1. Service Activation
1.1 BIZARC will provide the Customer with the Service on the terms of this Contract.
1.2 The Customer is responsible for providing suitable computer hardware, software and telecommunications equipment and services necessary to access and use the Service.
1.3 Any problems encountered in activating your account will be notified to you as soon as possible at which point you will have the right to cancel this Agreement with all charges refunded.
1.4 BIZARC Ltd will use its reasonable endeavours to provide the Service within 7 Business Days of the date of Contract acceptance by BIZARC Ltd but this is an estimate only and BIZARC has no liability for failure to meet Service start dates
2. Service provisioning, suspension and alteration
2.1 BIZARC may either change technical specifications of the Service or suspend the Service for operational reasons such as repair, maintenance or improvement or in the event of an emergency.
2.2 BIZARC may suspend the provision of the Services or any part thereof, and/or to disconnect your facilities from our Service if and to the extent that:
2.2.1 BIZARC has reasonable grounds to believe that the Services are being used in breach of Clause 5; or
2.2.2 your use of the Network may damage or disrupt the proper functioning of the Service
2.3 The Customer is responsible for the acts and omissions of all Authorised Users in connection with the Service and is liable for any failure by any Authorised User to perform or observe the terms and conditions of this Contract.
2.3 BIZARC shall give you as much notice of a suspension under Clause 2.1 as is reasonably practicable in all the circumstances.
2.4 BIZARC shall be entitled to terminate or modify the Service, without any liability whatsoever, if any license or authorisation which BIZARC requires in order to provide the Service is not obtained, withdrawn or otherwise cancelled; in the event of a modification that is detrimental to the Service, you shall have the right to terminate this Agreement with immediate effect.
3. Service contract term
3.1 This Contract begins on the date that the Customer completes the on-line registration process and will continue until terminated in accordance with this Contract.
3.2 Following activation, the Service shall continue to be provided for the period of one year. You do have the right to cancel this Agreement during the Initial Term (3 months) and you will only be charged for the Services you use.
3.3 Cancellation requires thirty (30) days' prior written notice, such notice to take effect at the end of the Initial Term or the same day in any subsequent month.
4. Service usage
4.1 The Service must not be used by the Customer or any Authorised User:
(a) fraudulently, in connection with a criminal offence, or otherwise unlawfully;
(b) to send, receive, upload, download, use or re-use any information or material which is offensive, abusive, indecent, defamatory, obscene or menacing, or in breach of confidence, copyright, trademark, service mark, patent, privacy or any other rights;
(c) to cause annoyance, inconvenience or needless anxiety;
(d) to transmit knowingly or recklessly any electronic material (including viruses) through the Service which shall cause or is likely to cause detriment or harm, in any degree, to computer systems owned by BIZARC or other Internet users;
(e) to send or provide unsolicited advertising or promotional material or to receive responses to any unsolicited advertising or promotional material sent or provided using the Service by any third party; or
(f) other than in accordance with the acceptable use policies of any connected networks.
4.2 Bulk email distribution
If BIZARC finds that a customer is using excessive bandwidth for Bulk Email Distribution, BIZARC reserves the right to:
(a) Immediately suspend the customer's account(s) pending express written approval.
(b) Impose additional charges for high-bandwidth use.
(c) Terminate the customer's contract for repeat offenders.
5. Server space allocation
5.1 The size of a mailbox is restricted by default to 250MB. The Customer Administrator is responsible for managing mailbox sizes through the control panel provided or contacting BIZARC to purchase an upgrade option.
5.2 Customer allocated space is aggregated across all user mailboxes and public folders.
6. Payment terms
The customer agrees to pay BIZARC the current prices as published on the price list on www.BusinessArc.net for services provided. BIZARC may change its prices from time to time and will notify all existing customers by email to the account administrator of such changes.
6.1 Price reductions
Should a new pricing structure be introduced the Customers will notified of any lower pricing available with any chosen options taking effect to all mailboxes from the next billing month.
6.2 Payment methods
The customer accepts that there are two payment methods acceptable to BIZARC with regards to payment for services:
6.2.1 Automatic monthly credit card billing
6.2.1.1 The customer grants BIZARC the right to deduct monthly in advance, the all basic monthly charges applying to the account directly from the Customer's credit card.
6.2.2 BIZARC reserves the right to deduct monthly arrears from any additional charges accrued during the previous month.
6.2.3 Direct Debit payments. After completing and signing a Direct Debit form downloaded from the website, the Customer authorises BIZARC to deduct the monthly
6.3 The Customer accepts that no action can be taken with respect to activating accounts or additional services until payment has been received by BIZARC.
6.4 BIZARC operates a no-cash refund policy for payments made in advance. If a customer reduces the amount of space or mailboxes required after payment has been made, the customer will be refunded by service credits
6.5 Addition and removal of mailboxes
6.5.1 New mailboxes opened by the Customer Administrator using the online control panel are subject to a minimum charge of 30 days.
6.5.2 If a customer wishes to reduce the number of mailboxes below the number stated in the Customer's original order, BIZARC must be notified 30 days in advance by writing or by fax from an account authority on company-headed paper.
7. Service level agreement
BIZARC Ltd will endeavour to achieve a minimum availability of 98.5% per month. Availability is calculated as follows
(T U) * 100%
Where
T = 720 hours; and U = aggregate duration of all events of Unavailable Time.
"Unavailable Time" is calculated per event by BIZARC Ltd.
Unavailable Time calculations will not include:
(1) Events of Force Majeure preventing repair;
(2) scheduled maintenance carried out by BIZARC Ltd or its suppliers;
(3) any other faults occurring outside BIZARC Ltds network;
(4) any faults caused by your act or omission
(5) faults resulting from suspension of Service under Clause 7; or
(6) faults arising during provisioning of your service.
8. Cancellation and Termination
8.1 BIZARC may terminate this Agreement by notice, such notice to take effect forthwith:
8.1.1 If you have not paid for the service in accordance with Section 6;
8.1.2 if you have committed a material breach of this Agreement;
8.1.3 if any meeting is convened for the purpose of considering a resolution, or any petition is presented or any other steps taken, for the purpose of making an administration order against you, or for your winding-up or dissolution or if you make any composition or enter into any deed of arrangement with your creditors generally;
8.1.4 if you are declared bankrupt or die
8.2 You may terminate an Order if the Service to be delivered under that Order is not delivered within 7days of the customer agreed date notified to you, provided that such failure is not due to your act or omission.
8.3 The termination or expiry of this Agreement shall be without prejudice to the rights and liabilities of either of us accruing up to such date.
8.4 Either party may terminate this Contract on 30 days' notice to the other, without prejudice to any rights that may have accrued before termination. Upon termination (for whatever reason), BIZARC may re-allocate any user names and aliases associated with the terminated Service.
9. Liability and indemnity
9.1 The Customer hereby agrees to indemnify and to hold BIZARC harmless from and against any claim brought by a third party resulting from the use of the Service or by the Customer and in respect of all costs, expenses, damages or liabilities, whatsoever suffered or incurred by BIZARC in consequence of the Customer's breach or non-observance of the Contract.
9.2 Nothing in this Agreement shall serve to limit BIZARC liability in respect of death or personal injury caused by or arising from BIZARC negligence or for liability arising out of or in connection with fraud or fraudulent misrepresentation.
9.3 BIZARC maximum aggregate liability to you in contract, tort (including negligence or breach of statutory duty) or otherwise arising in connection with this Agreement shall be limited to the aggregate amount paid by you to BIZARC Ltd.
9.4 BIZARC shall not in any event be liable to you in contract, tort (including negligence) or for breach of statutory duty or in any other way for any indirect or consequential losses or for any loss of goodwill or reputation, loss of revenues, profits, contracts, business or anticipated savings.
9.5 This paragraph (8) shall remain in effect for three (3) years after the termination of this Contract.
10. Confidentiality
BIZARC will keep in confidence any information provided to it by the Customer when registering for the Service or otherwise under this Contract and will not disclose that information to any person (other than its employees, contractors, or professional advisers, or the employees or contractors of a BIZARC Company who need to know the information) without the Customer's consent.
11. Data protection
11.1 BIZARC Ltd shall be entitled to store and process Personal Data (as defined in the Data Protection Act 1998) provided on the Order form for its internal use and for the purposes of providing the Service.
11.2 BIZARC Ltd shall ensure that in relation to Personal Data, adequate security measures are taken, at least to the standards set out in accordance with the Data Protection Acts 1984 and 1998.
12. Internet
The Customer's use of the Internet is solely at their own risk and BIZARC has no responsibility for any information, software, services or other materials accessed or obtained by the Customer using the Internet.
13. Changes to this Contract
BIZARC can change the Conditions of this Contract at any time on 30 days' notice to the Customer.
14. Assignment
Neither party may assign or transfer any of its rights or obligations under this Contract, without the written consent of the other.
15. Entire Agreement
This Contract contains the whole agreement between the parties and supersedes all previous written or oral agreements relating to its subject matter.
16. Notices
Notices given under this Contract may be delivered on-line or by e-mail. Additionally, BIZARC may publish notices to the Customer via the BIZARC website; notices will be deemed effective on the date of publication, or otherwise as notified to the Customer by BIZARC. A notice from BIZARC which is sent by e-mail to the Customer's e-mail address will be deemed effective 3 days after the date it is sent. A notice from the Customer to BIZARC will be deemed effective when received by BIZARC at the e-mail address notified by BIZARC to the Customer.
17. General terms
17.1 If any provision of this Agreement is held by a court or any governmental agency or authority to be invalid, void, or unenforceable, the remainder of this Agreement shall nevertheless remain legal, valid, and enforceable.
17.2 BIZARC shall not be liable for any delay or failure in performance of its obligations to the extent that such delay or failure is attributable to matters beyond its reasonable control.
17.3 BIZARC may assign the benefit or burden of this Agreement upon notice to you.
17.4 BIZARC failure to exercise or enforce or any delay in exercising or enforcing any right or benefit conferred by this Agreement shall not be deemed to be a waiver of any such right or benefit nor operate so as to bar the exercise or enforcement thereof or of any other right or benefit on any later occasion.
17.5 A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement
18. Governing law
This Agreement shall be governed and construed in accordance with English law, and the Parties irrevocably agree to the non-exclusive jurisdiction of the English courts.
19. Definitions
In this Contract:
"Authorised User" means anyone the Customer allows to use the Service.
"BIZARC" means BIZARC Limited of Lower Lodge Buildings, Fernhurst, Haslemere, Surrey, GU27 3NH registered in England No 5226729.
"Contract" means both this Service Agreement and the on-line Order Form.
"Customer" means the person named on the Order Form and anyone reasonably appearing to BIZARC to be acting with that person's authority or permission.
"Helpdesk" means the e-mail helpdesk facility provided by BIZARC to handle enquiries and administration for the Service.
"Internet" means the global data network comprising interconnected networks using the TCP/IP protocol suite.
"Service" means the domain name registration service, the web hosting service, the e-mail service, and any other related or ancillary services provided by BIZARC in conjunction therewith.
"basic monthly mailbox charge" means the standard mailbox charge as described on www.BIZARC.COM including any discounts applied for multiple mailbox accounts.
"storage space" means the total storage space used for all mailboxes and public folders for a particular account.
"Account" means to the combination of services and users related to one customer organisation. This could be one or any number of mailboxes and users.
"Customer Administrator" means the single user per account who has authority to access the control panel, order, amend or cancel services.
"Force Majeure" means a matter beyond reasonable control such as an act of terrorism, lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (whether or not involving its employees), or acts of local or central Government or other competent authorities, or events beyond the reasonable control of its suppliers