General Terms and Conditions
"Scope and Meaning..."
These Terms and Conditions as set out by The Primex Internet Group cover all services provided by The Primex Internet Group and its various operating divisions, namely:
The Primex Internet Group Ltd
Primex Internet Solutions
Primex Information Services
In these Terms and Conditions:
Agreement means any agreement made subject to the Terms and Conditions laid out herein and on the Primex Internet Group websites
Company means The primex Internet Group Ltd, whose registered office is at 30 THE COPPINS, AMPTHILL, BEDFORD, BEDFORDSHIRE, MK45 2SN.
Customer means any person or organisation with whom the Company enters into an Agreement subject to these Terms and Conditions. Contextual references to his/her/its or he/she/it within these Terms and Conditions are references to the Customer.
Customer Content means any programming, software, coding, graphics, files or scripts located within the webspace allocated to the Customer by the Company as part of the Service.
Service means the services described on the Company's website and in current Company literature, together with such Value Added Services as may provided by the Company to the Customer.
Service Commencement Date means the date identified as the delivery date on the Company invoice to the Customer.
Domain Name means the unique name registered by the Company for and on behalf of the Customer through a recognised Domain Registry body and used by the Customer for the purposes of identifying and accessing his/her website and e-mail. To avoid confusion, an example of a domain name in use as a website address is: www.primexinternet.com and an example of a domain name in use for e-mail is: email@example.com
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 the Company is from time to time connecting or otherwise forwarding data to and from the Customer.
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/her computer or computers to other users of other computers to which the Company is from time to time connecting or otherwise forwarding data to and from the Customer.
Password means the alpha numeric characters chosen and used exclusively by the Customer at his/her own risk for the purpose of securing and maintaining the exclusivity of his/her access to the Company's service.
2. ACCEPTANCE OF APPLICATION FOR SERVICE
The Company reserves the right to refuse any application for the Service.
3. THE SERVICE
Subject to these Terms and Conditions the Company will:
3.1 Effect domain registrations which can take up to 5 working days from point of payment and receipt of full details.
3.2 Provide server and web hosting which can take up to 10 working days from point of payment until fully operational.
3.3 Implement website planning and design for which delivery dates will be individually agreed with the Customer.
3.4 Provide Internet connectivity to the Customer as soon as is reasonably possible.
3.5 Provide other value added services including messaging and telephony numbering for which delivery dates and administrative arrangements will be individually agreed with the Customer
4. CHANGE OF USERNAME, INTERNET ADDRESSES AND PASSWORD
The Company shall have the right from time to time to change the Customer's allocated Username, Internet Addresses and or Password for the purpose of network maintenance, enhancement, modernisation or other work deemed necessary to the operation of the Internet.
5.1 Charges for the Service shall be paid by the Customer to the Company in advance annually, quarterly or monthly unless any other payment method has been agreed in writing between the Company and the Customer or as detailed on the Service contract order form.
5.2 The Company reserves the right to vary from time to time all charges for the Service with one month's notice to the Customer.
5.3 All payments shall be due to the Company net on presentation of invoice unless otherwise specified on the invoice or in writing from the Company to the Customer. Invoices will be presented to the Customer on or before their due date, with the exception of invoices for any any set-up fees which are due in advance of any service provision or domain registration charges which are due immediately at the time of registration.
5.4 Invoices will be presented by electronic mail to the e-mail address given in the Agreement, or in writing and delivered by Royal mail post to the relevant address given in the Agreement or to such e-mail address or postal address as the recipient may have notified to the Company. 5.5 Interest payable on demand whether before or after judgement shall accrue from day to day on overdue amounts at the rate of 2% above base rate + VAT if applicable.
6. USAGE AND ACCEPTABLE USE POLICY
The Customer hereby agrees to:
6.1 Refrain from transferring any illegal material to or from other users of the Service and the other privately owned and operated services to which the Company may from time to time provide access.
6.2 Refrain from sending and from causing, allowing or enabling to be sent, any menacing, offensive, abusive or annoying messages whilst using the Service via the Company or any other ISP.
6.3 Refrain from sending and from causing, allowing or enabling to be sent, any bulk or mass unsolicited commercial e-mail messages (UCE), colloquially referred to as SPAM, whilst using the Service via the Company or any other ISP.
6.4 Not divulge their password to any third party and use all reasonable endeavours to keep the same confidential and inaccessible to third parties.
6.5 Keep the Company informed of any change to the Customer's address and other such information as may effect provision of the service or payment of charges due.
6.6 Immediately cease to use and return any Internet Addresses allocated by the Company to the Customer on termination of this Agreement.
6.7 Not to announce by any means any or all Internet addresses allocated to or by the Customer as part of an Autonomous System. Customers hosting on shared servers who submit their site to such autonomous systems (eg: webperf.net) agree to pay a fee of £295 + VAT per month, or be responsible for any direct costs that are incurred by the Company as a result, whichever is the greater.
6.8 Not to use or permit the usage of the service in an unlawful manner or in contradiction of any published legislation or regulations or Codes of Practise governing or relevant to the Internet.
6.9 To recognise this clause (Clause 6) and it's associated sub-clauses as the Company's Acceptable Use Policy.
6.10 To include the above restrictions in any or all of the Customer's on selling conditions using the Company's service.
7.1 Collocated Equipment shall at all times be at the Customer's risk. The Customer shall be responsible for insuring the Collocated Equipment against all risks.
7.2 Leased, rented or loaned equipment from the Company shall at all times remain the property of the Company.
7.3 The Customer agrees to maintain, at the Customer's expense, during the entire time this Agreement is in effect, Comprehensive General Liability Insurance for any leased, rented or loaned equipment supplied by the Company.
8.1 To the extent permitted by the applicable law, the Company shall not be liable for any loss or damage howsoever caused, including:
a) Economic loss, including loss of profits, business revenue and goodwill.
b) Any claim made against the Customer by another third party.
c) Any loss or damage to the Customer caused by or arising from any act or omission of the Customer, any Value Added Service supplier or any other Customer, client or person.
d) Any loss or damage caused as a result of force majeure, Act of God or otherwise beyond the Company's control.
8.2 The Company's total liability for any loss or damage suffered by the Customer shall not exceed the lesser of £500 or the aggregate of all charges paid by the Customer for the Service supplied in the period beginning on the Service Commencement Date or its anniversary to the date when the event giving rise to the claim occurs.
8.3 Neither party excludes or limits its liability to the other for death or personal injury resulting from the proven negligence of either party, its employees or agents.
9. CHANGES TO THE SERVICE
If any Network Operator or third party supplier shall discontinue the provision of telecommunications services or other supply to the Company, or shall alter by modification, expansion, improvement, maintenance or repair of the telecommunications services or other supply, or any part thereof, provided to the Company, or shall disconnect the Company's apparatus from the PSTN or Internet, the Company shall be entitled to discontinue, alter, modify, expand, improve, maintain, repair, suspend, disconnect or otherwise change the Services as necessary.
The Service may be suspended by the Company without notice and without prejudice to the company's Rights of Termination under Clause 11 if:
10.1 the Customer fails to make any payment to be made to the Company on its due date for payment.
10.2 the Customer breaches any of the conditions in Clause 6 (Acceptable Use Policy)
10.3 the Customer does or suffers anything to be done which jeopardises the service or any network to which it is from time to time connected.
10.4 the Customer's credit limit (if applicable) has been exceeded or if the Customer is otherwise in breach of these Terms and Conditions.
10.5 No such suspension shall affect the liability of the Customer to pay charges and other amounts to the Company and, without limitation, the charges for Services will continue to accrue. During suspension the Company reserves the right to refuse to release the Customer's Internet Address as issued by the Company.
This Agreement shall remain in force for a minimum period of 12 months from acceptance of the Customer's application, being the date on which the company's order form was signed by the Customer or the date on which the Customer notified his/her agreement with and acceptance of these Terms and Conditions while completing the Company's automated ordering procedure. Termination can be effected as follows:
11.1 By the Customer, The Customer may terminate this Agreement by giving 2 month's written notice, which may expire at any time after 12 months from the initial date of commencement of service. E-mail notification will not be accepted as notice of termination of Agreement.
11.2 By the Company. The Company may terminate this Agreement at any time and without notice:
a) if the Customer commits any breach of this Agreement including but without limitation non-payment of invoices for the Service.
b) by at least 1 months written notice to the Customer.
11.3 The Company reserves the right to invalidate any Customer's User name and Internet Address issued to the Customer following termination of this Agreement.
11.4 Upon termination, transfer requests for DNS records and any other service must be in writing with the authorised signature of the domain owner. There is no charge for the transfer, but a small charge may be made for administration. Domain name transfers will not be made until all outstanding payment amounts have been paid by the Customer. Until this time the management and control of domain names will be retained by the Company.
11.5 No refund of payments will be made to the Customer upon termination of the Agreement by either the Company or the Customer
11.6 The Customer shall at his/her own cost return to the Company all equipment cables and literature belonging to the Company within 5 days of final completion of the agreement and ensure that it arrives in good working order.
12.1 Company Warranty. The Company represents and warrants that the Company has the power and authority to enter into and perform its obligations under these Terms and Conditions and under any Agreements incorporating these Terms and Conditions.
12.2 Customer Warranties. The Customer represents and warrants that:
a) Customer has the power and authority to enter into its obligations under these Terms and Conditions and under any Agreements incorporating these Terms and Conditions
b) Customer Content does not and shall not contain any materials, advertising or services that are inaccurate or that infringe on or violate any applicable law, regulation or right of a third party, including without limitation: export laws, or that otherwise constitute impermissible Content, and that Customer owns the Customer Content or otherwise has the right to place the Client Content on the Web Site
c) Customer has obtained all authorisation necessary for hypertext links from the Web Site to other third party web sites. Should the Customer receive notice of a claim regarding Customer Content, the Customer shall promptly provide the Company with written notice of such claim.
12.3 Disclaimer of Warranty. THE COMPANY (NOR ITS LICENSORS) MAKES ANY WARRANTIES HEREUNDER, EXPRESS OR IMPLIED, AND DISCLAIMS AND EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, USAGE OF TRADE AND COURSE OF DEALING. THE CUSTOMER ACKNOWLEDGES THAT THE SOFTWARE AND SERVICES ARE PROVIDED "AS IS," AND THE CUSTOMER UNDERSTANDS THAT HE/SHE ASSUMES ALL RISKS REGARDING USE, QUALITY AND PERFORMANCE (INCLUDING WITHOUT LIMITATION IN CONNECTION WITH UNINTERRUPTED ACCESS TO SERVICES). WITHOUT LIMITING THE FOREGOING, THE CUSTOMER SPECIFICALLY ACKNOWLEDGES THAT SERVICES MAY BE PERIODICALLY UNAVAILABLE DUE TO SERVICING, MAINTENANCE OR OTHER CAUSES
13. RIGHTS ON TERMINATION
13.1 Termination of the Agreement shall not affect any pre-existing liability of the Customer or affect any right of the Company to recover damages or pursue any other remedy in respect of any breach by the Customer of the Agreement.
13.2 On termination of the Agreement the right to the use of the Internet IP Addresses allocated by the company shall revert to the Company under RIPE terms or agreement except where specific agreement has been reached in writing between RIPE and the Customer for the transfer of the Internet Addresses and the fee or other payment required by the Company in connection with such transfer has been paid by the Customer.
13.3 In the event of termination of the Agreement by the Company on account of any breach of the terms and conditions thereof by the Customer, the Company shall be entitled to the balance of all charges which, but for such termination, would have accrued due up to the earliest date on which the Agreement could have been terminated by the Customer in accordance with the terms hereof.
14. USERNAME, DOMAIN NAME AND INTERNET ADDRESSES
14.1 The Company shall not be requested or required to release the User name, Domain Name or Internet Addresses used by the Customer and may refuse to do so until this Agreement has been lawfully brought to an end and all sums due hereunder have been received by the Company, and the Customer has complied with all his/her obligations hereunder.
14.2 By registering a .uk domain name, the Customer enters into a contract of registration with Nominet UK. This is a separate contract but the Customer's acceptance of and agreement with the Nominet Terms and Conditions is a requirement within these Terms and Conditions and within any Agreement between the Customer and the Company covering the registration or renewal of .uk Domain Name(s).
14.3 Control and Management of Domain Names will be retained by the Company until all sums due have been received. This is an express term within the context of the Nominet Terms and Conditions
15.1 Any notices under or in connection with this Agreement shall be in writing and shall be delivered by Royal mail post to the relevant address given in the Agreement or to your email address via electronic mail.
15.2 Suspension notices for non-payment of Charges will be deemed as delivered by electronic mail to the e-mail address, or by facsimile to the relevant facsimile number, given in the Application or to such e-mail address or facsimile number as the Customer may have notified.
15.3 Any notice shall be duly given, if given by pre-paid first class mail, at the expiration of 48 hours after the envelope containing the same shall have been posted. In proving such service it shall be sufficient to prove that delivery was made or that the envelope containing such communication was properly addressed and posted as a pre-paid first class letter.
16. EXPENSES OF THE COMPANY
The Customer shall pay to the Company all costs and expenses (so that any legal fees shall be based on an indemnity basis) incurred by the Company in enforcing any of these Conditions, or exercising any of its other rights 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 the Company.
The allowance of time to pay or any other indulgence by the Company in respect of payments due to it shall in no manner affect or prejudice the Company's right to payment together with interest provided under these Conditions.
If this Agreement or any part thereof shall be adjudged for any reason to be void, unenforceable or ineffective but would be adjudged to be valid, effective and enforceable if part of the wording were deleted or a provision were reduced in scope, this Agreement shall continue with such modifications as may be necessary to make its provisions (or if such be the case its remaining provisions) valid, effective and enforceable.
Each party hereto undertakes to the other that it shall keep, and shall 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 this Agreement, provided that:
19.1 the first party shall not be prevented from using any general knowledge, experience and skills not treated by the other 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 this Agreement
19.2 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 first party;
19.3 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 regulation or a Code of Practice.
Neither party shall assign or transfer any of its rights or obligations under this Agreement save that the Company may assign to an Associated Company on notice.
21. CLAUSE HEADINGS
Clause headings are for ease of reference and are not part of this Agreement and accordingly shall not affect its Conditions.
22. OTHER PRINTED OR STANDARD CONDITIONS
All services are provided on the foregoing conditions which constitute the entirety of the Agreement to the exclusion of any other terms and conditions and no agreement, terms or conditions contained in any document sent by the Customer to the Company shall be of any effect with respect to the Agreement unless expressly accepted by a duly authorised officer of the Company in writing. 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 including any representation made by or on behalf of the Company in relation to the Service which has induced the Customer to enter into this Agreement with the Company.
The Company reserves the right to vary these terms and conditions as a result of changes required by its insurers, operational or administration problems, new legislation, statutory instruments, Government regulations or licences. These Conditions may not otherwise be varied or waived except by express written agreement between both parties.
24. SERVICE LEVEL GUARANTEE
24.1 The Company warrants that its supply of access to the Internet shall be available at a level of 99.7% per year. This warranty excludes:
a) Failures of local or third party circuits between the Company's network and the Customer's network.
b) Failures of network / equipment not operated by the Company.
c) Failures of network / equipment operated by the Customer.
24.2 In the event of suspension of service due to a technical fault in the network, force majeure or act of God, the Company will use all reasonable endeavours to resume service with minimum delay but will not be responsible for loss suffered by the Customer.
24.3 The Company may suspend the service from time to time for necessary technical reasons and network upgrades outside the 99.7% warranty as above provided that:
a) 12 hours notice via the Company's web site or e-mail has been given to the Customer
b) the period of suspension is not more than two hours
c) the time a suspension may occur is usually and where possible chosen to be between 0000 hours and 0600 hours local time.
24.4 Should the level of service not conform to the Service Level Guarantee, the Company will provide a credit to be offset against the next subsequent invoice to the Customer for the Service. No such credits shall apply or shall be valid if there should be any breach of this Agreement by the Customer.
25. REGISTRATION OF .UK DOMAIN NAMES
By registering a .uk domain name, the Customer enters into a contract of registration with Nominet UK on the following Nominet Terms and Conditions. This is a separate contract to any Agreement the Customer may have with the Company (or with any other third party) for the provision of Internet services and should be read before placing any order. Please note that the Customer's acceptance of the Nominet Terms and Conditions is a requirement within these Terms and Conditions covering the Customer's Agreement with the Company.
26. DISTANCE SELLING
You have the right to cancel your order within 7 days under the distance selling laws of the UK and receive a full refund of any monies paid. If you wish your order to be actioned within these seven days it will be taken that you agree to waive this right. If you wish to enforce this right and have your order actioned after 7 days please notify us when placing your order. By accepting these terms and conditions and not notifying us that you wish your order to be actioned after 7 days you are waiving your right to a full refund within the 7 day period. If there is not a place on the order form to notify us please email firstname.lastname@example.org stating your wish not to waive this right.
27. ASSIGNMENT AND SUB-CONTRACTING
27.1 We may assign the contract with you or sub-contract the whole or any part of the performance of the services to any person, firm or company without your prior written consent.
27.2 You shall not assign or delegate or otherwise deal with all or any of your rights or obligations under the contract without our prior written consent.
28. DOMAIN NAME RENEWALS
We will automatically renew and take on the management of your domain name each year unless you provide 1 months written notice that you wish us not to renew your domain name. You therefore agree to continue to be charged for your domain name each year until written notice is given to stop or to transfer the domain name to another provider.
29. EMAIL STORAGE
Emails are not to be stored on the servers. It is the responsibility of the customer to download their emails in a timely manner. Any email that remains on the server (within the mailbox), whether it has been read / seen or not shall be automatically deleted after 30 days. Primex does not accept responibility for the storage of emails. No mailbox should exceed 25MB in size without prior consent. Any mailbox over 25MB will not be able to receive additional emails. Anyone emailing a customer whose mailbox is considered full will receive an email back to the sender with a message saying that the email was not delivered due to the mailbox being over quota.
30. APPLICABLE LAW
These Terms and Conditions constitute a binding document. The Customer should read them carefully and ensure that they contains everything he/she/it wants and nothing he/she/it is not prepared to agree to. These terms and conditions constitute the entire agreement between the Customer and the Company for the provision of the Services and supersede all prior agreements, understandings and representations whether oral or written.
This agreement is subject to the laws of England under the jurisdiction of the Courts of England and any alteration to part of the agreement shall not invalidate the remainder. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision shall be enforced to the maximum extent permissible and the remaining portions of this Agreement shall remain in full force and effect