This document sets out the terms and conditions between Enable Networks Ltd, a company incorporated in England and Wales (Registered Number 5507427) and the Customer in relation to the provision of business ENET5 SERVICES. It applies in place of any earlier agreement or understanding between the parties.
1. DEFINITIONS
In these terms, unless the context otherwise requires, the following expressions have the following meanings:
Ø “ENABLE” means Enable Networks Limited or any company which is a holding company or subsidiary of Enable Networks Limited and where appropriate, its employees, agents or subcontractors;
Ø “ENET5 SERVICES” means the composite name for a group of ENET5 SERVICES to be supplied to the Customer by ENABLE pursuant to these Terms;
Ø “Confidential Information” means all information obtained by one party from the other which is expressly marked as confidential or which is manifestly confidential or which is confirmed in writing to be confidential within 7 days of its disclosure;
Ø “Customer” means the person to whom the ENET5 SERVICES are supplied under these Terms;
Ø “Customer’s Material” means the Customer’s data loaded, received, maintained or transmitted by ENABLE on the System for the Customer under these Terms;
Ø “Domain Name” means the domain name of the Customer used in connection with ENET5 SERVICES;
Ø “Effective Date” means the date the commencement date of the ENET5 SERVICES;
Ø “the SLA” means the Service Level Agreement applicable to the ENET5 SERVICES as set out in the relevant section of www.enet5.com;
Ø “System” means the server and other equipment (as enhanced from time to time) belonging to or used by ENABLE for the provision of the ENET5 SERVICES;
Ø “Terms” means these terms and conditions;
Ø “Third Party Property” means any graphics, screen designs, audio-visual effects, pictures, software and other proprietary material belonging to a third party and which form part of the customer material;
Ø “Website” means the Customer’s Internet Web Pages and the Web Pages to be constructed, maintained and transmitted by ENABLE for the Customer.
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2. ENET5 SERVICES
ENABLE shall supply the ENET5 SERVICES in accordance with these Terms.
ENABLE reserves the right to control, direct and establish technical procedures for the use of the Server and provision of the ENET5 SERVICES and the Customer shall follow the reasonable instructions and procedures of ENABLE. ENABLE may make necessary operational changes to the ENET5 SERVICES without prior notice.
ENABLE has obtained and shall use its best endeavours to ensure that it retains all necessary consents, licences or certifications required for the provision of the ENET5 SERVICES.
ENABLE undertakes to maintain service levels for each Service as set out in the relevant SLA.
ENABLE shall, either on its own reasonable judgement, or on request by the Customer, promptly suspend availability of the ENET5 SERVICES over the Internet. ENABLE shall likewise, on its own reasonable judgement or on request by the Customer, promptly resume the provision of the ENET5 SERVICES following such suspension provided that the Customer shall have complied with its payment obligations pursuant to clause 5.
ENABLE shall maintain reasonable safeguards against the destruction, loss or unauthorised alteration of the Customer’s Material, and shall maintain reasonable security procedures to restrict the destruction, corruption or unauthorised access to the Customer’s
Material, including back up material.
If included in the description of the relevant ENET5 SERVICES, ENABLE will at all times implement and use appropriate virus-protection procedures and software on the Customer’s Material.
3. CONDITIONS OF USE OF THE ENET5 SERVICES BY THE CUSTOMER
- The Customer will be responsible for obtaining and maintaining the Customer’s own compatible computer system being all such equipment, software and communications lines, including any public lines required by the Customer to access the ENET5 SERVICES (“Customer’s Equipment”). ENABLE has no responsibility for or liability with respect to the Customer’s Equipment.
- The ENET5 SERVICES are supplied subject to the condition that there will be no abuse or fraudulent use thereof. Abuse and fraudulent use of the ENET5 SERVICES shall include (without limitation):
I. obtaining, or attempting to obtain, the Service by rearranging, tampering with, or making connection with any facilities of ENABLE, or by any trick, scheme, false representation or false credit device, or by or through any other fraudulent means or devices whatsoever, with intent to avoid payment, in whole or in part, of the regular charges for the ENET5 SERVICES;
II. attempting to, or actually obtaining, accessing, altering, or destroying the data files, programs, procedures and/or information of ENABLE or of another customer of ENABLE;
III. using the ENET5 SERVICES in such a manner as to interfere unreasonably with the use of the ENET5 SERVICES by any other user or authorised person.
- The Customer acknowledges that neither the Internet nor the Server are secure and accordingly ENABLE cannot guarantee the privacy of any of the Customer’s information
- The Customer shall not:
IV. intentionally send or allow others to send any message, e-mail or other communication which,
V. under the law of England, or of the Customer (if outside England) or recipient or under international conventions, codes or regulations applicable to the Internet:
VI. is in breach of those laws, codes or regulations including but not limited to infringement of
VII. copyright and other intellectual property rights (“IPR’s”), defamation, theft, fraud, drug trafficking,
VIII. money-laundering and terrorism;
IX. may incite violence, sadism, cruelty or racial hatred;
X. may facilitate prostitution or paedophilia;
XI. is pornographic, obscene, indecent, abusive, offensive or menacing.
XII. create and/or introduce any virus, worm, Trojan horse, cancelbot or other destructive or
XIII. contaminating program or advise any other party how to do so;
XIV. invade the privacy of other users of the ENET5 SERVICES or the Internet, for example by sending unsolicited e-mails (“spamming”) nor collect or transfer personal data on
XV. individuals without their consent.
- The Customer shall use an up-to-date virus-scanning program on all the Customer’s Material.
- The Customer shall maintain confidentiality of its login names, passwords and other confidential information relating to the Customer’s access to the Service.
- The Customer acknowledges that ENABLE does not operate or exercise control over, and accepts no responsibility for the content of the Customer’s Materials received on the System.
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4. INDEMNITY
- The Customer shall indemnify ENABLE against any claims, proceedings, losses, liabilities, damages charges and expenses (including reasonable costs) of whatever nature arising out of or in connection with any claim or action made against ENABLE relating to a breach of the Customer’s obligations (including negative obligations) provided however that ENABLE:
I. shall not make any admissions without the Customer’s prior written consent;
II. shall not take any step (or omit to take any step) which would prejudice the Customer’s defence of the claim or action; and
III. shall allow the Customer to conduct and/or settle all negotiations and litigation resulting from such claim or action.
- ENABLE shall, at the request of the Customer, afford all reasonable assistance with such negotiations or litigation and shall be reimbursed by the Customer for any reasonable legal costs, disbursements and out of pocket expenses incurred in so doing.
5. PAYMENT
- The Customer shall pay to ENABLE the charges for the supply of the ENET5 SERVICES as set out in the Customer’s order for the ENET5 SERVICES.
- The charges payable under these Terms are exclusive of Value Added Tax (unless shown as inclusive of Value Added Tax) which shall be paid by the Customer at the rate and in the manner for the time being prescribed by law.
- ENABLE may change the charges for the supply of the ENET5 SERVICES at any time by notice which may be given by posting on the ENABLE website or by email or by any other appropriate means.
- You agree and authorise ENABLE to impart your credit details, where relevant, to a credit-reporting agency to assess your initial application or ensuing account top-ups for credit worthiness.
- In the event that a debit arises on your account you authorise ENABLE to use any valid banking service, credit card, switch card or debit card that has been used previously in association with your account to recover the amount of the debt.
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6. ENABLE’S SOFTWARE
- ENABLE hereby grants to the Customer and the Customer hereby accepts a non-exclusive and non-transferable licence to use any software provided by ENABLE to access the Internet, for the sole purpose of enabling the Customer to use the ENET5 SERVICES. The Customer hereby acknowledges that the title of and intellectual property rights to all such software is and shall remain with ENABLE. The Customer hereby undertakes to use its best efforts to protect and keep confidential all ENABLE software used by it, and shall make no attempt to examine, copy, alter, reverse engineer, disassemble or tamper with such software.
7. LIMITATION OF LIABILITY
- ENABLE shall pay compensation to the Customer for failure of the ENET5 SERVICES as specified in the SLA.
- Except as specified in the SLA, ENABLE shall not be liable to the Customer for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with the supply of ENET5 SERVICES, the System, the connectivity to the Internet, any software or its use,
- application, support or otherwise, except to the extent to which it is unlawful under the applicable laws and regulations to exclude such liability.
- Notwithstanding anything else in these Terms, ENABLE shall not be liable to the Customer for loss of profits or contracts, loss of goodwill or other special, indirect or consequential loss whether arising from negligence, breach of contract or howsoever caused.
- In the event that any exclusion contained in these Terms shall be held to be invalid for any reason and ENABLE becomes liable for loss or damage that it may otherwise have been lawful to limit, such liability shall be limited to the fees paid by the Customer in the calendar year in which the liability occurred.
- ENABLE does not exclude liability for death or personal injury to the extent only that the same arises as a result of the negligence of ENABLE its employees, agents or authorised representatives.
8. INTELLECTUAL PROPERTY RIGHTS
- ENABLE acknowledges and agrees that the copyright, trademarks, trade names, patents, database rights and all other intellectual property rights vesting in the Customer shall remain vested in the Customer and nothing in these Terms shall operate as an assignment to ENABLE of such intellectual property rights.
- The Customer acknowledges and agrees that the copyright, trademarks, trade names, patents, database rights and all other intellectual property rights vesting in ENABLE shall remain vested in the ENABLE and nothing in these Terms shall operate as an assignment or licence to the Customer of such intellectual property rights.
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9. CONFIDENTIALITY
ENABLE and the Customer shall treat as confidential all Confidential Information and shall not divulge such Confidential Information to any person (except to such party’s own employees and then only to those employees who need to know the same) without the other party’s prior written consent provided that this clause shall not extend to information which was rightfully in the possession of such party, which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this clause) or which is trivial or obvious. Each party shall ensure that its employees are aware of and comply with the provisions of this clause
10. DATA PROTECTION - The Customer hereby notifies ENABLE that the Customer’s Material contains personal data as defined in Section 1(1) of the Data Protection Act 1998 (“the Customer’s Personal Data”) and warrants to ENABLE that the Customer has notified under the said Act in respect of the Customer’s Personal Data.
- The Customer warrants and undertakes to ENABLE that:
I. the Customer’s Personal Data has been obtained and processed (in so far as the Customer’s Personal Data has been processed) lawfully;
II. the ENET5 SERVICES will be entirely consistent with and appropriate to the specified and lawful purposes for which the Customer has notified under the said Act in respect of the Customer’s Personal Data (“the Notified Purposes”);
III. the Customer has not hitherto and will not during the continuance of these Terms use or disclose the Customer’s Personal Data or any part thereof in a manner incompatible with the Notified Purposes;
IV. the Customer’s Personal Data is adequate, relevant and not excessive in relation to the Notified Purposes; and
V. the Customer’s Personal Data is accurate and the Customer shall keep the Customer’s Personal Data fully up to date at all times during the continuance of these Terms.
- The Customer shall indemnify ENABLE against any loss or damage which ENABLE may sustain or incur as a result of any breach by the Customer of the provisions of this Clause. In performing its ENET5 SERVICES ENABLE may process (albeit for diagnostic or investigative purposes only) personal data belonging to the Customer. ENABLE hereby warrants to the Customer that in such circumstances it will in respect of such personal data observe all the obligations pertaining to a data processor under the Data Protection Act 1998 and will indemnify the Customer against all breaches of the said Act by ENABLE in respect of the Customer’s data.
11. FORCE MAJEUREENABLE will not be liable to the Customer for any delay in, or failure of, the ENET5 SERVICES or the Internet due to any occurrence, event or cause beyond ENABLE’s reasonable control, which may prevent or hinder the performance of ENABLE of any of its obligations under this Agreement.
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12. DURATION AND TERMINATION
These Terms shall commence on the Commencement date (whether or not the Customer in fact accesses the ENET5 SERVICES) and shall continue for a minimum period of one year.
- Thereafter if either the Customer or ENABLE wishes to terminate these Terms, at least 30 days’ written notice must be given to the other party.
- These Terms may be terminated forthwith by either party on giving notice in writing to the other if the other party shall have a receiver or administrative receiver or administrator appointed or shall pass a resolution for winding-up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect or if the other party shall become subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall cease or threaten to cease to carry on business.
- ENABLE may terminate or suspend the ENET5 SERVICES forthwith without giving notice to the Customer if the Customer is in material breach of these Terms and has failed to rectify such breach (in the case of a breach capable of being remedied) within 14 days of receiving a written notice requiring it to do so.
- Any termination under this clause shall discharge ENABLE from any liability for further performance of the ENET5 SERVICES.
13. AMENDMENTS
- No variation to the provisions of these Terms or Schedules shall be of any effect unless made in writing and agreed and signed by or on behalf of ENABLE and the Customer.
14. NO PARTNERSHIP
Nothing in these Terms shall create, or be deemed to create, a partnership between the parties.
15. ASSIGNMENT AND SUB-CONTRACTING
ENABLE may perform any of the obligations undertaken by it and exercise any of the rights granted to it under these Terms through any other company which at the relevant time is its holding company or subsidiary (as defined by section 736 of the Companies Act 1985, as amended) or the subsidiary of any such holding company, and any act or omission of any such company shall for the purposes of this agreement be deemed to be the act or omission of ENABLE.
ENABLE may assign or sub-contract the benefit (but not the burden) of these Terms or its rights thereunder to any person, firm or contractor.
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16. NOTICES
Any notice required or permitted under these Terms or required by statute, law or regulation shall (unless otherwise provided) be in writing and shall be delivered in person, sent by registered mail as appropriate, properly posted and fully pre-paid in an envelope properly addressed or sent by facsimile or e-mail to the respective addressee at its usual place of business or to such other address, facsimile number or e-mail address as may from time to time be designated by notice hereunder.
- Any such notice shall be considered to have been received on the next working day following delivery, facsimile or e-mailing or in any other event within seven (7) working days after it was mailed in the manner provided under this clause.
17. LAW
These Terms shall be governed by and construed in accordance with the laws of England and Wales.
Any dispute which may arise between the parties concerning these Terms shall be determined by the English Courts and the parties hereby submit to the non-exclusive jurisdiction of the English Courts for such purpose.
18. INTERPRETATION
In these Terms:
reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted;
words importing the singular include the plural, words importing any gender include every gender and words importing persons include bodies corporate and unincorporated; and (in each case) vice versa;
any reference to ENABLE or the Customer in these Terms includes a reference to their successors in title and permitted assigns;
the headings to the clauses are for ease of reference only and shall not affect the interpretation or construction of these Terms.
19. SEVERABILITY
Notwithstanding that the whole or any part of any provision of these Terms may prove to be illegal or unenforceable the other provisions of these Terms and the remainder of the provision in question shall remain in full force and effect.
20. THIRD PARTIES
ENABLE and the Customer confirm their intent not to confer any rights on any third parties by virtue of these Terms and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply.
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The following terms apply specifically to website hosting services.
21. ENABLE’S RESPONSIBILITIES
The Customer appoints ENABLE to host the Website on its behalf.
ENABLE shall exercise such reasonable skill, care and diligence as expected of an experienced provider of website hosting services.
ENABLE shall store the Website on the System and make available the Website for access by users of the Internet from and including the Effective Date.
ENABLE shall, on written request by the Customer, promptly suspend availability of the Website over the Internet. ENABLE shall likewise, on written request by the Customer, promptly resume the provision of the ENET5 SERVICES following such suspension.
ENABLE undertakes to establish and maintain reasonable safeguards against unauthorised access to the Website, data and data files, including back up material.
22. OWNERSHIP OF THE WEBSITE AND DOMAIN NAME
ENABLE acknowledges and agrees that the copyright, trademarks, trade names, patents and all other intellectual property rights subsisting in the Website and the right to the Domain Name shall vest and remain vested in the Customer and its licensors and nothing in these terms shall operate as an assignment to ENABLE of such intellectual property rights and/or right to the Domain Name.
23. LICENSE
The Customer grants to ENABLE, for the duration of these Terms a non-exclusive, non-transferable licence to host the Website on the System in accordance with the provisions of these Terms, solely for the purposes of providing the ENET5 SERVICES and availability of the Website over the Internet.
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24. MODIFICATION OF THE WEBSITE
- ENABLE shall enable the Customer to carry out amendments modifications or replacements to the Website without intervention or assistance from ENABLE.
- ENABLE shall not amend, modify or replace or alter in any way any of the Web Pages at any time without the prior written approval of the Customer.
25. CUSTOMER OBLIGATIONS, UNDERTAKINGS AND INDEMNITIES
The Customer acknowledges that ENABLE does not operate or exercise control over, and ENABLE accepts no responsibility for, the content of the Website or the Customer’s Materials received on the System.
The Customer warrants that any material contained in or linked to the Website and (if applicable) contained in any discussion group, chat room or bulletin board which forms part of the Website will not be illegal, obscene, threatening, defamatory, discriminatory, promote illegal or unlawful activity, or be otherwise actionable or in violation of any rules, regulations or laws to which the Website is subject. The Customer shall be solely responsible for the accuracy, legality, and compliance with the relevant rules and regulations of the Web Pages.
The Customer warrants that it has obtained all necessary consents, approvals and licences for the use of Third Party Property and the use of such Third Party Property will not violate any intellectual property rights belonging to any third party.
In the event of allegations of an infringement of clause 25.2 and/or clause 25.3 above, or if ENABLE reasonably suspects such an infringement has occurred, ENABLE may, without giving notice to the Customer and without liability, suspend availability of the Website or any Web Pages over the Internet or remove the Website or any Web Pages from the System, pending clarification of such allegations or suspicion.
The parties shall notify each other as soon as reasonably possible after becoming aware of any third party allegation of a breach of the provisions of clause 25.2 and/or clause 25.3 above.
The Customer shall fully indemnify ENABLE against any claims, proceedings, losses, liabilities, damages (including reasonable costs), charges and expenses of whatever nature arising out of or in connection with any claim or action made against ENABLE relating to a breach of clause 25.2 and clause 25.3 above, provided that ENABLE will not make any admissions without the Customer’s prior written consent nor take any step (or omit to take any step) which would prejudice the Customer’s defence of the claim, and shall allow the Customer to conduct and/or settle all negotiations and litigation resulting from such claim. ENABLE shall, at the request of the Customer, afford all reasonable assistance with such negotiations or litigation and shall be reimbursed by Customer for any reasonable out of pocket expenses incurred in so doing.
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The following terms apply specifically to Hosted Exchange & Windows SharePoint Services.
TERMS AND CONDITIONS REGARDING USE OF MICROSOFT SOFTWARE.
This document concerns your use of Microsoft software, which includes computer software provided to you by ENABLE as described below, and may include associated media, printed materials, and “online” or electronic documentation (individually and collectively “SOFTWARE PRODUCTS”). ENABLE does not own the SOFTWARE PRODUCTS and the use thereof is subject to certain rights and limitations of which ENABLE needs to inform you. Your right to use the SOFTWARE PRODUCTS is subject to your agreement with ENABLE, and to your understanding of, compliance with and consent to the following terms and conditions, which ENABLE does not have authority to vary, alter or amend.
1. DEFINITIONS
“Client Software” means software that allows a Device to access or utilise the ENET5 SERVICES or functionality provided by the Server Software.
“Device” means each of a computer, workstation, terminal, handheld PC, pager, telephone, personal digital assistant, “smart phone,” or other electronic device.
“Server Software” means software that provides ENET5 SERVICES or functionality on a computer acting as a server.
“Redistribution Software” means the software described in Paragraph 4 (“Use of Redistribution Software”) below.
"Email Service" means the provision of a hosted Microsoft Exchange facility .
2. TERMINATION OF EMAIL SERVICES
To terminate an Email Service contract, the end-user is required to give 3 (three) months notice in writing to Enet5. Termination cannot take effect until a minimum 12 (twelve) months from the initial contract commencement date.
3. USE OF CLIENT SOFTWARE
The SOFTWARE PRODUCTS are licensed to an affiliate of the Microsoft Corporation
(“Microsoft”). All title and intellectual property rights in and to the SOFTWARE PRODUCTS (and the constituent
The SOFTWARE PRODUCTS are licensed to an affiliate of the Microsoft Corporation
(“Microsoft”). All title and intellectual property rights in and to the SOFTWARE PRODUCTS (and the constituent elements thereof, including but not limited to any images, photographs, animations, video, audio, music, text and “applets” incorporated into the SOFTWARE PRODUCTS)are owned by Microsoft or its suppliers. The SOFTWARE PRODUCTS are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Your possession, access, or use of the SOFTWARE PRODUCTS does not transfer any ownership of the SOFTWARE PRODUCTS or any intellectual property rights to you.SOFTWARE PRODUCTS)are owned by Microsoft or its suppliers. The SOFTWARE PRODUCTS are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Your possession, access, or use of the SOFTWARE PRODUCTS does not transfer any ownership of the SOFTWARE PRODUCTS or any intellectual property rights to you.
You may use the Client Software installed on your Devices by ENABLE only in accordance with the instructions, and only in connection with the ENET5 SERVICES, provided to you by ENABLE.
4. USE OF REDISTRIBUTION SOFTWARE
In connection with the ENET5 SERVICES provided to you by ENABLE, you may have access to certain “sample,” “redistributable” and/or software development (“SDK”) software code and tools (individually and collectively “Redistribution Software”). YOU MAY NOT USE, MODIFY, COPY, AND/OR DISTRIBUTE ANY REDISTRIBUTION SOFTWARE UNLESS YOU EXPRESSLY AGREE TO AND COMPLY WITH CERTAIN ADDITIONAL TERMS CONTAINED IN THE SERVICES PROVIDER USE RIGHTS (“SPUR”) APPLICABLE TO ENABLE OR THEIR SUPPLIERS, WHICH TERMS MUST BE PROVIDED TO YOU BY ENABLE. Microsoft does not permit you to use any Redistribution Software unless you expressly agree to and comply with such additional terms, as provided to you by ENABLE.
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5. COPIES
You may not make any copies of the SOFTWARE PRODUCTS; provided, however, that you may (a) make one (1) copy of Client Software on your Device as expressly authorised by ENABLE; and (b) you may make copies of certain Redistribution Software in accordance with Paragraph 4 (Use of Redistribution Software). You must erase or destroy all such Client Software and/or Redistribution Software upon termination or cancellation of your agreement with ENABLE, upon notice from or upon transfer of your Device to another person or entity, whichever first occurs. You may not copy any printed materials accompanying the SOFTWARE PRODUCTS.
6. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION AND DISASSEMBLY
You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCTS, except and only to the extent that applicable law, notwithstanding this limitation expressly permits such activity.
7. NO RENTAL
You may not rent, lease, lend, pledge, or directly or indirectly transfer or distribute the SOFTWARE PRODUCTS to any third party, and you may not permit any third party to have access to and/or use the functionality of the SOFTWARE PRODUCTS.
8. TERMINATION
Without prejudice to any other rights, ENABLE may terminate your rights to use the SOFTWARE
PRODUCTS if you fail to comply with these terms and conditions. In the event of termination or cancellation, you must stop using and/or accessing the SOFTWARE PRODUCTS, and destroy all copies of the SOFTWARE PRODUCTS and all of its component parts.
9. NO WARRANTIES, LIABILITIES OR REMEDIES BY MICROSOFT
Any warranties, liability for damages and remedies, if any, are provided solely by ENABLE and not by Microsoft or its affiliates or subsidiaries.
10. PRODUCT SUPPORT
Any product support for the SOFTWARE PRODUCTS is provided to you by ENABLE and is not provided by Microsoft or its affiliates or subsidiaries.
11. NOT FAULT TOLERANT
The SOFTWARE PRODUCTS may contain technology that is not fault tolerant and is not designed, manufactured, or intended for use in environments or applications in which the failure of the software products could lead to death, personal injury, or severe physical, property or environmental damage.
12. EXPORT RESTRICTIONS
The SOFTWARE PRODUCTS are of U.S. origin for purposes of U.S. export control laws. You agree to comply with all applicable international and national laws that apply to the SOFTWARE PRODUCTS, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information, see http://www.microsoft.com/ exporting/.
13. LIABILITY FOR BREACH
In addition to any liability you may have to ENABLE, you agree that you will also be legally responsible directly to Microsoft for any breach of these terms and conditions.
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The following terms apply specifically to Telephony Services.
TERMS AND CONDITIONS REGARDING USE OF TELEPHONY SERVICES.
ENABLE may vary these terms and conditions at any time by posting such changes on its website (www.easy-dial.com). You agree that if you decide to use the Services after any amendments have been posted on our web site you are bound by the terms and conditions as amended.
1. DEFINITIONS
In these terms, unless the context otherwise requires, the following expressions have the following meanings:
Ø “TELEPHONY SERVICES” means THE USE OF all telephone based products including call management, provision of numbers (geographic or non-geographic), Voice over IP (VoIP), conferencing and pre-paid call access accounts;
Ø “PHONECARDS” and “CALLING ACCOUNTS” means a pre-paid service enabling access through designated telephone numbers to national and international calls.
2. CHARGE RATES
Unless otherwise stated, rates listed under 10p will be rounded to the nearest decimal place and rates listed over 10p will be rounded to the nearest penny. (Example: True rate = 1.949p per minute, quoted rate rounded to 1.9p per minute.) ENABLE may vary rates and/or charges or impose taxes or duties in relation to the Services at any time and such changes will be posted on its website and you agree to be bound by these changes. You may request details of our call rates at any time. All prices are inclusive of VAT unless otherwise stated.
3. PAYMENT
All TELEPHONY SERVICES provided by ENABLE are strictly on a pre-payment basis. Failure to keep your personal account in credit will lead to its termination without notice.
4. EXPIRY AND TERMINATION
All Services, including PHONECARDS and CALLING ACCOUNTS, shall automatically expire six (6) months after last usage. If accounts are terminated before this expiry, a refund will be granted after the deduction of an administration fee amounting to 10% of the credit balance or £5.00 (five Pounds) whichever is the greater. No refunds are granted in respect of PHONECARDS.
5. LIABILITY
You are liable for all charges associated with the TELEPHONY SERVICES, even in the event that your personal account details have been lost or stolen or you have granted a third party permission to use your account. You undertake to hold ENABLE harmless from all liabilities, including damages and claims, arising out of your use of the TELEPHONY SERVICES. We will not, under any circumstances be liable for any business loss, whether direct or consequential suffered by you, under this contract.
6. EQUIPMENT
You agree that ENABLE is in no way whatsoever responsible for providing or maintaining equipment required to access the Services.
7. PROVISION OF SERVICE
In order to provide Services to you, ENABLE may select or at any time change carriers or service providers without recourse to you. You agree to be bound by any such changes.
You understand and accept that from time to time the Services may be suspended for reasons including but not limited to maintenance or faultfinding and that ENABLE will not be held liable for compensation for such suspension of Services. ENABLE undertakes to keep such incidents to the minimum.
You also understand and accept that ENABLE cannot guarantee connection to occur with 100% reliability. This includes reasons beyond our control, such as acts of God, severe weather, industrial disputes, power failure, war, terrorism, network capacity, failure of the carrier telecommunications system, or government action.
You undertake not to use the service in any way or for any purpose prohibited by Law. You also undertake not to use the service in an improper or offensive manner. You will indemnify easy-dial against all liabilities and costs as a result of such illegal or offensive activity.
If for any reason, we no longer provide Services, we may obtain an alternative provider to provide the TELEPHONY SERVICES to you. You agree to the assignment of easy-dial's rights under these terms and conditions to that alternative provider provided the level of service you currently experience is not significantly reduced as a result.
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8. WARRANTY
You agree and understand that the TELEPHONY SERVICES are provided without warranties of any kind, either express or implied, unless such warranties are legally binding.
9. FRAUD
In the event that ENABLE suspects that your account may have been used in any way whatsoever in connection with credit card or debit card fraud, then you agree that all personal information used in connection with the initial application and any subsequent transactions may at the sole discretion of ENABLE be released to the appropriate authorities.
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