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TERMS AND CONDITIONS

Internet Mail Services Limited ('IMS') specialises in the provision of Internet-based Services through the brands of IMS and Protected Mail. In purchasing services from any, either or all of these brands, the client is contracting with Internet Mail Services Ltd.

The Terms and Conditions described herein are applicable to all services supplied through Internet Mail Services.

1 About IMS Ltd

1.1 IMS Ltd is an Application Service Provider. It provides the Customer with access to various e-mail focused hosting and filtering services as specified in the Customer's Order and on the terms set out below.

1.2 IMS Ltd is a company registered under the laws of England and Wales. Its company registration number is 6015576 and its registered office is 41 The Spinney, Wythall, Birmingham. B47 6HB.

1.3 IMS Ltd's trading address is IMS Ltd Ltd. 41 The Spinney, Wythall, Birmingham. B47 6HB. Except for enquiries relating to technical support, all communications with IMS Ltd, including any complaints, should be made to this address, unless made by e-mail to the e-mail address given in the Contact area of our website at www.internetmailservices.co.uk

1.4 Enquiries relating to technical support should be made via the Contact area of our website at www.internetmailservices.co.uk

 

2 Service Specification

2.1 IMS Ltd shall provide the Service in accordance with the service description within the Customer's Order, subject to the limitations set out in this Agreement and in IMS Ltd's Privacy Policy.

2.2 Service Credits and Service Level Guarantees are only provided where a separate 'Service Level Agreement' has been entered into and the Terms and Conditions of those services will be documented there.

2.3 IMS Ltd reserves the right to modify the service description in order to improve the quality or effectiveness of the Service without the prior agreement of the Customer. IMS Ltd will notify the Customer of any changes to be made at least 30 days in advance.

2.4 IMS Ltd may modify its Privacy Policy without the further agreement of the Customer so as to ensure that they comply with all relevant legislation or regulatory guidance and/or to bring them into line with common industry practice.

2.5 IMS Ltd provide various services to oit's customers, which include the provision of Asymmetric Digital Subscriber Lind (ADSL) services through our wholesale agreements with various wholesale providers. These services do not come with any service level agreement. IMS Ltd makes no warranty, express or implied, relating to the fitness, purpose or quality of the service. IMS Ltd will not be responsible for any delay in or failure of the service due to any occurrence beyond IMS Ltd's control. IMS Ltd shall not be liable for any incidental, special or consequential damages.

2.6 The customer acknowledges that the ADSL services supplied are contended and utilise a shared network. IMS Ltd makes no guarantee as to the performance or speed of any of the services we provide.

2.7 The standard ADSL service contract period is twelve months and our standard ADSL service notice period is 30 days.

 

3 Service Charges and Payment

3.1 The Customer agrees to pay IMS Ltd charges, as specified within the service description within the Customer's Order.

3.2 IMS Ltd reserves the right to modify its charges (including its charges for maintenance and support services and for training and instructional materials) for the Service upon 30 days written notice, or the termination period of the relevant Service Agreement, whichever is the greater.

3.3 Service charges will be invoiced in advance monthly as specified in the service description within the Customer's Order. If on account terms, payment must be received by IMS Ltd within 30 days after the date of the invoice. IMS Ltd 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 HSBC Base Lending Rate as current from time to time. If on pay in advance terms, payment must be received by IMS Ltd by the due date agreed and subsequently by the due date of any service renewal.

3.4 All sums due to IMS Ltd under any Order 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.

 

4 Duties and Responsibilities

4.1 Customer agrees to pay in accordance with IMS Ltd's then current rates for maintenance and other service activities relating to the Service.

4.2 Customer agrees to pay for loss or damage to equipment and software used in providing the Service which is caused by Customer's negligent acts or omissions.

4.3 The service will be furnished to Customer subject to the condition that it 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 IMS Ltd or by any deception, scheme, false representation or false credit device, or by or through any other fraudulent means or devices whatsoever.

4.4 Customer will indemnify and save IMS Ltd harmless from and against all loss, liability, damage and expense, including reasonable legal fees, caused by the negligent acts or omissions of the Customer or other user of Customer's service 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 IMS Ltd.

4.5 Customer will be responsible for the content of any transmission over the Service and the connection of any non IMS Ltd equipment to the Service.

4.6 Customer shall use its best endeavours to protect and keep confidential all IMS Ltd software used by it and shall make no attempt to examine, copy, alter, "reverse engineer", decompile, discover the source code to, tamper with, or otherwise misuse such software.

4.7 Customer's right to use the Service is personal to Customer and its authorised users, non-exclusive and non-transferable. Customer is not permitted to sell, assign, sublicense or grant a security interest in or otherwise transfer any right in IMS Ltd software. This Agreement does not grant Customer any right to any IMS Ltd software except the limited right to use set out in this sub clause.

4.8 Customer shall comply at all times with all relevant statutory and licensing obligations in connection with accessing and using the Service.

4.9 Customer agrees to provide if required at their premises a suitable environment for any equipment necessary to provide the service. Customer agrees to permit reasonable access to IMS Ltd employees, agents or contractors onto its premises whenever necessary for purposes of installation or repair of IMS Ltd supplied equipment necessary to provide the service.

4.10 Save as indicated below in 4.11 IMS Ltd shall not be responsible for the installation of equipment necessary to provide the service or for any cabling.

4.11 IMS Ltd shall be responsible only for the installation of any equipment purchased from them under a managed service agreement and will not be responsible for other residential or business Customer Premise Equipment.

4.12 IMS Ltd 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 IMS Ltd's then current prices for such support services.

4.13 Customer shall reasonably monitor the e-mail account it has specified for communications from IMS Ltd in relation to the Service.

 

5 IMS Ltd's right to suspend the Service

5.1 IMS Ltd reserves the right to suspend all or part of the Service provided to the Customer if it becomes aware of any actual or potential breach of these terms and conditions by Customer or other user of the Customer's Service. If the customer fails to remedy any breach within 10 days after written notice then IMS Ltd reserve the right to terminate this agreement in accordance with the provisions in clause 8.4.

5.2 IMS Ltd reserves the right to suspend all or part of the Service if the provision of the Service might expose IMS Ltd to criminal or civil liability of any kind.

5.3 IMS Ltd shall only restore the Service to full operation if, on the information provided to it in relation to the reason for the suspension of the Service, it in good faith reasonably judges that there is no risk of the restoration of the Service exposing it to criminal or civil liability of any kind.

5.4 IMS Ltd reserves the right to suspend all or part of the service if payment is not received in accordance with the terms and conditions and such service will only be resumed, and then entirely at IMS Ltd's discretion, if all monies outstanding have been received by IMS Ltd. Further this clause shall be without prejudice to IMS Ltd's right to terminate in any event the agreement in accordance with clause 8.4

5.5 During any period of suspension the Customer agrees to continue to pay and to remain liable for all charges pursuant to these terms and conditions and the Customer's Order.

 

6 Warranties

6.1 IMS Ltd'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 IMS Ltd, 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.

6.2 IMS Ltd will not be responsible for any delay in or failure of the Service due to any occurrence beyond IMS Ltd's control.

6.3 IMS Ltd gives no warranties and accepts no responsibility in relation to the information of third parties accessed by Customer by means of the Service.

6.4 Nothing in this Agreement shall be construed as to limit or exclude either party's liabilities in respect of death or personal injuries, or any inalienable statutory consumer rights of the Customer.

6.5 To the extent that the exclusions and limitations in this Agreement are in any jurisdiction contrary to any statute or rule of law, such exclusions and limitations are to that extent disapplied.

6.6 IMS Ltd WILL NOT BE LIABLE FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES.

6.7 IMS Ltd MAKES NO WARRANTY, EXPRESS OR IMPLIED, RELATING TO THE FITNESS, PURPOSE OR QUALITY OF THE SERVICE.

 

7 Cancellation before commencement

7.1 Once performance of this Agreement has commenced Customer may not cancel this Agreement (although Customer may terminate the Agreement in accordance with the terms set out below).

7.2 Prior to IMS Ltd commencing performance of this Agreement, Customer may cancel this Agreement by informing IMS Ltd of its intention to cancel within 7 days of the day after it entered into this Agreement with IMS Ltd. Customer may inform IMS Ltd using any of the methods set out in Regulation 10 of the Consumer Protection (Distance Selling) Regulations 2000, but is advised to communicate either by post or e-mail as set out in Clause 10.1 of this Agreement.

 

8 Term and Termination

8.1 Once performance has commenced, this Agreement shall continue until terminated by either Party.

8.2 Either Party can terminate this Agreement in writing once the minimum contract period has been completed. Notice of Termination is not deemed to have been served unless receipt of the notice is confirmed by IMS Ltd. The minimum contract period is the billing period specified within the service description with the Customer's Order, unless otherwise stated in the Customer's Order.

8.3 IMS Ltd shall not be required to give notice of the beginning of its performance hereunder. IMS Ltd reserves the right to disconnect the Service if Customer does not fulfil its obligations under this Agreement.

8.4 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 both up to the time of such termination and for all sums due for the remainder of the minimum contract period.

8.5 Migration of broadband products away from IMS Ltd will require 30 days notice in writing and will require that all outstanding monies be settled before migration (MAC) codes are released.

 

9 Privacy Policy

9.1 IMS Ltd shall deal with all personal data relating to Customer which it acquires when entering into and performing this Agreement in accordance with its Privacy Policy.

 

10 General

10.1 All notices (save where otherwise provided in this Agreement or in applicable legislation) from either party to the other shall be sent by first class prepaid post or by e-mail. IMS Ltd shall send all notices to Customer's billing address or to the e-mail account notified to it by Customer. Customer shall send all notices to IMS Ltd's address or e-mail address, as set out in Clause 1 of this Agreement.

10.2 This Agreement may not be assigned, delegated, transferred or otherwise dealt with, without the prior written consent of IMS Ltd. Customer authorises IMS Ltd 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 IMS Ltd to provide the Service.

10.3 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, unless otherwise provided by legislation.

10.4 Save as otherwise provided for in this Agreement, this Agreement may not be waived, altered, or modified, except by document in writing signed by authorised representatives of IMS Ltd and Customer. No agent, employee or representative of IMS Ltd or Customer has any authority to bind IMS Ltd or Customer to any affirmation, representation or warranty unless such is specifically included in this written Agreement.

10.5 The section headings in this Agreement are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement.

10.6 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.

10.7 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 provisions 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 ORDER SHALL CUMULATIVELY CONTAIN THE ENTIRE CONTRACT BETWEEN THE PARTIES.

10.8 We are continually reviewing our Terms and Conditions in line with the services we provide to our customers. Should you have any comments to make concerning the contents, please contact us on mail to sales@internetmailservices.co.uk.