Terms & Conditions
These are the terms and conditions you agree to abide by when dealing with Wessex Networks.
1.1 In these Terms and Conditions the following terms shall have the following meaning except where context clearly requires otherwise: -
“Wessex Networks” means Wessex Networks, Linchmere Place, Ifield, Crawley, West Sussex, RH11 0EX. “Agreement” means an agreement entered into between Wessex Networks and the Client encompassing provision of Services by Wessex Networks and payment for the same by the Client;
“Contract Document” means the Quotation, Service Specification or Service Level Agreement (as applicable); “Client” means the person, firm, company, organisation or enterprise contracting with Wessex Networks upon the signing of these Terms and Conditions;
“Tariff” means the list of fees from time to time payable to Wessex Networks by the Client in respect of the Services, as attached as a Schedule to these Terms and Conditions; “Quotation” means, where the Services are for a specified project, the written details of the Services to be provided by Wessex Networks, .
“Connection” means the connection to the Internet using the ADSL service, SDSL service, leased line service or dialup service as specified in the Contract Document and described in Wessex Networks’ literature or on the Wessex Networks Website at the date of the Contract Document by Wessex Networks and as provided to the Client by Wessex Networks;
“Domain Name” means a domain name requested by the Client on the Contract Document; “Services” means the services and connections to be provided by Wessex Networks to the Client as specified on the Contract Document; all reference to “Services” shall be construed accordingly;
“Server” means the computer server equipment operated by Wessex Networks or by third parties on Wessex Networks’ behalf in connection with the provision of the Services;
“Virtual Server” means the area on the Server allocated by Wessex Networks to the Client for use by the Client in connection with the provision of the Services; “Bandwidth” means the allocated transmission capacity, measured in bits per second, of the network connection as specified in the Agreement;
“Data Transfer” means all traffic that passes through the Server or Virtual Server including specifically but not exclusively web traffic, email, FTP transfers and any shell session data;
“Scheduled Maintenance” means any maintenance, repair or improvement that is performed during a standard maintenance window on Tuesdays from 11PM to 3AM local time and any other maintenance, repair or improvement of which the Client is notified at least 48 hours in advance, such notification taking the form of an announcement on the Wessex Networks Website or being made directly to the Client by postal mail, telephone, facsimile or email;
“BT” means British Telecommunications plc;
“Service Specification” means the written details of the Services to be provided by Wessex Networks;
“Service Level Agreement” means the document containing details of the service level to be provided by Wessex Networks;
“Terms and Conditions” means these terms and conditions.
1.2 Any Agreement between Wessex Networks and the Client shall be entered into on the basis of these Terms and Conditions to the exclusion of any other terms and conditions set out or referred to in any document or other communication used by either party in concluding such an agreement. These Terms and Conditions, together with the applicable Contract Document shall constitute the entire agreement between the parties. In the event of any conflict between these Terms and Conditions and any Contract Document the order of precedence shall be (1) the Service Level Agreement; (2) the Quotation or Service Specification (as applicable); and (3) these Terms and Conditions.
1.3 Clause headings and emboldening and italicisation of text are for ease of reference and do not form part of nor shall they affect the interpretation of these Terms and Conditions.
1.4 Where the context so admits or requires, words denoting the singular include the plural and vice versa and words denoting any gender shall include all genders.
1.5 References to each party include its permitted assigns and successors by operation of law.
1.6 A person who is not a party to this contract has no rights under the Contract (Rights of Third Parties) Act 1999 to enforce any Term of these Terms and Conditions.
1.7 Wessex Networks reserves the right to amend or modify these Terms and Conditions at any time, provided that it notifies the Client in writing prior to any such changes.
2 QUOTATIONS AND PROPOSALS
2.1 The terms of the Agreement shall be contained in the following Contract Documents:
2.1.1 for the provision of Services for a specified project, in the Quotation; and
2.1.2 for the provision of all other Services, in the Service Specification and Service Level Agreement.
2.2 Any Quotation or draft Service Specification supplied by Wessex Networks for the supply of Services shall not constitute a binding offer and Wessex Networks reserves the absolute right to withdraw or vary any such Quotation or draft Service Specification providing that the Client is notified in accordance with Clause 28.
2.3 All Quotations or draft Service Specifications are valid for a period of 30 days, unless otherwise stated.
3 PROVISION OF SERVICES
3.1 Wessex Networks shall provide the Services specified in the Contract Document to the Client.
3.2 From time to time, Wessex Networks may alter the technical specifications of any Services and alter the features and functions made available as part of the Services but shall use reasonable endeavours to ensure that the overall quality of Services and quantity and variety of features and functions remain consistent.
4 INTERNET SERVICE PROVISION
4.1 This Clause 4 shall apply where the Services include the provision of internet services connections by Wessex Networks.
4.2 Notwithstanding approval by Wessex Networks of the Contract Document for any Connection, Wessex Networks will only contract to provide any ADSL or SDSL Connection once BT has confirmed to Wessex Networks or its agents that a Broadband service can be delivered to the location specified in the Contract Document for that Connection.
4.3 The Client undertakes not to use the Connection for the provision of a web hosting or email hosting services unless otherwise explicitly specified in the Contract Document and accepted by Wessex Networks as an acceptable use of the Connection.
4.4 It is the Client’s sole responsibility to provide and maintain computer, modem and, where necessary, telephone filter and router equipment and software together with a suitable phone line at the Client’s premises in order to access the Connection. The Client is responsible for complying with all terms and conditions relating to any telecommunications service which is required to use the Connection.
4.5 IP addresses may be assigned to the Client but do not become the property of the Client and shall be returned when their use ceases or when they are replaced by other IP addresses. IP addresses are provided only on condition that the Client adheres in all respects to the RIPE terms and conditions.
5. WEBSITE HOSTING AND EMAIL SERVICES, SERVERS AND VIRTUAL SERVERS
5.1 This Clause 5 shall apply where the Services include the provision of hosting and email services by Wessex Networks
5.2 The Client’s use of such Services, including but not by way of limitation the writing, uploading and executing of data, scripts, applications and other software, shall be at the Client’s own risk.
5.3 Where this Agreement includes the provision by Wessex Networks to the Client of a Dedicated Managed Virtual Server (“DMV Server”) or Dedicated Managed Server (“DM Server”):
5.3.1 The sole use of the DMV server or DM Server shall be provided to the Client by Wessex Networks for the duration of the Agreement upon advance payment by the Client of the appropriate fees and charges and subject to the provisions of this Agreement and otherwise herein but, for the avoidance of doubt, at no time shall the DMV Server or DM Server become the property of the Client nor shall it be made physically available to the Client away from Wessex Networks’ hosting environment;
5.3.2 Wessex Networks undertakes the management and maintenance of the DMV Server or DM Server physical server hardware and network connections;
5.3.3 Wessex Networks shall manage and maintain such software as may be pre-installed on the DMV Server or DM Server at the time of provision (including but not by way of limitation a Linux-based operating system, web server and email server software) but specifically does not undertake and shall not in any way be liable for the management, maintenance or good-running of any software, data or other content provided by or uploaded to the DM Server or DMV Server on the Client’s behalf unless specifically and explicitly provided for elsewhere in this Agreement.
5.4 In the event of a Services fault, the Client undertakes to report the fault by telephone or electronic mail to Wessex Networks Support at the appropriate telephone number, URL or email address that Wessex Networks may from time to time provide. Upon receipt of the fault report, Wessex Networks will use reasonable efforts to correct the fault. Wessex Networks shall not, in any event, be liable for interruptions of Services or downtime of a Server.
5.5 Where an Agreement includes a Service Level Agreement specifying the agreed amount of availability of a specified Server or Virtual Server, that Server or Virtual Server is to be available to the Client for that agreed amount of the time in any calendar month, subject to the following terms and conditions:-
5.5.1 At the Client’s request, Wessex Networks will calculate the Client’s “Server Unavailability” in a calendar month. “Server Unavailability” consists of the number of minutes that the specified Server or Virtual Server was not available for use during that calendar month in excess of the amount of unavailability permitted under the relevant Service Level Agreement, and includes unavailability associated with maintenance other than Scheduled Maintenance. Server or Virtual Server downtime will be counted as Server Unavailability only if the Customer reports such downtime to Wessex Networks Support within five days of the downtime occurring. Server Unavailability will not include Scheduled Maintenance, unavailability of individual Services that are Client-configurable or any unavailability resulting from (a) the Client’s scripts, applications, equipment, or facilities or (b) acts or omissions of the Client, or any use or user of the Services authorised by the Client.
5.5.2 In an event of Server Unavailability the Client shall be entitled to a refund only as specified in the relevant server's SLA.
5.6 The use of any Server, Virtual Server or other Service provided for the Client’s use under this Agreement will be restricted to the amounts of data storage, bandwidth, domain names and users specified in this Agreement or from time to time notified to the Client on the Wessex Networks website or by email directly to the Client and additional usage will be payable by the Client at the rate set out from time to time in the Tariff.
5.7 In the event that the Client’s Service is upgraded the Client shall not longer be entitled to the use of any Server, Virtual Server or other Service replaced or superseded during the upgrade.
6 REGISTRATION OF DOMAIN NAME
6.1 This Clause 6 shall apply where the Services include the application for a domain name by Wessex Networks
6.2 If payment is not received for any Domain Name Wessex Networks may delete the domain or retain the domain for further sale for its own purposes and gain and shall not be liable for any loss or damage resulting from such action.
6.3 Registration and use of the Domain Name is at all times subject to the terms and conditions from time to time applied by the relevant naming authority which terms and conditions are hereby included into these Terms and Conditions. The Client is solely responsible for his own awareness of and compliance with such terms and conditions. For UK domain registrations the Client shall ensure that he is aware of and complies with the terms and conditions of Nominet UK, the UK naming authority, which can be found at www.nominet.uk/go/terms.
6.4 Whilst Wessex Networks will use reasonable endeavours to obtain the Domain Name for the Client, the
Client accepts that Wessex Networks cannot guarantee such registration and shall not be liable where the Domain Name is or becomes unavailable for any reason whatsoever or where the naming authority or registration agent refuses any registration request. The Client shall have no right to bring any claim against Wessex Networks in respect of refusal to register a Domain Name or cancellation of the Domain Name by the relevant naming authority. Any administration charge paid by the Client to Wessex Networks shall be non-refundable in the event of such unavailability or refusal.
6.5 The unavailability of the Domain Name or any replacement Domain Name shall not affect the validity of the relevant Agreement or the Client’s obligation to pay the charges set out in such Agreement.
6.6 Wessex Networks shall not be liable for any delay in activating the Domain Name on a Wessex Networks Server nor for any subsequent suspension or cancellation of the Domain Name by the naming authority or registration agent or their assigns or successors nor for any cost incurred by the Client as a result of such delay, suspension or cancellation. The Client’s obligation to pay the fees set out herein shall not be affected.
6.7 In the event that the Client shall fail to pay a renewal fee on or before the due date, Wessex Networks reserves the right to suspend the use of the Domain Name immediately or after the payment falls due. In the event that the Client shall fail to pay a renewal fee within a period of 30 days following the date payment falls due, Wessex Networks reserves the right to use or sell on the Domain Name for its own purposes and gain and shall not be liable for any loss or damage resulting from such action.
7 TRANSFER OF A DOMAIN NAME TO WESSEX NETWORKS
7.1 This Clause 7 shall apply where the Services include the hosting by Wessex Networks of a previously registered domain name (the “Existing Domain Name”).
7.2 Client shall be solely responsible for the transfer of the Existing Domain Name to Wessex Networks on or after the commencement of any Agreement and for any fees payable to any third party in relation to such transfer. In order to effect the transfer the Client shall request his existing Internet service provider or any other relevant third party:
7.2.1 In the case of UK Top Level Domains (TLDs) to modify the IPS Tag as required by Wessex Networks; and
7.2.2 In the case of international TLDs to replace the name servers, admin, technical and billing contact with the relevant details received from Wessex Networks.
8 TRANSFER OF A DOMAIN NAME FROM WESSEX NETWORKS
8.1 On termination of this Agreement, the Client may transfer the Domain Name or any Existing Domain Name to any third party server subject to completion by the Client of a transfer form and payment by the Client of any transfer fee set out in the Tariff in force at the time of termination.
8.2 Wessex Networks shall not be liable for any delay in such transfer howsoever caused and the Client’s obligation to pay the fees set out herein shall not be affected by any delay.
8.3 Wessex Networks reserves the right not to release the Domain Name or the Existing Domain Name for transfer out if the any minimum contract period specified has not yet expired or if the Client, at the time of termination, is in breach of any of his obligations set out herein.
9 RENEWAL OF DOMAIN NAME REGISTATION
9.1 Wessex Networks will automatically seek to renew the Domain Name or Existing Domain Name every year until the termination of this Agreement or the Service of hosting the Domain Name or Existing Domain Name.
9.2 In consideration for renewal of the Domain Name or the Existing Domain Name by Wessex Networks and prior to the renewal date, the Client shall pay to Wessex Networks the appropriate renewal fee set out in the Tariff in force at the time of renewal.
9.3 Wessex Networks reserves the right at all times not to renew any Domain Name or Existing Domain Name registered to the Client in the event of non payment by the Client for any of the Services, or for any breach by the Client of any Agreement between Wessex Networks and Client.
10 DIGITAL CERTIFICATE
10.1 On the Client’s request and Wessex Network’s acceptance of such request and on payment of the appropriate fee by the Client, Wessex Networks will provide the Client with a digital certificate certifying that electronic transmissions carried out in accordance with the terms of the digital certificate and Wessex Networks’ stipulations shall be secure and suitable for the carriage of credit card details (the “Digital Certificate”).
10.2 The Client acknowledges and agrees that any and all information relating to Wessex Networks and its operations which may be required by the Client or any credit card provider for the purpose of enabling the Client’s web site to process credit card transaction is contained in the Digital Certificate and that Wessex Networks shall be under no obligation to assist the Client in any way in his negotiations with any credit card provider.
11 BULK EMAIL
11.1 The Client acknowledges that the use of any Wessex Networks Services for the purposes of spamming or the sending of unsolicited email or junk mail is strictly prohibited and undertakes not to use for spamming or the sending of unsolicited email or junk mail any of the Services or any email address or Domain Name maintained on Wessex Networks equipment.
11.2 The Client undertakes only to use the Services for the sending of email to recipients who have knowingly and deliberately subscribed to or opted in to the Client’s specific service which provides such emails.
12. WEB DEVELOPMENT
12.1 Clauses 12 and 13 shall apply where the Services include web development by Wessex Networks
12.2 Should the Client require any modifications or refinements to the Services which deviate from the agreed- upon specification, Wessex Networks shall be entitled to compensation for such services at a rate as set out in the Tariff.
13 COMPLETION OF THE WEB PROJECT
13.1 Upon completion of the Services, Wessex Networks shall provide the software produced (“the Software Program”), including all responsibility for administration, maintenance, update, management and the like to the Client, subject to the provisions of Clause 13.2
13.2 The parties may enter into a separate written Agreement concerning the administration, maintenance, update, management and the like of the Software Program (“Website Maintenance Agreement) whereby Wessex Networks shall assume responsibility for the same in consideration of a regular fee to be paid in advance by the Client.
13.3 The parties agree that at any point after completion of the Services, the Client may request the source code from Wessex Networks, and Wessex Networks will provide this providing that all outstanding fees have been paid. Provision of the source code will include all necessary access codes and/or passwords and any other information required to render the source code accessible and modifiable.
13.4 The Client shall not be entitled to reject the Software Program or otherwise treat the Software Program as being in breach of this Agreement where the Software Program contains any Minor Flaws. In this Clause 13.4, “Minor Flaws” shall mean flaws which do not materially affect the running, operation, administration or maintenance of the Software Program.
14.1 This Clause 14 shall apply where the Services include the provision of anti-spam services.
14.2 The Client shall be responsible for checking all emails caught as spam by the anti-spam service on a regular basis. Wessex Networks shall have no liability in respect of an emails caught by the anti-spam service which are not spam or which otherwise may be wanted by the Client.
15 CHARGES AND PAYMENT
15.1 The fees, charges and subscriptions payable to Wessex Networks by the Client in respect of the Services and Connections are as specified in the Tariff or, in the case of Services not stipulated in the Tariff, as individually agreed between the Client and Wessex Networks. Except as otherwise explicitly provided for in this Agreement, all payments are to be made in advance and are non- exchangeable, non-refundable and non-transferrable.
15.2 In the event that the Services include provision of broadband internet connection services or back up services, the Client shall be additionally liable for charges in relation to the Client exceeding the usage limit on any such service. These charges shall be invoiced by Wessex Networks in the month following the month in which such excess usage occurred.
15.3 Wessex Networks shall invoice the Client in accordance with the Contract Document or these Terms and Conditions and all invoices shall be paid within 30 days of the date of such invoice.
15.4 All fees, charges and subscriptions given in the Tariff are charged in UK pounds sterling and are exclusive of VAT and any other applicable purchase tax, import and all other duties, which shall also be payable at rates from time to time in force. Should the Client wish to pay in another currency, he must first obtain Wessex Networks’ agreement and hereby undertakes to pay any costs associated with conversation to UK pounds sterling.
15.5 Wessex Networks reserves the right to increase or decrease its fees, charges and subscriptions for Services or Connections from time to time.
15.6 If the Client fails to pay any payments in accordance with these Terms and Conditions, then without prejudice to Wessex Networks’ other rights and remedies:
15.6.1 The Client shall be liable to pay to Wessex Networks a flat fee of £15 for each correspondence, including but not by way of limitation statements of account and reminders sent by post, fax or email;
15.6.2 The Client shall be liable to pay to Wessex Networks interest on the amount payable at an annual rate of 5% above the prevailing base rate of Barclays Bank plc, which interest shall accrue on a daily basis from the date payment becomes overdue until Wessex Networks has received full payment of the overdue amount together with all additional charges, bank charges and interest;
15.6.3 Wessex Networks reserves the absolute right to suspend or withdraw any or all Services without notice and to reinstate such Services only upon full payment by the Client of all due fees and charges including but not by way of limitation all fees and charges for Services, all correspondence fees as set out in Clause 15.6.1, all accruing interest as set out in Clause 15.6.2, all bank charges and related charges and a Reconnection Fee as specified in the Tariff. In the event that Services are suspended, withdrawn or terminated, Wessex Networks reserves the right to place a notice in lieu of the Client’s website and to reply to emails sent to the Client. Fees and charges payable under Clause 15.1 continue to be payable while related Services are suspended or temporarily withdrawn.
15.7 Should Wessex Networks offer a facility for the Client to pay for any ongoing fees by monthly, quarterly or annual standing order or other type of electronic transfer of funds, or should Wessex Networks agree to any request by the Client for the same, the Client shall be liable for all payment arrangements made with the Client’s bank so as to meet the payment dates. In the event of the Client or the Client’s bank failing to make any standing order payment or other electronic transfer of funds in full on the due date, the Client shall be held liable for the full annual premium and Wessex Networks reserves the right to withdraw any offer of monthly or quarterly payment and submit and invoice for the annual premium immediately. This invoice will be payable within 7 days.
15.8 Wessex Networks may from time to time provide the Client with documentation to be completed by the Client for the purposes of arranging a standing order, recurring debit, direct debit or other electronic transfer of funds but in all cases the Client shall be responsible for the correctness and veracity of information relating to the Client and the payment of monies by the Client as provided in such documentation.
16 CLIENT WARRANTIES
16.1 The Client warrants that it has provided accurate and complete registration information (including but not by way of limitation its name, postal or email address, phone number, credit or debit card information) and will promptly report any changes in such information to Wessex Networks.
16.2 The Client undertakes to keep secure any identification, password and other confidential information relating to the Client’s use of or access to any Wessex Networks Server or
other Service and undertakes to notify Wessex Networks immediately of any known or suspected unauthorised use or breach of security, including loss, theft or unauthorised disclosure of identification, password or other security information.
16.3 The Client accepts that Wessex Networks may from time to time change any or all usernames, passwords, IDs, server hostnames, URLs, URIs, IP addresses or other information provided by Wessex Networks and used by the Client to gain access to or use of any of the Services. Whilst Wessex Networks shall make all reasonable endeavours to notify the Client of any such change prior to its occurrence, Wessex Networks shall not be liable for any direct, indirect or consequential inconvenience, loss or damage of any kind which may be deemed to have arisen from any such change. Should the Client or any party acting for the Client ask Wessex Networks to disclose any username, password or other identification, Wessex Networks reserves the right to run such checks as Wessex Networks deems necessary (including but not by way of limitation the provision of written authorisation from the Client) and to change without prior notice any relevant password or other identification before disclosure where Wessex Networks at its absolute discretion sees fit.
16.4 Any third party software provided with the Service together with such third party’s electronic or printed licence agreement is included for use at the Client’s sole option, and any use of such third party software shall be governed by the third party’s licence agreement and not by this Agreement.
16.5 The Client shall indemnify Wessex Networks, its directors, employees, contractors, agents and affiliates and keep the same indemnified against all proceedings, losses, liabilities, damages (including legal costs), charges and expenses of whatsoever nature arising out of or in connection with any liability, action or claim that the Client’s website content or the Client’s use of any Wessex Networks Server, Virtual Server or any other Services or Connection violates the provisions of Clause 21 and its sub-clauses. The Client acknowledges that for these purposes it is irrelevant whether the Client knows or is aware of the nature of the Client’s Content.
16.6 The Client warrants that it has obtained for itself and for Wessex Networks all necessary consents, approvals and licences for use of any content or data included in the Client’s website or emails.
16.7 The Client warrants that it will use the Services only for lawful purposes. In particular, the Client represents, warrants and undertakes to the Company that;
16.7.1 The Client will not use the Services in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will the Client authorise or permit any other person to do so;
16.7.2. The Client will not publish, post, link to or transmit
18.104.22.168 any material which is unlawful, threatening, abusive, malicious, defamatory, obscene, pornographic, blasphemous, profane or otherwise objectionable in any way;
22.214.171.124any material containing a virus or other hostile computer program;
126.96.36.199any material which constitutes, or encourages the commission of, a criminal offence or which infringes any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction; provided by Wessex Networks to the Client.
16.8 The Client shall comply with all instructions and requests given or updated by Wessex Networks regarding the use of the Service which in Wessex Networks’ reasonable opinion is necessary in the interests of security, or to maintain or improve the quality of Services to Wessex Networks’ customers or the Client and any such instructions shall whilst they are in force, be deemed to form part of this Agreement
17.1 The Company warrants that the Services will be provided with reasonable skill and care.
17.2 THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WRITTEN OR ORAL, STATUTORY OR OTHERWISE.
18.1 Any deadlines advised by Wessex Networks or contained in the Contract Document shall be advisory only, and Wessex Networks shall not be liable for any failure to comply with any such deadlines.
19 INTELLECTUAL PROPERTY
19.1 Subject to Clause 19.2, all copyright, design rights and trademarks produced by Wessex Networks for the Client under this Agreement which is the property of Wessex Networks shall remain the property of Wessex Networks until all monies due to Wessex Networks under this Agreement have been paid, and upon Wessex Networks receiving all outstanding monies, Wessex Networks shall assign all intellectual property rights to the Client.
19.2 The copyright in any software, computer processes or code provided by Wessex Networks to the Client which belongs to Wessex Networks or which is produced by Wessex Networks for the Client under this Agreement (including any modifications of any software) shall at all times remain the property of Wessex Networks and Wessex Networks shall grant a non-exclusive licence of such copyright to the Client to use such software in connection with the Services for the duration of this Agreement. For the avoidance of doubt, such licence shall not be assigned, transferred or sub-licensed without the prior written consent of Wessex Networks.
19.3 The Client warrants that any copyright, trademark or other intellectual property provided by the Client for use by Wessex Networks in connection with the Services is the property of the Client and the Client shall grant a non- exclusive licence of such intellectual property rights to Wessex Networks for the duration of this Agreement.
19.4 The Client shall indemnify the Company in full against all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by the Company as a result of or in connection with any breach by the Client of Clause 19.3.
20 TERM AND TERMINATION
20.1 Unless otherwise specified in the Contract Document, this Agreement may be terminated by either party by providing 60 days’ written notice
20.2 Either party may terminate any Agreement governed by these Terms and Conditions with immediate effect on written notice if the other party (the “Defaulting Party”):
20.2.1 Commits a material breach or persistent breaches of these Terms and Conditions and (in the case of a breach or breaches which is or are remediable) fails to remedy the same within 30 days of receiving a written notice specifying the nature of the breach and requiring the same to be remedied; or
20.2.2 (without prejudice to clause 20.2.1), the Client fails to pay any sum due to Wessex Networks in accordance with the terms of this Agreement;
20.2.3 Becomes or is deemed to be insolvent or is unable to pay its debts (within the meaning of the Insolvency Act 1986) or the Defaulting Party enters into liquidation whether compulsorily or voluntarily or compounds with its creditors generally or has a receiver, administrator or administrative receiver appointed over all or any part of its assets or the Defaulting Party ceases to carry on all or a substantial part of its business.
20.3 For the avoidance of doubt, in the event of wither party being entitled to terminate this Agreement under Clause 22.2, that party may elect (at its entire discretion) to terminate all the Services provided by Wessex Networks, and not just the Service in respect of which the other party is in breach.
20.4 Notwithstanding any of its other remedies under these Terms and Conditions Wessex Networks shall, at its sole discretion, have the right to suspend or terminate any Services at any time without notice if: -
20.4.1 The Client is in breach of any of his obligations set out herein;
20.4.2 The Bandwidth used for the Client’s website, data and email traffic is exceeded beyond Wessex Networks considered acceptable use or is deemed by Wessex Networks to affect the performance of other clients’ websites or email;
20.4.3 The Client’s use of any of the Services is making demands upon a server which Wessex Networks considers to be outside an acceptable range or which Wessex Networks deems to be affecting the performance of other clients’ websites or email.
20.5 The termination of any Agreement (for whatever reason) shall not affect the respective rights and liabilities of each of the parties accrued prior to such termination.
21 CONSEQUENCES OF TERMINATION
21.1 Upon the termination of any Agreement for any reason whatsoever:-
21.1.1 Wessex Networks may cease with immediate effect its provision of any Services including but not limited to dial- up and broadband Connections, web site and data hosting, email services and the forwarding of web or email traffic; and
21.1.2 Each party shall on request promptly return any documents or papers relating to the business of the other party (including any of the other party’s Confidential Information as defined in Clause 24 below) which it then has in its possession or control.
22 WESSEX NETWORKS’ LIABILITY
22.1 UNDER NO CIRCUMSTANCES SHALL THE LIABILITY OF WESSEX NETWORKS UNDER OR IN CONNECTION WITH THE AGREEMENT EXCEED THE FEES PAID BY THE CLIENT IN RESPECT OF THE SERVICES FOR WHICH THE CLIENT HAS MADE A CLAIM.
22.2 WESSEX NETWORKS SHALL NOT BE LIABLE TO THE CLIENT BY REASON OF ANY REPRESENTATION (UNLESS FRAUDULENT), OR ANY IMPLIED WARRANTY, CONDITION OR OTHER TERM, OR ANY DUTY AT COMMON LAW, OR UNDER THE EXPRESS TERMS OF THE CONTRACT, FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE (WHETHER FOR LOSS OF PROFIT OR OTHERWISE), COSTS, EXPENSES OR OTHER CLAIMS FOR COMPENSATION WHATSOEVER (WHETHER CAUSED BY THE NEGLIGENCE OF THE COMPANY, ITS EMPLOYEES OR AGENTS OR SUB-CONTRACTORS OR OTHERWISE) WHICH ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT. NOTHING IN THE AGREEMENT SHALL LIMIT WESSEX NETWORKS’ LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY WESSEX NETWORKS’ NEGLIGENCE
22.3 In any event no claim against Wessex Networks shall be brought unless the Client has notified Wessex Networks of the claim in writing within six months of its cause arising.
22.4 In the case of any goods or services supplied by any third party as part of or which are necessary for the performance of this Agreement, including but not limited to any hardware, software or internet services, Wessex Networks provides no warranties in relation to these goods or services save to the extent that Wessex Networks has received the same from the third party providing the goods or services. Wessex Networks shall have no liability whatsoever for any damage directly or indirectly caused by any defect (inherent or otherwise) or failure of any goods supplied by a third party to meet any standard of satisfactory quality, any failure by a third party to provide services with reasonable skill and care or any failure by a third party to supply goods or services (including, without limitation, any failure of or interruption with any service provided by an internet service provider). Without prejudice to the generality of the foregoing, Wessex Networks shall have no liability whatsoever for the acts or omissions of any providers of telecommunication service or for faults in or failures of their apparatus.
22.5 UNDER NO CIRCUMSTANCES WILL WESSEX NETWORKS HAVE ANY LIABILITY FOR ANY LOSS DIRECTLY OR INDIRECTLY DUE TO ANY VIRUS, WORM, LOGIC BOMB OR TROJAN HORSE OR OTHER CODE THAT INDISCRIMINATELY REPLICATES ITSELF AND IS AUTOMATICALLY DISSEMINATED.
22.6 Wessex Networks shall not be liable for any damages, loss, costs or other expenses arising out of or in connection with any loss of or damage to any data, howsoever caused. Unless otherwise specified in the Agreement, the Client shall be solely responsible for the backup and retention of the Client’s data.
23 FORCE MAJEURE
23.1 Neither party shall be liable for any delay in performing or failure to perform its obligations where such delay or failure results from any cause or circumstance whatsoever beyond its reasonable control, including without limitation war, civil disorder, industrial disputes, inclement weather, acts of God, acts of local or central government or other competent authorities and failure by other services providers
24 CONFIDENTIAL INFORMATION AND SECURITY
24.1 All information, drawings, specification, documents, contracts, design material and all other data, which either party may have disclosed and may from time to time disclose to the other party relating to its business, clients, prices, services, requirements, the Tariff, the Services and these Terms and Conditions, including any technical specifications (the “Confidential Information”), are proprietary and confidential to the disclosing party.
24.2 Each party hereby agrees and undertakes to the other that it will use such Confidential Information and all other data solely for the purposes of these Terms and Conditions and will not, at any time during or after the completion, expiry or termination of any Agreement, use or disclose the same whether directly or indirectly, to any third party without the other party’s prior written consent.
24.3 Each party further agrees and undertakes that it will not itself or through any subsidiary or agent use, sell, licence, sub-licence, create, develop or otherwise deal in any Confidential Information supplied to it by the other party or obtained while performing any Agreement.
24.4 The Client undertakes to keep any username or password supplied by Wessex Networks confidential and to notify Wessex Networks immediately if any unauthorised third party becomes aware of any username or password or personal.
24.5 Each party will ensure that each of its employees, agents or sub-contractors will comply with the provisions contained within this Clause.
24.6 The provisions of this Clause do not apply to any confidential information or data which: -
24.6.1 Is or becomes freely available in the public domain through no default of the receiving party; or
24.6.2 Is required to be disclosed by any court of competent jurisdiction or statutory or regulatory authority; or
24.6.3 Is received from a third party which owes no duty of confidentiality in respect of such information.
25 DATA PROTECTION
25.1 Each party shall for the duration of any agreement governed by these Terms and Conditions comply with provisions of the Data Protection Act 1998 (including the data protection principles set out in that Act) and any similar or analogous laws, regulatory requirements or codes of practice governing the use, storage or transmission of personal data and shall not permit anything to be done which might cause or otherwise result in a breach by either party of the same.
26.1 All invoices, statements of account and other notices sent by Wessex Networks to the Client’s last known postal address, facsimile number or email address shall be deemed to have been received by the Client. The Client is wholly responsible for informing Wessex Networks of all changes to billing addresses, phone numbers and facsimile numbers.
26.2 All notices and other communications required or permitted to be given under these Terms and Conditions shall be in writing and shall be delivered or transmitted to the intended recipient’s address as specified above or such other address as either party may notify to the other for this purpose from time to time. Any notice shall be treated as having been served on delivery if delivered by hand, two working days after posting if sent by prepaid registered mail, on delivery if sent by courier and on confirmation of transmission if sent by facsimile.
27 ASSIGNMENT AND SUB-CONTRACTING
27.1 Either party hereto may only assign any Agreement in whole or in part to any third party with the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).
27.2 For the avoidance of doubt, Wessex Networks may and shall, as it deems fit, sub-contract part or all of its obligations under these Terms and Conditions.
28 ADDITIONAL PROVISIONS
28.1 The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to these Terms and Conditions does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party’s right later to enforce or to exercise it.
28.2 If any term of these Terms and Conditions is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from these Terms and Conditions and shall in no way affect the legality, validity or enforceability of the remaining terms.
28.3 Provisions of these Terms and Conditions which are either expressed to survive its termination or from their nature or context it is contemplated that they are to survive such termination, shall remain in full force and effect notwithstanding such termination.
28.4 Nothing in these Terms and Conditions shall constitute the parties as partner, joint ventures or co-owners, or constitute either party as the agent, employee or representative of the other.
29 LAW AND JURISDICTION
29.1 The construction, validity and performance of these Terms and Conditions shall be governed by the law of England and Wales, whose courts shall have exclusive jurisdiction over any dispute between the parties.