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Agnacom Technology Ltd Terms & Conditions

Effective from 20th January 2018

This page tells you the terms and conditions on which we supply our services described on our website to you ("Services"). Our primary services are a domain name registration and renewal service, hosted exchange mailboxes or our website hosting services.

Please read these terms and conditions carefully before ordering any Services from our website. You should understand that by ordering any of our Services, you agree to be bound by these terms and conditions.

Please read through these terms and conditions carefully and print a copy for future reference.

Please understand that if you refuse to accept these terms and conditions, you will not be able to order any Services from our website.

1. Privacy policy and newsletter

1.1 You acknowledge and agree to be bound by the terms of our privacy policy http://www.agnacom.co.uk/manage/privacy.php

1.2 By placing an order for the Services, you consent to us sending to you our regular newsletter. This newsletter is our primary method of communicating with you and will inform you of changes to our website, notify you of planned outages and updates, and keep you informed about our services generally.

2. Information about us

2.1 Agnacom is a trading name of Agnacom Technology Ltd. ("we", "us" and "our"). We are registered in Scotland under company number 416584 and have our registered office at 7 Seafield Road, Inverness, IV1 1SG. Our VAT number is 129 3031 37.

3. Your status

3.1 By placing an order through our website, you warrant that:

3.1.1 you are legally capable of entering into binding contracts; and

3.1.2 you are at least 18 years old.

3.2 If you are acting on behalf of a company or other business, you further warrant that you personally have the authority to bind that company or business on whose behalf you are placing an order.

4. The order process

4.1 You can only place an order for the Services once you have successfully registered an account with us. Information that you provide while registering an account with us must be complete and accurate. You agree that we may block access to your account and the Services we supply if we reasonably believe that the information you have supplied is inaccurate. You must keep your user name and password secret at all times and not allow anyone else to use it. You must contact us immediately if you believe your user name and password has become known to someone else.

4.2 Before you submit an order (by clicking the "Submit Order" button) you will be shown your order on screen including details of the Services you have wish to order and the price payable. You will then have an opportunity to identify and correct any input errors in your order for the Services.

4.3 You will only be allowed to submit an order once you have registered at least one method of payment on your account - a credit card or debit card or set up a paperless direct debit.

4.4 After placing an order for the Services we will give you details of the Services you have ordered. We will send the same details to you in an email, together with an invoice, to the email address you provided when you registered your account with us.

4.5 You can view copies of the invoices we have sent you and details of what you have purchased from our website by logging into your account.

5. How the contract is formed between you and us

5.1 After placing an order, you will receive an e-mail from us accepting your order and, if appropriate, letting you know that the Service you have purchased has been activated ("Acceptance Confirmation"). Your order constitutes an offer to us to buy our Services and all orders are subject to acceptance by us. The contract between us ("Contract") will only be formed when we send you the Acceptance Confirmation. We may also decline your order for the Services for any reason, in which case we will tell you so.

5.2 The Contract will relate only to those Services we have confirmed in the Acceptance Confirmation. We will not be obliged to supply any other Services which may have been part of your order until such Services have been confirmed in a separate Acceptance Confirmation.

6. Our status

6.1 We may provide links on our site to the websites of other companies, whether affiliated with us or not. We cannot give any undertaking that products or services you purchase from companies to whose website we have provided a link on our website will be of satisfactory quality, and any such warranties are DISCLAIMED by us absolutely. This DISCLAIMER does not affect your statutory rights against the third party seller.

7. Consumer rights

7.1 If you are buying as a consumer (i.e., not within the course of your business), ordinarily, the Consumer Protection (Distance Selling) Regulations 2000 allow you to cancel the Contract at any time within seven (7) working days, beginning on the day after you received the Acceptance Confirmation. However, by placing your order for the Services, you agree to us starting supply of those Services before the end of the seven working day cancellation period referred to here. As such, you will not have the right to cancel the Contract under the Consumer Protection (Distance Selling) Regulations 2000.

7.2 This provision does not otherwise affect your statutory rights.

8. Our limited money back guarantee

8.1 Once the Contract has been formed you may, subject to clause 8.2, only cancel the Contract in relation to the Hosting Service you have purchased (unless your Hosting Service includes the use of a dedicated hosting server, VPS or Hosted Exchange Mailboxes including all associated Addons in which case you may not cancel the Contract). In such cases, you may cancel at any time within thirty (30) days, beginning on the day after you received the Acceptance Confirmation. If you do so, you will receive a full refund of the price paid for the Hosting Service you have cancelled. We will refund the price you have paid to the credit card, debit card or other account you used to make that payment. No other refund will be made. Limited to one per customer.

8.2 To cancel the Contract under clause 8.1, you must inform us in writing through our support ticket system http://www.agnacom.co.uk/manage/supporttickets.php before the end of the thirty (30) day period mentioned in clause 8.1. As part of our cancellation process, we will respond to you via our support ticket system to confirm your cancellation request. You must re-confirm your cancellation request via our support ticket system or we will continue to supply the Hosting Service and your cancellation under clause 8.1 will be ineffective.

8.3 You will not have any right under clause 8.1 to cancel the Contract for the supply of any other Services other than that noted in clause 8.1. Therefore, the Services which may not be cancelled include (but are not limited to):

8.3.1 Hosting Services where you request a dedicated hosting server;

8.3.2 Domain Registration and Renewal Services; and

8.3.3 Use of SSL certificates and other 'add on' products.

8.3.4 Hosted Exchange Mailboxes.

9. Price and payment

9.1 The price of any Services will be as quoted on our website from time to time, except in cases of obvious error. These prices exclude VAT.

9.2 The total cost of your order of the Services will be set out clearly in your Shopping Basket before you submit your order for the Services.

9.3 Prices are liable to change at any time. We will notify you of a change in our prices at least thirty (30) days before the price increase comes into force. Any such price increase will not be effective until the Minimum Term (as defined in clause 20.3) expires. If you do not agree to such price changes, please cancel your Services in accordance with clause 20.3.1. If you do not cancel you will be deemed to have accepted the new prices, and they will be charged to the credit card, debit card or other payment method registered to your account.

9.4 Our website contains the details of a large number of Services and it is always possible that, despite our best efforts, some of the Services listed on our website may be incorrectly priced. Where a Service's correct price is less than our stated price, we will charge the lower amount when accepting your order. If a Service's correct price is higher than the price stated on our website, we will normally, at our discretion, either contact you for instructions before accepting your order, or reject your order and notify you of such rejection.

9.5 We are under no obligation to provide the Services to you at the incorrect (lower) price, even after we have sent you an Acceptance Confirmation, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mis-pricing.

9.6 You must register a payment method for the Services you have ordered before submitting your order. You may pay by credit or debit card or, alternatively, you may set up a paperless direct debit against your account. We will take payment from the payment method you have registered against your account immediately upon sending you our Acceptance Confirmation or shortly thereafter. If we subsequently reject your order, we will refund the payment you have made to the credit card, debit card or other account you used to make the payment.

9.7 Please note that when purchasing a Service, you are obliged to pay for that Service for the whole of the Minimum Term (as defined in clause 20.3) that applies to it (unless you have cancelled the Service under clause 8.1) even though you may pay by monthly direct debit payments. Consequently, you must not cancel your direct debit payments without first cancelling your Services under clause 20.3.1. If you do so, we will seek to recover any outstanding payments due to us by other means, including by taking appropriate legal action.

9.8 Time for payment shall be of the essence. No payment shall be deemed to have been received until we have received cleared funds. If your chosen method of payment is not authorised by your credit card provider or bank, you hereby authorise us to seek payment from any other credit card, debit card or direct debit registered against your account. Further, if your payment is still not authorised we may, at our discretion, suspend or terminate any Services we provide to you from time to time, even if payment in respect of such Services is not outstanding.


9.8 If your payment is outstanding we might send you three payment reminders after which we shall terminate your services with immediate effect. At our discretion we might keep your service's live for up to 7 days. Once your service's are termianted, all data will be lost and we won't be able to recover it.


10. Quality

10.1 We warrant that (subject to the other provisions of these terms and conditions) any Services purchased from us through our website will be provided with reasonable care and skill.

10.2 We will not be liable for a breach of the warranty in clause 10.1 unless:

10.2.1 you give written notice of the breach to us through our support ticket system http://www.agnacom.co.uk/manage/supporttickets.php; and

10.2.2 we are given a reasonable opportunity after receiving the notice of examining our provision of the Services to you.

10.3 We will not be liable for a breach of the warranty in clause 10.1 if:

10.3.1 the problem arises because you failed to follow our oral or written instructions as to the use of the Services (if there are any); or

10.3.2 you alter the Services without our written consent; or

10.3.3 the problem arises because of misuse.

10.4 Subject to clause 10.2 and clause 10.3, if we are in breach of the warranty in clause 10.1 we will, at our expense, use all reasonable commercial efforts to remedy the breach promptly or refund the price of the Services at the pro rata Contract price. This constitutes your sole and exclusive remedy for any breach of the warranty set out in clause 10.1. Notwithstanding the foregoing, we do not warrant that your use of the Services will be uninterrupted or error-free.

10.5 We reserve the right to modify the Services without notice to you provided such modification does not adversely effect your access to, or use of, the Services or detract from the overall performance of the Services. Any change which may have such adverse effect on you or may detract from the overall performance of the Services will be notified to you at least sixty (60) days prior to the change taking effect.

10.6 You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf which is not set out on our website or otherwise confirmed in writing by us. Nothing in this clause will exclude or limit our liability to you for fraudulent misrepresentation.

11. Access to the Hosting Service

11.1 You are responsible for making all arrangements necessary for you to have access to our Hosting Services. You are also responsible for ensuring that all persons who access our Services through your Internet connection are aware of these terms and conditions (and in particular our acceptable use policy) and that they comply with them.

12. Hosting Service service levels

12.1 We will use our reasonable endeavours to make our servers available to you as part of the Hosting Service you purchase for ninety-nine point nine-nine (99.99) per cent of each calendar month. We do not warrant access to our servers will be uninterrupted or error free but we shall use reasonable endeavours to keep downtime to a minimum. We shall make all commercially reasonable efforts to provide you with advanced notification of all scheduled and emergency outages through the system status page http://www.webhostingstatus.com on our website and through our newsletter.

12.2 Service credits are not given for any form of downtime or service unavailability.

13 IP addresses

13.1 You will have no right, title or interest in any internet protocol address ("IP address") allocated to you, and any IP address allocated to you is allocated as part of the Hosting Service you purchased and is not portable or otherwise transferable by you in any manner whatsoever.

13.2 If an IP address is re-numbered or re-allocated by us, we shall use our reasonable endeavours to avoid any disruption to you.

13.3 You agree that you shall have no right, title or interest to any IP address upon expiry or termination of the Services, and that the acquisition by you of a new IP address following expiry or termination of the Services shall be solely your responsibility.

14.2 We will follow our archiving procedures for the data stored on our servers. In the event of any loss or damage to our servers, your sole and exclusive remedy will be for us to use reasonable commercial efforts to restore the data on our servers (including your Material) from the latest back-up we maintained in accordance with our archiving procedure. We will not be responsible for any loss, destruction, alteration or disclosure of your Material caused by you or any third party.

15. Hosting Service usage limitations

15.1 All our Hosting Service packages come with an unlimited web space allowance provided that:

15.1.1 your Material is linked into web pages;

15.1.2 you do not use the Hosting Service as a backup of, or repository for, your Material;

15.1.3 you maintain good housekeeping to maintain your Material; and

15.1.4 your comply with our acceptable use policy

15.2 The Hosting Service package you order includes the per calendar month bandwidth allowance applicable to that hosting package as this is set out on this website at the time of your order. The Hosting Service you have ordered will be automatically suspended if this monthly bandwidth allowance is exceeded. If this happens, you have to upgrade your Hosting Service package to one which includes a higher monthly bandwidth allowance, or wait for the Hosting Service to resume at the start of the following calendar month. You can monitor your monthly bandwidth usage in the hosting control panel.

15.3 Unless the Hosting Service package you order includes a dedicated server, you will only be allowed to use a maximum of five (5) per cent of our server's processing capacity when using the Hosting Service package you order. At our absolute discretion, we may allow your usage to exceed this limitation, and we will speak to you about your hosting requirements if your usage has, or may have, a detrimental effect on our other customers.

15.4 The Hosting Service package you order includes the number of mailboxes applicable to that hosting package as this is set out on our website at the time of your order. However, any mailboxes that have not been accessed for one hundred (100) clear days will be automatically deleted from our system.

15.5 When using the Services, you must comply with our terms of website use and our acceptable use policy and these are incorporated into the Contract by reference. Any conflict between our terms of website use and these terms and conditions, will be resolved in favour of these terms and conditions.

15.6 We shall be entitled to terminate the Contract, or suspend or terminate the provision of any individual Services, if you are in breach of our terms of website use or our acceptable use policy

16. Support

16.1 If a problem has arisen with regard to the Services or your registered account, you can access support through our support ticket system http://www.agnacom.co.uk/manage/supporttickets.php twenty-four (24) hours a day, seven (7) days a week.

16.2 Our support team will help resolve any problems you have with the Services you are receiving. We will not provide programming support to you, but, as part of our Hosting Services, our servers are compatible with many programming languages.

17. Domain names

17.1 Where the Contract includes our Domain Registration and Renewal Service:

17.1.1 we will endeavour to procure the registration of the domain name you request;

17.1.2 we will not be liable in the event that the relevant domain name registry refuses to register the domain name you request, or subsequently suspends or revokes any registration for that domain name;

17.1.3 we shall not act as your agent or on your behalf in any dealings with domain name registry;

17.1.4 the registration of the domain name you request and its ongoing use is subject to the relevant domain name registry's terms and conditions of use which you should obtain and consider;

17.1.5 you are responsible for ensuring that you are aware of the terms referred to in clause 17.1.4 so that you can comply with them;

17.1.6 the domain name you request will only have been successfully registered when you appear as the registrant on the appropriate "whois" database of the top level domain name registrar;

17.1.7 we shall have the absolute discretion to require you to select a replacement domain name to the one you have requested to be registered, and may suspend or terminate our performance of the Domain Registration and Renewal Service, if, in our opinion, there are reasonable grounds for us to believe that your current choice of name is, may or is likely to be in bad faith, breach of the provisions of these terms and conditions or any legal or regulatory requirement; and

17.1.8 you confirm and warrant that you are the owner of any trade mark in any domain name (or have the authority of the owner of any trade mark to use such name) that you have requested be registered.

17.2 You confirm and warrant that you are the legal owner of any domain name (or have the authority of the legal owner to use such domain name) supplied by you, or otherwise authorised by you, for use as a domain name in connection with any website in relation to which the Hosting Service supplied to you is used.

17.3 Once the domain name has been successfully registered, it will need to be renewed periodically to ensure you retain your registration of it. We will send you renewal notices thirty (30) days and seven (7) days before the renewal date of your registered domain name. These notices will be sent to the email address then registered against your account. You hereby authorise us to automatically renew the domain name for you unless you have cancelled the Domain Registration and Renewal Service in accordance with clause 20.1.1. The price for the renewal will be as set out in the renewals page of the customer administration area and will be charged against one of the payment methods then registered against your account.

18. Intellectual property rights

18.1 You, or your licensor, retain all intellectual property rights in your Material, and you grant to us a worldwide, non-exclusive, royalty free licence to use, store and maintain your Material on our servers and publish your Material on the Internet for the purpose of providing the Hosting Service to you. You warrant that your Material does not infringe the intellectual property rights of any third party and you have the authority to grant the licence in this clause 18.1 to us. We may make such copies as may be necessary to perform our obligations, including making back-up copies of your Material.

18.2 You will defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services or of any claim or action that your Material infringes, or allegedly infringes, the intellectual property rights of a third party.

18.3 If you download software we own from our website, we grant you a non-exclusive, non-transferable royalty free licence to use that software for the purpose set out on our website in relation to that software. Such licence will automatically terminate when we stop providing the Hosting Services to you.

18.4 Any third party software that you download from our website shall be licensed to you on the standard software licence terms of the owner of the intellectual property rights in that third party software as those licence terms are notified to you at the time you download such software.

18.5 We retain all intellectual property rights in the Hosting Services (other than in your Material) and our software referred to in clause 18.3. Accordingly, you must not decompile, disassemble or reverse engineer the Hosting Services or our software.

18.6 We will defend you against any claim that the Hosting Services (but not materials stored or maintained on our servers by third parties) infringe any United Kingdom intellectual property rights of a third party (other than infringements referred to in clause 18.2), and shall indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that:

18.6.1 you give prompt notice of any such claim;

18.6.2 you make no admissions or settlements without our prior written consent;

18.6.3 you provide reasonable co-operation to us in the defence and settlement of such claim, at your expense; and

18.6.4 we are given sole authority to defend or settle the claim.

18.7 In the defence or settlement of the claim, we may obtain for you the right to continue using the Hosting Services, replace or modify the Hosting Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Contract with you without liability to you (in which case we will refund to you the price you have paid on a pro-rata basis). We will have no liability to defend or indemnify you if the alleged infringement is based on:

18.7.1 a modification of the Hosting Services by anyone other than us;

18.7.2 your use of the Hosting Services in a manner contrary to our instructions or our acceptable use policy; or

18.7.3 your use of the Hosting Services after notice of the alleged or actual infringement from us or any appropriate authority.

18.8 The foregoing states your sole and exclusive rights and remedies, and our entire obligations and liability, for the infringement of any third party's intellectual property rights by the Hosting Services.

19. Our liability

19.1 We do not monitor and will not have any liability for your Material or any other communication you transmit, or allow to be transmitted, by virtue of the Hosting Services.

19.2 Due to the public nature of the Internet, we shall not be liable for the protection of the privacy of electronic mail or any other information transferred through the Internet or via any network provider and no guarantee or representation is given that the Hosting Services will be free from hackers or unauthorised users. You shall be liable for the content of any emails transmitted by virtue of the Hosting Services, for any material you upload to, or allow to be uploaded to, our servers and for ensuring compliance at all times with all relevant legislation (including, but not limited to the Data Protection Act 1998 and all other privacy laws, regulations and guidance notes made or issued thereunder).

19.3 All conditions, terms, representations and warranties that are not expressly set out in these terms and conditions (or the documents referred to in them) are hereby expressly excluded.

19.4 We do not exclude or limit in any way our liability:

19.4.1 for death or personal injury caused by our negligence;

19.4.2 under section 2(3) of the Consumer Protection Act 1987;

19.4.3 for fraud or fraudulent misrepresentation; or

19.4.4 for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.

19.5 We will not be responsible for the following types of losses (in each case whether direct, indirect or consequential) and whether they are caused by our negligence or otherwise:

19.5.1 loss of income or revenue;

19.5.2 loss of business;

19.5.3 loss of profits or contracts;

19.5.4 loss of anticipated savings;

19.5.5 loss of goodwill;

19.5.6 loss of software or data;

19.5.7 wasted expenditure (such as pay per click advertising costs); or

19.5.8 wasted management or office time.

19.6 Subject to clause 19.4 and clause 19.5, our maximum aggregate liability under or in connection with the performance or contemplated performance of the Contract, whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed a sum equal to the higher of £2000 or one hundred and ten (110) per cent of the price you have paid to us for the Services during the twelve (12) months preceding the event giving rise to the liability in question. Accordingly, you are advised to acquire business interruption insurance, or other appropriate insurance, to protect you and your business in the event of interruption of the Services (in particular the Hosting & Exchange Mailboxes Service).

19.7 Where you buy any product or service from a third party seller through following a link on our website to such third party's website, the seller's individual liability will be set out in the seller's terms and conditions. You should consult such terms and conditions.

19.8 You acknowledge and agree that:

19.8.1 it is your responsibility to ensure that the facilities and functions of the Service meet your requirements. We shall not be liable for any failure of the Service to provide any facility or function not specified by us; and

19.8.2 email communication and software in general is not error free and you agree that the existence of such errors shall not constitute a breach of the Agreement.

19.8.3 the value of emails sent, received and/or stored using the Service and the amount of any direct, indirect or consequential loss which you may suffer or incur as a result of any loss, corruption or damage to such emails can only be known or ascertained by you and are disproportionate to the Fees which are not related to the value the information or data contained in such emails;

19.8.4 we are not able to obtain unlimited insurance cover for our potential liability under the Agreement;

19.8.5 in the interests of keeping the Fees to a reasonable level we maintain limited insurance cover in respect of risks normally associated with services in the nature of the Service; and

19.8.5 it is reasonable for us to limit our liability under the Agreement.

20. Duration of the Services and cancellation

20.1 That part of the Contract relating to our Domain Registration and Renewal Service will commence on the date we send you our Acceptance Confirmation. It will continue until:

20.1.1 we have registered the domain name you have requested (the "Domain Name") and you subsequently ask us not to renew the registration of your Domain Name by logging into your domains control panel and setting the Domain Name renewal option to "cancel" at anytime before the renewal date; or

20.1.2 we terminate the supply of our Domain Registration and Renewal Service by notice to you because:

20.1.2.1 the Domain Name is no longer available for registration;

20.1.2.2 clause 17.1.7 applies;

20.1.2.3 you are in breach of clause 17.1.8; or

20.1.2.4 of some other reason preventing the registration of the Domain Name.

20.2 If we terminate the Domain Registration and Renewal Service under clauses 20.1.2.1, 20.1.2.2 or 20.1.2.4, we will refund the price you have paid for the Domain Registration and Renewal Service to the credit card, debit card or other account you used to make the payment.

20.3 That part of the Contract relating to Services other than our Domain Registration and Renewal Service will also commence on the date we send you our Acceptance Confirmation. Unless such Services are terminated as provided in this clause 20.3, they shall continue for the minimum period of time that applies to the Service you have purchased (as these are set out on our website and subsequently confirmed in the Acceptance Confirmation) ("Minimum Term"). After expiry of the Minimum Term, they will continue on a month to month basis until terminated:

20.3.1 by you giving to us at least seventy-two (72) hours advance written notice through our support ticket system. As part of our cancellation process, we will respond to you through our support ticket system and you must re-confirm your cancellation request. You must re-confirm your cancellation request via our support ticket system or we will continue to supply the relevant Services and your cancellation will be ineffective. You cannot cancel any of your Services by letter, email or telephone. You will not receive any refund of the price you have paid for the Services you have cancelled; or

20.3.2 by us giving to you at least thirty (30) days advanced notice in written sent to the then current email address registered against your account.

20.3.3 We reserve the rights to terminate your hosting services at least one (1) day before your renewal day, once you have given us at least seventy-two (72) hours advance written notice through our support ticket system.

20.4 The monthly price for Services we supply under Contracts that continue on a month to month basis under clause 20.3 shall be charged monthly in advance directly to a credit card, debit card or other payment method registered against your account. Such payment will be taken on the same date of the month as on which the Services had originally commenced ("Payment Date") unless or until you cancel the Services in accordance with clause 20.3.1. We will not provide you with a refund for a cancellation that is part-way through a billing period. Where the Payment Date does not recur in a particular month (e.g., 31 January, but there is no 31 February), you will be charged on the closest preceding date to the Payment Date (e.g., 28 February) for that month.

20.5 Without prejudice to any other right to terminate or suspend the Services we may have under these terms and conditions, our website terms of use or our acceptable use policy, we may terminate the Contract at any time by giving you thirty (30) days advance notice by emailing you at the email address registered against your account. If we cancel the Services, we will refund to you the price you have paid for the Services on a pro-rata basis for the unexpired Minimum Term.

20.6 Notwithstanding anything to the contrary in these terms and conditions, if you are in breach of an obligation of these terms and conditions we may terminate the Contract by seven (7) days notice to you and/or, at our absolute discretion, terminate or suspend without notice any individual Services we provide to you from time to time.

20.7 Expiry or termination of the Contract shall be without prejudice to any rights and liability of either of us arising in any way under that Contract as at the date of expiry or termination.

21. Deletion of your data

21.1 If you cancel your Services, any data we hold or host in relation to the Services you have cancelled will be immediately and permanently deleted from our system. Accordingly, you are strongly advised to make appropriate copies of such data before you cancel your Services.

22. Additional terms

22.1 Additional terms and conditions may apply for our offers. If so, you will be advised of them at the relevant point.

23. Written communications

23.1 Applicable laws require that some of the information or communications we send to you should be in writing. When using our website, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

24. Notices

24.1 All notices given by you to us must be given though our support ticket system. We may give notice to you at either the then current e-mail or postal address registered against your account with us.

25. Third party rights and transfer of rights and obligations

25.1 Neither you nor we intend that any term of the Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

25.2 The Contract is binding on you and us and on our respective successors and assigns.

25.3 You may not transfer, assign, charge or otherwise dispose of the Contract, or any of your rights or obligations arising under it, without our prior written consent.

25.4 We may transfer, assign, charge, sub-contract or otherwise dispose of the Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.

26. Events outside our control

26.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by events outside our reasonable control ("Force Majeure Event").

26.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:

26.2.1 misuse, alteration or interference by you or any third party of our servers or systems (including virus and hacker attacks);

26.2.2 strikes, lock-outs or other industrial action;

26.2.3 civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

26.2.4 fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;

26.2.5 impossibility of the use of public or private telecommunications networks; and

26.2.6 the acts, decrees, legislation, regulations or restrictions of any government.

26.3 Our performance under the Contract will be deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.

27. Waiver

27.1 If we fail, at any time during the Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

27.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.

27.3 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 24.

28. Severability

28.1 If any of these terms and conditions or any provisions of the Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

29. Entire agreement

29.1 These terms and conditions and any document expressly referred to in them represent the entire agreement between us both in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.

29.2 We each acknowledge that, in entering into the Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions.

29.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in these terms and conditions.

30. Our right to vary these terms and conditions

30.1 We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities.

30.2 You will be subject to the policies and terms and conditions in force at the time that you order services from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Acceptance Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven (7) working days of receipt by you of the Acceptance Confirmation).

30.3 No variation of these terms and conditions shall be valid unless it is in writing and signed on our behalf.

31. Law and jurisdiction

31.1 Contracts for the purchase of Services through our site will be governed by Scottish law. Any dispute arising from, or related to, such the Contract shall be subject to the exclusive jurisdiction of the courts of Scotland. English is the language offered for the conclusion of the contract between us both.

TERMS AND CONDITIONS FOR THE HOSTED EXCHANGE SERVICE IN ADDITION TO THE TERMS ABOVE

32. Provision of the Service

32.1 We agree to provide the Service in accordance with the terms of the Agreement. Subject to your compliance with the terms of the Agreement we hereby grant to you a non-exclusive, non-transferable licence for the period of this Agreement to use all software comprised within the Service in respect of each Mailbox solely for your business purposes.

32.2 We shall provide the Service to the standard to be reasonably expected from a competent provider of services in the nature of the Service.

32.3 Subject to clause 32.4 and the remaining terms of this Agreement, we agree to provide the Service in respect of each Mailbox which you specify using the Control Panel.

32.4 We reserve the right at any time on not less than 30 days' notice to withdraw our agreement to provide the Service in respect of any Mailbox or to require that we grant or decline our agreement to provide the Service in respect of a Mailbox other than through the Control Panel prior to commencement of the provision of the Service in respect of that Mailbox.

32.4 We shall not, unless we agree otherwise in writing, be obliged to provide the Service in respect of more than 500 Mailboxes.

32.5 Each Mailbox is subject to the Storage Usage Limit. You acknowledge and agree that once the volume of data contained within a Mailbox has reached the Storage Usage Limit for that Mailbox, all emails subsequently sent to or by that Mailbox will be rejected and that you will not, and the sender may not, be aware that the email has been rejected for so long as the Mailbox exceeds the Storage Usage Limit. Any emails previously rejected will not enter the Mailbox unless re-sent once the data contained within the Mailbox has been reduced to less than the Storage Usage Limit. If an incoming or outgoing email is larger in size than the remaining capacity of the Mailbox then such email will also be rejected. Any rejected email cannot be retrieved.

32.6 The maximum permitted size for an incoming or outgoing email is 30 megabytes including attachments. All emails received or attempted to be sent that exceed this limit will be rejected and it will not be possible to retrieve them. This limit cannot be amended under any circumstances.

32.7 The Service does not, unless we agree otherwise in writing, comprise a retrieval service for deleted emails. We may in our sole discretion provide a limited retrieval service on terms specified by us from time to time. Any provision of such service will be subject to your agreement to those terms and the payment of such fees as we specify in respect of such service. Emails cannot be retrieved in any event once thirty days have passed since they were sent or received using the Mailbox.

32.8 Due to the complex nature of the Service and public telecommunications networks generally we cannot warrant that the Service will be provided without interruption or error, but we will use reasonable skill and care to ensure that the Service is properly managed.

32.9 We will use reasonable endeavours to rectify defects in the Service which you report to us as soon as reasonably practicable. If you become aware of a defect in the Service you agree to procure that one of your Support Contacts will report the defect promptly upon discovery to our technical helpdesk using one of the following methods:

32.9.1 by telephone, such facility being made available by us to you from 9:00AM to 5:00PM in the United Kingdom from Monday to Friday (excluding bank holidays); or 32.9.2 by email 32.10 We shall use reasonable endeavours to respond to any defect reported by you in accordance with clause 32.9 within one working day of receipt of your report with our plan for resolution of the defect or, if no defect exists, with an explanation as to why no defect exists, provided that we shall not be obliged to respond outside the hours specified for telephone support in clause 32.9.1

32.11 We may temporarily suspend provision of the whole or any part of the Service to enable us to carry out any repair, maintenance or improvement or in the event of an emergency. We will restore provision of the Service as soon as reasonably practicable after any such temporary suspension.

32.12 We may in our sole discretion modify or improve the specification or manner of operation of the Service from time to time provided that, except as notified pursuant to clause 32.14, any such modification or improvement shall not materially diminish the functionality of the Service.

32.13 You acknowledge and agree that in order to make proper use of the Service you and the Support Contacts will require a working knowledge of the Internet and email communications functions. It is your responsibility to obtain and maintain appropriate telecommunications facilities at your expense to enable you to access the Service and to configure your systems correctly, including but not limited to enabling emails to be received and transmitted correctly using the Service.

32.14 We may vary the specification of the Service at any time on not less than 90 days’ notice.

33. Acceptable Use and Data Protection Policies

33.1 This Clause 33 constitutes the Policies. You undertake to procure that those of your employees, agents and sub-contractors who access the Service comply with the provisions of this clause 33 and agree that you shall be liable for failure on the part of such employees, agents and sub-contractors to comply.

33.2 You agree that you will use the Service within the limitations set out in this clause 33 and that if we reasonably determine that you are in breach of this clause 33.2 we may terminate the Agreement in accordance with clause 10.

33.3 You acknowledge and agree that services in the nature of the Service necessarily have finite storage and operating capacity which must be shared between our clients and that the Fees have been calculated with reference to the capacity of the Service and the Service Usage Limit.

33.4 You agree that it is reasonable for us to impose limitations on the manner in which you may use the Service and, if necessary, withdraw your authorisation to use the Service or any part of it if we deem that it is reasonable to do so with regard to our other clients.

33.5 The Monthly Throughput Usage Limit shall be an amount in gigabytes per month equal to the number of Mailboxes multiplied by 0.12 or such other monthly throughput limit as we agree from time to time. You undertake to use the Service within the constraints of the Service Usage Limit and to monitor your compliance with this obligation. You agree that we may suspend provision of the Service and/or terminate this Agreement if you exceed any element of the Service Usage Limit and:

33.5.1 you have not notified us at least 14 days in advance that you may exceed the Service Usage Limit (for example, if you plan to run an email marketing campaign during which you may send or receive a volume of email exceeding the usual volume you send or receive);

33.5.2 we have not given you our prior written consent to your temporarily or permanently exceeding the Service Usage Limit; or

33.5.3 you have not paid any additional fees requested by us in connection with any consent given in accordance with clause 35.5.2 within such period as we have specified for payment of such fees.

33.6 You further acknowledge and agree that if you exceed the Service Usage Limit without our prior written consent some or all emails which are intended to be sent to or received by you may not reach their intended recipient and that neither we nor you will be able to retrieve such emails.

33.7 You acknowledge and agree that the speed at which emails are delivered is largely dependent on factors which are outside our control, including but not limited to the capacity constraints of the public telecommunications network.

33.8 Your use of the Service must be for lawful purposes and comply with all legal requirements including but not limited to respecting third parties’ copyright, trade marks and software licences.

33.9 You may not copy, rent, lease, sublicense, display, reverse engineer, modify or alter any software owned, licensed or developed by us.

33.10 You agree that you will not use the Service in any way to: 33.10.1 publish, post, distribute or disseminate defamatory, infringing, obscene, sexually explicit, indecent, racially offensive, ethnically offensive or other unlawful material or information or that which promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability or any other illegal activities;

33.10.2 threaten, harass, stalk, abuse, disrupt or otherwise violate the rights (including rights of privacy and publicity) of others;

33.10.3 engage in illegal or unlawful activities; or

33.10.4 transmit spam or distribute viruses, or otherwise deliberately abuse any part of the Service.

33.11 You agree that you will not resell the Service, allow any third party to use the Service or use the Service to provide services in the nature of the Service to third parties or assist any third party in its attempt to obtain access to the Service without our consent.

33.12 You shall use reasonable endeavours to prevent any unauthorised access to, or use of, the Service and notify us promptly of any such unauthorised access or use.

33.13 You agree to comply with the terms of the Microsoft Licence in all respects and at all times in respect of your use of the software known as Microsoft Exchange Server in connection with the Service and acknowledge and agree that any use of Microsoft Exchange Server which breaches any of the terms contained within the Microsoft Licence will constitute a breach of these Terms and Conditions entitling us to suspend or terminate the provision of the Service or terminate the Agreement pursuant to clause 10.3.

33.14 You acknowledge and agree that you are solely liable for any breach by you of the terms contained within the Microsoft Licence and that you hereby agree to indemnify us in full in respect of all costs, claims, expenses, losses and damage suffered or incurred by us in connection with such breach.

33.15 You agree to access a Mailbox using a copy of Microsoft Outlook and Entourage licensed to you pursuant to this Agreement only if we provide the Premium Plus Service in respect of that Mailbox and you undertake that if you reallocate any Mailbox in respect of which we provide the Premium Plus Service to the Premium Service then you will immediately uninstall all such copies of Microsoft Outlook and Entourage from any devices that are used to access such Mailbox. You agree that we shall not be liable for any consequence whatsoever that arises as a result of you failing to uninstall such software immediately upon any such reallocation and that you will indemnify us for any losses that we incur as a result of your failure to comply with this clause 33.15.

33.16 You agree not to disassemble, decompile or reverse engineer or otherwise derive the source code of any element of the software comprised within the Service. 33.17 You agree to comply with all applicable legislation and codes of practice throughout the world relating to the processing of personal information, including but not limited to the Data Protection Act 1998, insofar as such legislation and codes of practice are applicable in relation to your use of the Service. You acknowledge and agree that it is your responsibility to take appropriate legal advice in relation to all applicable laws.

33.18 We take the security of personal information very seriously. We will only use the personal information provided by you and relating to your employees, agents and sub-contractors in accordance with the Data Protection Act 1998 and any consents you grant to us from time to time. You acknowledge and agree that we may use your information in accordance with this clause 5, in order that we can provide an efficient service to you and to compile statistics which do not identify you.

33.19 We reserve the right (but shall not be obliged) to access the emails stored on the Server to monitor your compliance with the Policies and to disclose any information, data, graphics, video, sound, files and other content sent by, provided by, accessed by, or sent to you in order to comply with applicable laws and lawful requests, to operate our business properly and to protect our clients as a whole.

33.20 We reserve the right to view emails held on the Server in the course of maintaining and developing the Service.

33.21 We reserve the right in our sole discretion, but shall not be obliged, to remove any email or content from the Server which we reasonably believe contravenes the Policies. We will, unless prohibited by law or any enforcement agency, give you not less than 2 days’ written notice before removing such emails or content. We will fully co-operate with all applicable law enforcement authorities in investigating suspected offenders, and reserve the right to report to such authorities any activity of which we become aware where we reasonably suspect you have contravened the law.

33.22 It is your responsibility to implement suitable email policies with your employees, agents and sub-contractors who access the Service and to obtain all necessary consents from them for your and our processing of their information pursuant to the Agreement.

34. Viruses and Spam Filters

34.1 We will endeavour to ensure that any materials which we send to you will be free from viruses and corrupt files but we cannot guarantee this. If we discover any defect in any materials which we have sent to you we will inform you as soon as reasonably practicable.

34.2 Virus scanning engines are used to filter emails received into (but not sent using) Mailboxes. We cannot guarantee that the Service and emails received will be free from viruses or other harmful content. We do not accept liability for any damage caused to your computer systems, network, business or reputation as a result of an undetected virus that passes through the Service.

34.3 Service comprises a spam filtering service which aims to detect and delete up to 95 per cent of spam emails. By using the Service you acknowledge and agree that not all spam will be successfully identified and may pass to your computer systems or network.

34.4 You acknowledge and agree that by default the virus and spam filtering services described in clauses 34.2 and 34.3 above do not incorporate an area for temporary safe storage of quarantined emails. All emails considered by the virus filter to contain viruses or other harmful content or by the spam filter as being spam will be irretrievably deleted immediately upon being identified as such. Neither you nor the sender of the email will receive any message that the email has been deleted. You acknowledge and agree that by attempting to identify spam, potential viruses and other harmful content, the Service may identify and delete false positives whereby emails that you would have deemed to be legitimate may be deleted. We shall not be liable for any loss or damage caused to your business by the deletion of any email.

34.4 You can request by e-mail or telephone to configure the spam filtering service such that the automatic deletion of emails which the spam filter identifies as spam does not occur. This is achieved in one of the following ways:

34.4.1 the spam filter can be switched off by you in respect of any Mailbox, which means that all emails sent to that Mailbox will be received regardless of any potential threat; or

34.4.2 the spam filter can be switched off in the same manner but with a warning message in the subject line, which means that all emails sent to that Mailbox will be received regardless of any potential threat provided that we accept no liability in respect of any loss or damage suffered by you as a result of you configuring the spam filtering service in such manner.

34.5 You can request by e-mail or telephone to configure the spam filtering service such that the virus filter is switched off in respect of all Mailboxes, which means that no attempt will be made to filter out emails containing viruses. It is not possible to switch off the virus filtering service in respect of some Mailboxes only. We accept no liability in respect of any loss or damage suffered by you as a result of you configuring the virus filtering service in such manner.

34.6 Outbound emails sent from a Mailbox shall not be scanned by the spam or virus filtering services. You acknowledge and agree that you are solely responsible for any loss or damage caused to you or any third party as a result of or in connection with any outgoing email being sent by you.

34.7 We shall not be liable for any loss or corruption of emails sent or received using the Service.

35. Archiving and Backups

35.1 You acknowledge and agree that the Service does not include the archiving or backing up of any emails sent or received using the Service and that the Service is a service of last resort in respect of storing emails and that you should not rely exclusively on the Service. You agree that you will continue or implement separate backup procedures so that in the event that the Server or Service fails you will still be able to access all of your emails using your separate backup procedures.

35.2 We may in our sole discretion agree to assist in the restoration of deleted emails up to 30 days old to a Mailbox provided that you agree to pay our fees for providing such assistance.

36. Termination

36.1 Subject to clauses 36.2 and 36.3, the minimum term of the Agreement is the Minimum Period. Either party may terminate the Agreement on not less than 30 days’ prior written notice to expire at any time after the expiry of the Minimum Period.

36.2 You may terminate this Agreement on not less than 30 days’ prior written notice to expire at any time if we give you notice that we intend to:

36.2.1 increase the Fees

36.2.2 reduce the specification of the Service

36.2.3 modify the terms of the Agreement where such modification results in terms which are less favourable to you than the terms of the Agreement which applied immediately prior to such modification provided that your notice of termination is served on us within 30 days of service of our notice on you.

36.3 We may suspend provision of the whole or part of the Service in respect of any or all Mailboxes or terminate the Agreement without liability to you upon serving written notice on you at any time which notice may unless otherwise stated be of immediate effect:

36.3.1 if you commit any breach of any term of the Agreement

36.3.2 if you have a bankruptcy order made against you or make any arrangement or composition with your creditors or (being a body corporate) convene a meeting of creditors or have a receiver and/or manager, administrator or administrative receiver appointed of your undertaking or any part thereof, or a resolution is passed or a petition presented for your winding up or for the granting of an administration order or for the appointment of an administrator, or any proceedings are threatened or commenced relating to your insolvency, or you are unable to pay your debts as they fall due, or you cease to trade or do or suffer to be done anything which is indicative of your insolvency;

36.3.3 if you provide, or if we discover that you have provided, us with misleading or inaccurate information

36.3.4 if we are directed by any competent authority to cease the provision of the Service or any part of it; or

36.3.5 in the event of an emergency as a result of which we need to contact you in connection with our ability to continue to provide the Service to you and we are unable to contact you within thirty minutes of attempting to do so.

37. Termination

Consequences of Termination

37.1 Subject to clause 37.2, upon termination of the Agreement for any reason:

37.1.1 we will suspend your access to the Service and delete all emails stored on the Server; and

37.1.2 the Microsoft Licence will terminate and you will immediately and permanently uninstall all software used by you under the Microsoft Licence from any device owned, operated or used by you. We accept no liability for any consequence whatsoever that arises as a result of you failing to uninstall any such software immediately upon termination of the Agreement and you will indemnify us for any losses that we incur as a result of your failure to comply with this clause 37.1.2.

37.2 In the event that the Agreement is terminated in accordance with clause 36.3 we shall permit you to access the Service for a period of 72 hours following termination solely for the purpose of transferring stored emails out of the Server. We may at our discretion offer to transfer such data on your behalf subject to you and us agreeing terms and our charges for doing so.

37.3 It is your responsibility to transfer emails stored on the Server prior to the date of termination and to arrange for any incoming and outgoing emails received or sent after termination to be directed to an appropriate server. We shall not be liable for loss or damage suffered by you in connection with any failure by you to comply with this clause 37.3.

37.4 You acknowledge and agree that once deleted, emails cannot be retrieved by you or us from the Server.

37.5 You agree to continue to pay all Fees falling due up to the date of termination (including, for the avoidance of doubt, for any period during which we suspend provision of the Service in accordance with this Agreement) and to pay any sums due at termination immediately upon demand.

37.6 You acknowledge and agree that the level of Fees is determined in part by reference to our forecasts from time to time of the demand we expect to be placed on the Service’s resources. Such forecasts are calculated partly by reference to the contractual commitments entered into with our clients. If you terminate the Agreement and have paid in advance for any aspect of the Service for a period which ends after the date of termination, we shall be under no obligation to make any refund of such sums or a portion thereof provided that where you have terminated the Agreement in accordance with clause 36.2 we will refund any Fees paid by you for the Service in respect of any period falling after the date of termination. If we terminate the Agreement for any reason we shall refund any Fees paid by you for the Service in respect of any period falling after the date of termination.

Schedule 1

Microsoft End User Licence Terms

This document governs the use of Microsoft software, which may include associated media, printed materials, and “online” or electronic documentation (individually and collectively, “Products”) provided by YOU (hereinafter referred to as “Customer”). Customer does not own the Products and the use thereof is subject to certain rights and limitations of which Customer must inform you. Your right to use the Products is subject to the terms of your agreement with Customer, and to your understanding of, compliance with, and consent to the following terms and conditions, which Customer does not have authority to vary, alter, or amend.

1. DEFINITIONS.

“Client Software” means software that allows a Device to access or utilize the 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,” server or other electronic device.

“Server Software” means software that provides services or functionality on a computer acting as a server.

“Software Documentation” means any end user document included with server software.

“Redistribution Software” means the software described in Paragraph 4 (“Use of Redistribution Software”) below.

2. OWNERSHIP OF PRODUCTS.

The Products are licensed to Customer from an affiliate of the Microsoft Corporation (collectively “Microsoft”). All title and intellectual property rights in and to the Products (and the constituent elements thereof, including but not limited to any images, photographs, animations, video, audio, music, text and “applets” incorporated into the Products) are owned by Microsoft or its suppliers. The 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 Products does not transfer any ownership of the Products or any intellectual property rights to you.

3. USE OF CLIENT SOFTWARE.

You may use the Client Software installed on your Devices by Customer only in accordance with the instructions, and only in connection with the services, provided to you by Customer. The terms of this document permanently and irrevocably supersede the terms of any Microsoft End User License Agreement that may be presented in electronic form during your use of the Client Software.

4. USE OF REDISTRIBUTION SOFTWARE.

In connection with the services provided to you by Customer, 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 CUSTOMER, WHICH TERMS MUST BE PROVIDED TO YOU BY CUSTOMER. 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 Customer.

5. COPIES.

You may not make any copies of the Products; provided, however, that you may (a) make one copy of Client Software on your Device as expressly authorized by Customer; 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 Customer, upon notice from Customer or upon transfer of your Device to another person or entity, whichever occurs first. You may not copy any printed materials accompanying the Products.

6. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION AND DISASSEMBLY.

You may not reverse engineer, decompile, or disassemble the 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 Products to any third party, and may not permit any third party to have access to and/or use the functionality of the Products except for the sole purpose of accessing the functionality of the Products in the form of software services in accordance with the terms of this agreement and any agreement between you and Customer.

8. TERMINATION.

Without prejudice to any other rights, Customer may terminate your rights to use the Products if you fail to comply with these terms and conditions. In the event of termination or cancellation of your agreement with Customer or Customer’s agreement with Microsoft under which the Products are licensed, you must stop using and/or accessing the Products, and destroy all copies of the Products and all of their component parts.

9. NO WARRANTIES,

LIABILITIES OR REMEDIES BY MICROSOFT. ANY WARRANTIES, LIABILITY FOR DAMAGES AND REMEDIES, IF ANY, ARE PROVIDED SOLELY BY CUSTOMER AND NOT BY MICROSOFT, ITS AFFILIATES OR SUBSIDIARIES.

10. PRODUCT SUPPORT.

Any support for the Products is provided to you by Customer and is not provided by Microsoft, its affiliates or subsidiaries.

11. NOT FAULT TOLERANT.

THE PRODUCTS MAY CONTAIN TECHNOLOGY THAT IS NOT FAULT TOLERANT AND ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS IN WHICH THE FAILURE OF THE PRODUCTS COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, PROPERTY OR ENVIRONMENTAL DAMAGE.

12. EXPORT RESTRICTIONS.

The Products are subject to U.S. export jurisdiction. Customer must comply with all applicable laws including the U.S. Export Administration Regulations, the International Traffic in Arms 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 Customer, you agree that you will also be legally responsible directly to Microsoft for any breach of these terms and conditions.