to the monthly charges paid for the Service from the date said damages were incurred, but in no event more than three months of charges, subject to a ceiling of 10,000 pounds in the aggregate under this Agreement.
3.2 SHELTON will not be responsible for any delay in or failure of the Service due to any occurrence beyond SHELTON's control.
3.3 SHELTON WILL NOT BE LIABLE FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, SHELTON MAKES NO WARRANTY, EXPRESS OR IMPLIED, RELATING TO THE FITNESS OR PURPOSE OF THE SERVICE OR MERCHANTABILITY.
Term and Termination
4.1 Either Party can terminate this Agreement upon 30 days of written notice.
4.2 SHELTON shall not be required to give notice of beginning of its performance hereunder. SHELTON reserves the right to disconnect the Service if the Customer does not fulfil its obligations under this Agreement.
4.3 In the event of default which include failure by Customer to pay any amounts; or failure by either Party to cure any breach of a term or condition in this Agreement within 10 days after written notice; or if an interim order is made, or a voluntary arrangement approved, or if a petition for a bankruptcy order is presented, or a bankruptcy order is made by either Party, or a voluntary arrangement is approved or an administration order is made, or a receiver or administrative receiver is appointed of any of either Party's assets or undertaking or a resolution or petition to wind up either Party is passed or presented (otherwise than for the purposes of reconstruction or amalgamation); or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order, the other party shall be entitled to terminate this Agreement without further liability, except that the Customer agrees to pay for all sums due up to the time of such termination.
General
5.1 All notices from either party to the other shall be sent by first class prepaid post.
5.2 This Agreement may not be assigned, delegated, transferred or otherwise dealt with, without the prior written consent ofFL. Customer authorises SHELTON to assign or transfer this Agreement, including any and all billing and service provisioning activities, to any third party for Service to be provided outside the UK as necessary to enable SHELTON to provide the service.
5.3 No action, regardless of form, arising out of this Agreement may be brought by either party more than two years after the cause of action has arisen.
5.4 This Agreement may not be waived, altered, or modified, except by a writing signed by authorised representatives of SHELTON and Customer. No agent, employee or representative of SHELTON or Customer has any authority to bind SHELTON or Customer to any affirmation, representation or warranty unless such is specifically included in this written Agreement.
5.5 The section headings in this Agreement are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement.
5.6 This Agreement shall be governed by and construed and interpreted in accordance with English law, and the parties submit to the jurisdiction of the English Courts. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable the validity, legality and enforceability of the remaining provision shall not be in any way affected or impaired thereby.
THE PARTIES FURTHER AGREE THAT THIS AGREEMENT CONSTITUTES THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THEM, AND SUPERSEDES ALL PROPOSALS, ORAL, OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THEM RELATING TO THE SUBJECT HEREOF. THIS SERVICE AGREEMENTSHALL CUMULATIVELY CONTAIN THE ENTIRE CONTRACT BETWEEN THE PARTIES.
