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CONTENTS
1. THE SERVICE
2. RIGHT TO CHANGE USERNAME, INTERNET ADDRESS
AND PASSWORD
3. PAYMENTS
4. USAGE
5. TELECOMMUNICATION TARIFFS
6. LIABILITY
7. CHANGES TO THE SERVICE
8. SUSPENSIONS
9. TERMINATION
10. EXPENSES OF THE COMPANY
11. CONFIDENTIALITY
12. OTHER PRINTED OR STANDARD CONDITIONS
13. VARIATION
14. SERVICE LEVEL GUARANTEE
15. GOVERNING LAW
16. DEFINITIONS AND INTERPRETATION
1. THE SERVICE
1.1 Subject to these Conditions Scot Systems will:
1.1.1 register the Customer's Domain Name;
1.1.2 provide the Web Site Hosting Service and;
1.1.3 provide the products and services set out in the Customer
Contract.
1.2 Domain Registration is subject to the availability of the requested
Domain Name, and the Customer accepts that registration can take
from 1 to 40 working days from the later of the date of payment
and receipt of full details by Scot Systems.
1.3 Domain Name renewals are the responsibility of the Domain Owner.
The Domain Owner must not rely upon receiving notification from
registrars, agents or resellers for domain renewals. It is the responsibility
of the Domain Owner to ensure the renewal fees, has been received
by the registrar within the existing registration period.
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2. RIGHT TO CHANGE USERNAME, INTERNET ADDRESS
AND PASSWORD
Scot Systems shall have the right from time to time to change the
Customer's Username, Internet Address and/or Password allocated
by Scot Systems for the purpose of essential enhancement, modernisation
or other work deemed necessary to the operation of the Web Site.
Any changes will be notified from Scot Systems to the Customer by
email or fax.
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3. PAYMENTS
3.1 The payments which the Customer must make under any Additional
Customer Order Form are subject to this Agreement.
3.2 The Customer must provide Scot Systems with such information
as may be required to enable Scot Systems to complete the web site
within a reasonable timescale. If the Customer fails to provide
such information, the Customer must still make the payments due
under this Agreement and a basic web site may be created on the
Customer's behalf.
3.3 If payments are not made on time, Scot Systems have the right
to suspend, withdraw or terminate the Service. The Customer will
be responsible for any cost incurred by Scot Systems in recovering
monies the Customer owes Scot Systems which are overdue. In particular
Scot Systems reserve the right to charge the Customer interest at
the rate of 1% per above base rate based upon all such overdue amounts.
3.4 All payments due to be made by the Customer under any Additional
Customer Order Form shall be made to Scot Systems within 30 days
of an invoice being issued by Scot Systems to the Customer.
3.5 Unless agreed with Scot Systems in writing the maximum bandwidth
is set at 1 gigabyte of downloads per month from the Customer's
web site. If this figure is exceeded Scot Systems have the right
to increase charges.
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4. USAGE
The Customer hereby agrees to:
4.1 accept and abide by the Scot Systems Acceptable Use Policy
as published on the Scot Systems Web Site at www.scotsystems.co.uk
and as may from time to time be changed;
4.2 refrain from transferring any illegal material (including but
not limited to material which may be deemed to be offensive, abusive,
indecent, defamatory, obscene, menacing or in breach of copyright,
privacy or other rights) to or from other users of the service or
the PDN and any other privately owned and operated services to which
Scot Systems may from time to time provide access;
4.3 refrain from sending menacing, offensive or annoying messages
(commonly referred to as, but not exclusively, "spam"),
whilst using the Service via Scot Systems or any other ISP;
4.4 not divulge their Password to any third party and use all reasonable
endeavours to keep the same confidential and inaccessible to third
parties;
4.5 keep Scot Systems informed of any changes to the Customer's
address and other such information as may affect any payments due;
and
4.6 not use or permit the usage of the Service in an unlawful manner
or in contradiction of published legislation and regulation governing
the Internet.
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5. TELECOMMUNICATION TARIFFS
The Customer warrants to Scot Systems on the date of this Agreement
and on an ongoing basis throughout this Agreement, that it has independently
verified the Retail Rates, POLOs, Transit Charges and any other
applicable charges by reference to BT's retail and carrier price
list from time to time.
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6. LIABILITY
Scot Systems shall not be liable for the following:
6.1 indirect damages, loss of profits, business revenue, goodwill
or any economic loss;
6.2 the accuracy or completeness of the content of the Web Site;
6.3 any loss incurred by the Customer in reliance upon information
obtained through the Service in making a business or other decision;
6.4 any claim made against the Customer by another third party
that does not follow a breach of these Conditions by Scot Systems;
6.5 any loss or damage to the Customer caused by or arising from
any act or omission of the Customer, any PTO or other client or
persons; or
6.6 any act caused as a result of force majeure or beyond Scot
System's control.
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7. CHANGES TO SERVICE
If any Network Operator shall discontinue the provision of telecommunications
services to Scot Systems or shall alter by modification, expansion,
improvement, maintenance or repair the telecommunications services
or any part thereof provided to Scot Systems or shall disconnect
the Customer's apparatus from the PSTN, PDN or Internet, Scot Systems
shall be entitled to discontinue, alter, modify, expand, improve,
maintain, repair, suspend, suspend, disconnect or otherwise change
the Service as necessary.
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8. SUSPENSION
The Service may be suspended by Scot Systems without notice and
without prejudice to Scot System's rights of termination under clause
9 in the event of the following:
8.1 failure by the Customer to make any payment to be made to Scot
Systems on its due date for payment; or
8.2 if the Customer does or suffers anything to be done which jeopardises
the Service or any network to which the Customer is from time to
time connected.
8.3 No such suspension shall affect the liability of the Customer
to pay charges and other amounts to Scot Systems.
8.4 During suspension Scot Systems reserves the right to refuse
to release the Customer's Internet Address as issued by Scot Systems.
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9. TERMINATION
9.1 Scot Systems or the Customer may terminate this Agreement by
notice in writing to the other if the other commits a material breach
of this Agreement and shall fail to remedy the same within thirty
days of service of a written notice specifying the breach, requiring
its remedy and referring to the right to terminate this Agreement
in the event of default. For the avoidance of doubt, any failure
by the Customer to pay any monies due to Scot Systems on the date
they became due shall be deemed to be a material breach.
9.2 Domain name hosting and transfer request for DNS records must
be in writing with the authorised signature of the Domain Owner.
There is no charge for transfer, but a small charge may be made
for the administration. Domain Name transfers will not be made until
all outstanding amounts have been paid by the Customer, and until
such time Domain Names shall remain the property of Scot Systems.
9.3 Termination of the Agreement shall not affect any pre-existing
liability of the Customer or affect any right of Scot Systems to
recover damages or pursue any other remedy in respect of any breach
by the Customer of the Agreement.
9.4 If this Agreement is brought to an end for any reason, the
Customer must immediately pay Scot Systems all arrears of payment
and any other sums due to Scot Systems at the date that the Agreement
is brought to an end.
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10. EXPENSES OF SCOT SYSTEMS
The Customer shall pay Scot Systems all costs and expenses (so
that any legal fees shall be based on an indemnity basis) incurred
by Scot Systems in enforcing any of these Conditions, or in exercising
any of its 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 Scot Systems.
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11. CONFIDENTIALITY
Each party hereto undertakes to the other that it shall keep, and
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 first party may receive or obtain in connection
with or incidental to performance of the Agreement, provided that:
11.1 the first party shall not be prevented from using any general
knowledge, experience and skills not treated by the second party
as confidential or which do not properly belong to the other party
and which the first party may have acquired or developed at any
time during the Agreement.
11.2 the first 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 second party
11.3 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 by
statute or under subordinate legislation, where such information
is required by law or is otherwise properly required under a PTO
licence, Office of Telecommunications regulation, or Code of Practice
or otherwise.
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12. OTHER PRINTED OR STANDARD CONDITIONS
12.1 All services are provided on the foregoing conditions which,
together with any special terms set out on an Order or in the
Agreement, constitute the entire agreement to the exclusion of
any other terms and conditions and no agreement terms and conditions
contained in any document sent by the Customer to Scot Systems
shall be of any effect with respect to the Agreement unless expressly
accepted by Scot Systems.
12.2 The Customer acknowledges that the Customer has not relied
on and shall not be entitled to rescind the Agreement or to claim
damages or any other remedy on the basis of any representation,
warranty, undertaking or statement which is not set out in these
conditions, the Agreement or an Accepted Order.
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13. VARIATION
Scot Systems reserves the right to vary these Conditions as a result
of changes required by its insurers, new legislation, statutory
instruments, Government regulation or licences. These Conditions
may not otherwise be varied or waived except by express written
agreement.
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14. SERVICE LEVEL GUARANTEE
Scot Systems warrants that its supply of access to the Internet
shall be available at a level of 99.7% per year (the "Service
Level Guarantee").
14.1 This warranty excludes, local circuits, failures of local
network, and/or equipment not operated by Scot Systems.
14.2 In the event of suspension of Service due to a technical
fault in the network or act of God, Scot Systems will use all
possible endeavours to resume service with minimum delay but will
not be responsible for loss suffered by the Customer. Scot Systems
may suspend the Service from time to time for necessary technical
reasons and network upgrades without invalidating its Service
Level Guarantee set out above provided that 12 hours' notice via
Scot Systems network status page or email has been given to the
Customer and the period of suspension is not more than one hour.
Scot Systems shall use its reasonable endeavours to time such
suspensions between 0000 hours and 0600 hours local time.
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15. GOVERNING LAW
This Agreement and the Customer Contract are subject to Scots Law.
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16. DEFINITIONS AND INTERPRETATION
16.1 In these conditions
"Accepted Order" means an Order which has been accepted
by Scot Systems, acceptance being indicated by an Order being
signed by Scot Systems and returned to the Customer;
"Additional Customer Order Form" means page 2 of the
Customer Contract containing details of initial added services,
development services, total upfront cost and signatures.
"Agreement" means any agreement made subject to these
Conditions that shall incorporate these Conditions;
"BT" means British Telecommunications plc;
A "Call" is defined as the connection of one or more
parties via the networks or the PSTN by which the ability to transmit
or receive digital data or other information is made possible.
This applies to one and two way traffic and includes any recorded
and/or automated transmissions and or the reception of data;
"Customer" means any person or organisation with whom
Scot Systems enters into an Agreement subject to these conditions;
"Customer Contract" means the Initial Customer Order
Form and the Additional customer Order Form;
"Domain Name" means a name that defines one or more
Internet Protocol address;
"Domain Owner" means the owner of one or more Internet
Protocol address;
"Domain Name Server" (DNS) means…………………..
"Initial Customer Order Form" means page 1 of the Customer
Contract containing customer details and web site details;
"Internet 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 Scot Systems is from
time to time connecting or otherwise forwarding data to and from
the Customer;
"Internet" means the global data network comprising
interconnected networks using TCP/IP to which Scot Systems is
connected and provides access to its Customers;
"ISP" means an Internet Service Provider;
"Network Operator" means the legal entity or entities
responsible for operation of a communications network;
"OLO" means a Network Operator other than BT (or Other
Licensed Operator);
"Order" means an order for goods and for services signed
by the Customer on the Additional Customer Order Form;
"Password" means the alphanumeric characters chosen
and used exclusively by the Customer at his own risk for the purpose
of securing and maintaining the exclusivity of his access to Scot
System's service;
"PDN" means the Public Data Network operated by a PTO
as defined by the Telecommunications Act 1984;
"POLO" is the pence per minute "payment to OLO"
rate payable by BT to Scot System's telecommunication provider
from time to time for the termination of a Call originated on
the BT telecommunications system to a Customer as set out in BT's
carrier price list from time to time;
"PSTN" means the Public Switch Telephone Network operated
by a PTO as defined by the Telecommunications Act 1984;
"Retail Rates" means the rates from retail telecommunications
services provided by BT as set out in BT's retail price list from
time to time;
"Services Commencement Date" means the date identified
as the delivery date on the company invoice to the Customer;
"Service" means the services described in the current
Scot Systems literature together with such Value Added Services
to be provided by Scot Systems to the Customer but in any event
include the provision of data network services using TCP/IP. Representations
made by Scot Systems distributor will not form part of this agreement
unless confirmed in writing prior to purchase of the service;
"TCP/IP" is the abbreviation for Transmission Control
Protocol/Internet Protocol;
"Transit Charges" means the charges payable to BT by
Scot Systems telecommunications provider for the transit of Calls
originated on an OLO's system and terminated on an OLO's system,
as set out in BT's carrier price list from time to time;
"User Name" means such sequence of alpha numeric characters
as are used from time to time by the Customer to identify himself
to other users of other computers to which Scot Systems is from
time to time connecting or otherwise forwarding data to and from
the Customer;
"Web Site" means a method of making data available
on the Internet;
"Web Site Hosting Services" means the provision of
Internet space by Scot Systems to the Customer for the purpose
of publishing the Web Site on the Internet.
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