This Acceptable Use Policy governs your use of any Services provided by Coreix, including the use of, and access to, your Equipment and/or any Coreix or third party systems and any use of Coreix’s website at www.coreix.net. When we refer to ‘Services’ within this document, it should be construed in this manner. Unless otherwise stated, capitalised terms not defined in this document shall bear the definitions set out in our Terms of Service www.coreix.net/terms/.
By subscribing for or receiving any Services from Coreix, or by using our website, you agree to abide by the terms of this AUP, which will be incorporated into any agreement between you and Coreix and shall apply to any use you make of our website.
Prohibited Uses – Overview
You may use our Services only for lawful purposes. You may not use our Services:
• in any way that breaches any applicable local, national or international law or regulation.
• in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
• for the purpose of harming or attempting to harm anyone, including minors, or in any manner which will, or is likely to, infringe the personal rights of others;
• in any manner that will, or is likely to, infringe the copyright, trademark, trade secret or other intellectual property rights of others;
• to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
• in connection with any defamatory, indecent, obscene, offensive, threatening or abusive conduct or activity;
• to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware; or
• in any way that is inconsistent with the terms of your agreement with Coreix.
Without prejudice to the generality of the overview principles set out above, unacceptable use includes, but is not limited to, the following:
• Posting, transmission, re-transmission, or storing material on or through any of Coreix’s Products or Services, if Coreix reasonably believes that such posting, transmission, re-transmission or storage is:
• in violation of any local, national or international law or regulation (including rights protected by copyright, trade secret, patent or other intellectual property or similar laws or regulations);
- threatening or abusive;
- indecent; or
• Installation or distribution of pirated or other software products that are not appropriately licensed for use.
• Resale of Coreix's Products and Services without the express prior written consent of Coreix (unless you are an authorised wholesaler).
• Deceptive marketing practices.
• Actions that restrict or inhibit anyone - whether a customer of Coreix or otherwise - in his or her use or enjoyment of Coreix’s Products and Services, or that generate excessive network traffic through the use of automated or manual routines that are not related to ordinary personal or business use of internet services.
• Introduction of malicious programs into the Coreix network or servers or other Products and Services of Coreix (e.g., viruses, Trojan horses and worms).
• Causing or attempting to cause security breaches or disruptions of Internet communications. Examples of security breaches include but are not limited to accessing data of which the customer is not an intended recipient, or logging into a server or account that the customer is not expressly authorized to access(e.g., port scans, flood pings, packet spoofing and forged routing information).
• Executing any form of network monitoring that will intercept data not intended for you.
• Circumventing user authentication or security of any host, network or account.
• Interfering with or denying service to any user other than the customer's host (e.g., denial of service attack).
• Using any program/script/command, or sending messages of any kind, designed to interfere with, or to disable a user's terminal session.
• Failing to comply with Coreix's procedures relating to the activities of customers on Coreix-owned facilities.
• Furnishing false or incorrect data on the order form contract (electronic or paper) including fraudulent use of credit card numbers or attempting to circumvent or alter the processes or procedures to measure time, bandwidth utilisation or other methods to document use of Coreix’s products or services.
• Sending unsolicited mail messages, including the sending of junk mail or other advertising material to individuals who did not specifically request such material, who were not previous customers of the customer or with whom the customer does not have an existing business relationship (e.g., e-mail spam).
• Harassment (e.g., through language, frequency, or size of e-mail messages).
• Unauthorised use or forging of mail header information.
• Solicitations of mail or any other e-mail address other than that of the poster's account or service, with the intent to harass or to collect replies.
• Creating or forwarding chain letters or other pyramid schemes of any kind.
• Use of unsolicited e-mail originating from within the Coreix network or networks of other Internet Service Providers on behalf of or to advertise any service hosted by Coreix or connected via the Coreix network.
• Exporting, re-exporting, or permitting downloads of any content in violation of the export or import laws of the United Kingdom or without all required approvals, licenses and exemptions.
• Use of IRC servers or bots connected to public IRC networks or servers.
Coreix will determine, in its discretion, whether there has been a breach of this AUP by you. When a breach of this policy has occurred, we may take such action as we deem appropriate.
Failure to comply with this AUP constitutes a material breach of the Terms of Services www.coreix.net/terms/ upon which you are permitted to use the Services, and may result in our taking all or any of the following actions:
• Immediate, temporary or permanent withdrawal of your right to use the Services.
• Immediate, temporary or permanent removal of any posting or material uploaded by you.
• Issue of a warning to you.
• Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
• Further legal action against you.
• Disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
We exclude liability for actions taken in response to breaches of this AUP. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.
Changes to this Policy
We may revise this acceptable use policy at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we make, as they are legally binding on you. Amendments shall automatically come into effect 30 days after being posted on the Website unless you notify us that you do not agree to any of the proposed amendments. Some of the provisions contained in this AUP may also be superseded by provisions or notices published elsewhere on our Website.
Waiver and Severance
Any failure or delay in exercising or enforcing this policy shall not constitute a waiver of this policy or of any other right or remedy.
If you have any questions concerning compliance with this AUP, please contact Coreix at firstname.lastname@example.org.
Who we are
We, Coreix Limited, are committed to protecting and respecting your privacy.
This policy (together with our Terms of Service www.coreix.net/terms/ and any other documents referred to therein) sets out the basis on which any personal data we collect from you, or that you provide to us, will be processed by us. Please read the following carefully to understand our views and practices regarding your personal data and how we will treat it.
For the purpose of the Data Protection Act 1998 (the Act), the data controller is Coreix Limited (company registration No. 4821355) of Third Floor, Refuge House, 9-10 River Front, Enfield, EN1 3SZ.
Our nominated representative for the purpose of the Act is Alan Dean.
Information we may collect from you
We may collect and process the following data about you:
• Information that you submit via our website at www.coreix.net (our ‘site’). This includes information provided at the time of registering to use our site or subscribing to our services, posting material or requesting further services. We may also ask you for information when you report a problem with our site and we may record any telephone calls with you, for your protection and to monitor the standard of services provided to you.
• If you contact us, we may keep a record of that contact and any related correspondence (including emails).
• Details of transactions you carry out through our site, the fulfilment of orders and the provision of services to you.
• Details of your visits to our site (including, but not limited to, traffic data, location data, weblogs and other communication data, whether this is required for our own billing purposes or otherwise) and the resources that you access.
IP addresses and cookies
We may collect information about your computer, including where available your IP address, operating system and browser type, for system administration and reporting purposes. This is statistical data about your browsing actions and patterns, and does not identify any individual.
We may obtain information about your general internet usage by using a cookie file which is stored on the hard drive of your computer. Cookies contain information that is transferred to your computer's hard drive. They help us to improve our site and to deliver a better and more personalised service. They enable us:
• To estimate our audience size and usage pattern.
• To store information about your preferences, and so allow us to customise our site according to your individual interests.
• To speed up your searches.
• To recognise you when you return to our site.
Where we store your personal data
The data that we collect from you may, if necessary, be transferred to, and stored at, a destination outside the European Economic Area ("EEA"). It may also be processed by staff operating outside the EEA who work for us or for one of our suppliers. Such staff maybe engaged in, among other things, credit checks, the processing of your payment details and the provision of support services. By submitting your personal data, you agree to this transfer, storing or processing.
We capture your personal data over a secure link using recognised industry standard Secure Sockets Layer (SSL) technology which encrypts the data whilst passing it over the internet. This will be indicated on most browsers by a lock in the status bar at the bottom of the screen. Firewalls are also used to block unauthorised traffic to the servers and our servers are locked in a secure location which can only be accessed by authorised personnel.
Where we have given you (or where you have chosen) a password which enables you to access our services or certain parts of our site, you are responsible for keeping this password confidential. We ask you not to share a password with anyone.
Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our site; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.
Uses made of the information
We use information held about you in the following ways:
• To ensure that content from our site is presented in the most effective manner for you and for your computer.
• To provide you with information, products or services that you request from us or which we feel may interest you, where you have consented to be contacted for such purposes.
• To carry out our obligations arising from any contracts entered into between you and us.
• To allow you to participate in interactive features of our service, when you choose to do so.
• To notify you about changes to our service.
We (and our group companies) may also use your data to provide you with information about our goods and services which may be of interest to you and we may contact you about these by email, post or telephone.
If you do not want us to use your data in this way, or to pass your details on to third parties for marketing purposes, please tick the relevant box situated on the form on which we collect your data.
Disclosure of your information
We may disclose your personal information to any member of our group, which means our subsidiaries, our ultimate holding company and its subsidiaries, as defined in section 1159 Companies Act 2006.
We may disclose your personal information to third parties:
• In the event that we sell or buy any business or assets, in which case we may disclose your personal data to the prospective seller or buyer of such business or assets.
• If Coreix Limited or substantially all of its assets are acquired by a third party, in which case personal data held by it about its customers will be one of the transferred assets.
• If we are under a duty to disclose or share your personal data in order to comply with any legal obligation, including a contractual obligation, or in order to enforce or apply our Terms of Service www.coreix.net/terms/ and other agreements; or to protect the rights, property, or safety of Coreix Limited, our customers, or others. This includes exchanging information with other companies and organisations for the purposes of fraud protection and credit risk reduction.
You have the right to ask us not to process your personal data for marketing purposes. We will usually inform you (before collecting your data) if we intend to use your data for such purposes or if we intend to disclose your information to any third party for such purposes. You can exercise your right to prevent such processing by checking certain boxes on the forms we use to collect your data. You can also exercise the right at any time by contacting us at email@example.com.
Our site may, from time to time, contain links to and from the websites of our partner networks, advertisers and affiliates. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.
Access to information
The Act gives you the right to access information held about you. Your right of access can be exercised in accordance with the Act. Any access request may be subject to a fee of £10 to meet our costs in providing you with details of the information we hold about you.
Coreix is committed to providing you with an excellent standard of service.
The availability and operation of our infrastructure and network as well as the proper function and prompt repair of any equipment we provide as part of the Services is essential to us. This document therefore describes our core commitments to you.
The service levels described below (“Service Levels”) set out the core aspects of the Services covered by our commitment and the levels to be achieved in the provision of those aspects of the Services. We also explain your remedies if at any time we fall below the high standards we set.
100% Infrastructure Availability
Coreix commits to the availability of power and HVAC (heating, ventilation and air conditioning) 100% of the time in any given month.
In the case of HVAC, the achievement of this level will apply when (i) an average daily room temperature of between 18 and 27 degrees Celsius is achieved and (ii) an average room relative humidity of 60% (+/- 20%) is achieved.
In the case of power, the achievement of this level will apply when uninterrupted power is delivered to the server/firewall or, in the case of collocation, to the powerbar
100% Network Availability
Coreix commits to the availability of its network services 100% of the time in any given month.
The network will be considered available where (i) it is possible to transmit and receive data across the network equipment owned and managed by Coreix, and (ii) it is possible to connect to Coreix border routers via any of the network providers listed at www.coreix.net/network/.
Proper operation of your hardware
Coreix is committed to the proper functioning of hardware provided as part of our dedicated Services (Please note: this commitment does not apply to co-location clients). This hardware commitment applies only to the following hardware components: chassis, processor(s), memory, storage device(s), motherboard, power supplies and network interface card(s). It does not apply to the time required to rebuild a RAID array, reload the operating system, reload and configure applications or restore from backup.
For Standard Service clients, Coreix will identify hardware faults within 2 hours of a fault occurring and resolve the fault within four hours of the fault occurring. For Premium Service clients, Coreix guarantees to identify hardware faults within 1 hour of a fault occurring and to resolve the fault within 2 hours of the fault occurring.
Downtime & Notification
“Downtime” means where the above Service Levels are not achieved for reasons other those described under the Exclusions below. Downtime shall be measured from the time (i) you raise a ticket on Coreix’s ticket system, notifying us of the relevant unavailability, and (ii) the unavailability is verified by Coreix’s technical department. Downtime shall continue until the relevant Service Level is restored, as confirmed by Coreix’s technical department. Downtime may not be aggregated on an event basis; i.e. if any event gives rise to unavailability in respect of different Service Levels affecting the same service, you may not aggregate that unavailability and Downtime will be calculated only in respect of the Service Level which worst affects that service. Any dispute regarding the extent and/or overlap of unavailability will be determined by Coreix in its absolute discretion.
You will be entitled to the following Service Credits in the event of Downtime, all Service Credits being based on a percentage of your ‘MRC’, which is the monthly recurring charge (excluding tax) relating to the service experiencing the Downtime, excluding any Additional Services (i.e. services which do not comprise part of your Service package - as set out in your original Service Order Form):-
|Total Monthly* Downtime
||Service Credit Payable under Standard SLA
||Service Credit Payable under Premium SLA
|Less than 8 Minutes
|Over 8 minutes but less than 10 minutes
|Over 10 minutes but less than 30 minutes
|Over 30 minutes but less than 1 hour
|Over 1 hour but less than 24 hours
|Over 24 hours but less than 48 hours
|Over 48 hours
*’Month’ and ‘monthly’ mean the month(s) covered by your monthly invoice(s).
Under no circumstances will your total entitlement to Service Credits exceed 100% of MRC in any month.
For Co-location services the Service Credit regime(s) shall apply on condition that you have complied with any operational and other requirements relating to the provision of the Service, including utilisation of both A & B power supplies or use of a Static Transfer Switch, failing which you shall only be entitled to Service Credits if downtime exceeds 48 hours. In the event of any uncertainty or dispute as to which Service Credit regime shall apply, Standard Service Credits shall apply unless Coreix agrees otherwise in writing. The term ‘Co-location services’ refers to the provision of services relating to your own equipment which is located on (and operated from) Coreix premises.
For Connectivity services the Premium Service Credit regime shall apply on condition that you subscribe to the Premium Service and you have complied with any operational and other requirements relating to the provision of the Premium Service, including use of twin network connections, failing which you shall only be entitled to Standard Service Credits. In the event of any uncertainty or dispute as to which Service Credit regime shall apply, Standard Service Credits shall apply unless Coreix agrees otherwise in writing. The term ‘Connectivity services’ encompasses various Coreix offerings (including bandwidth/transit and metro services) and refers to the provision of connectivity services between, variously, Coreix’s premises, third party sites and the internet.
Process & Exclusive Remedy
The above Service Credits are your sole and exclusive remedy with respect to any Downtime or other failure to achieve the Service Levels and represent Coreix’s entire liability on respect of its failure to achieve the Service Levels.
Service Credits are only payable (i) in respect of Downtime verified as set out above, and (ii) only if you have paid all relevant Fees, including payment of the Fees relating to the month for which the Service Credits are claimed and are otherwise in good financial standing with Coreix.
To qualify for Service Credits, you must make a written request to Coreix for credit within 14 days of the end of the month to which the Service Credit relates, failing which your right to Service Credits will be lost. Provided you so notify us, verified Service Credits are payable within three calendar months of your written request. Coreix may, at its discretion, offset Service Credits against any Fees owing to Coreix.
Services Falling Outside the Service Credit Regime
A. Remote Hands Services – Our Remote Hands Service comprises the provision of a variety of technical support services, including hardware and software configuration, patching of software, troubleshooting and analysis, hardware and software installation and so on. The varied nature of these services means that it is impossible to provide you with a simple service level statement to cover this service. Each issue which crops up within Remote Hands has to be dealt with on an individual basis. However, we will provide this service on a 24/7 basis via qualified technicians. We will use all reasonable endeavours to deliver these services quickly and efficiently, in accordance with agreed timelines, and we will provide you with time estimates and updates on progress. This service does not attract service credits.
B. Deployment Services – If agreed, we will deploy the servers described in the Service Order Form in accordance with any agreed timelines, on condition that you provide us with any information and other assistance we may require to enable us to do so. Deployment will be complete when we provide you with the information to enable you to use the server. If we fail to deploy the server as agreed with you, as a result of our fault and not owing to any fault or delay in your part, you are entitled to a refund of the set-up fee which relates to the deployment of the relevant server. This payment is your sole and exclusive remedy for any failure or delay in deployment. If we agree to expedite the deployment of your servers, we shall use all reasonable endeavours to do so within indicated timelines but we will not be liable for any failure to do so and the aforementioned refund will not apply. You may request the delay in deployment of your servers, provided that you notify us within 5 days of your signature of the Service Order Form and on the basis that your delay in deployment may not exceed 2 months. We may make a charge of 50% of your MRC for each month (or part thereof) for which you request a delay. You shall be liable to the full MRC at the latest 3 months after you sign the Service Order Form.
There is no entitlement to Service Credits for any failure to meet the Service Levels which:
• is not due solely to the fault or negligence of Coreix or its employees, agents or contractors;
• is the result of force majeure;
• is the result of any fault on your part, including any fault on the part of your employees, agents, contractors or customers;
• results from abuse or misuse by you, your employees, agents, contractors, customers, any persons to whom you have given access to the Services, or any person who gains access to your data or the Services as a result of your failure to use reasonable security precautions, even if such use was not authorised by you;
• is due to planned maintenance;
• relates to your breach of your agreement with us (including any suspension of the Services relating to such breach);
• results from limitations imposed by you upon Coreix in the provision of the Service(s);
• due to inherent hardware or software defects;
• due to inherent design faults in your systems or any part of your systems.
“Acceptable Use Policy” Our policy, available at www.coreix.net/aup/ which sets out the requirements which you need to meet in relation to the acceptable use of the Services;
“Access Details” Your login names, passwords and other confidential information relating to your access to the Services;
“Additional Costs” The additional costs set out in the Service Order Form;
"Additional Services" Any services which Coreix agrees in writing to provide but which may not be included in the Service Order Form;
“Annual Fee(s)” The annual fees payable for the Services, as set out in the Service Order Form;
"Authorised User(s)" The individual(s) authorised by you to use the Services, as specified on the ‘My Coreix’ customer portal on our Website;
"Commencement Date" The date on which this Agreement takes effect, as specified in the Service Order Form;
“Equipment” Any equipment owned or licensed by you and located within the Property (excluding any equipment owned or licensed by Coreix);
“Fees” All and any fees payable in accordance with the terms of this Agreement, including the Annual Fee, the Installation Fee and any Additional Costs incurred in the Services;
"Initial Term" The initial term of the Agreement, if any, specified in the Service Order Form, during which time you may not terminate the Agreement other than for fault in accordance with clause 13 below;
"Installation Fee" The initial installation charge as outlined in the Service Order Form;
“Product(s)” Any products, software or other proprietary technology owned by Coreix or any third party and which is licensed or otherwise provided for use in relation to the Services;
“Property” Unit 3, Trade City, Crown Road, Enfield. EN1 1TX;
"Services" The services which Coreix shall provide as specified in the Service Order Form and any Additional Services we agree in writing to provide;
“Service Credits” The credits set out in the Service Level Agreement which are payable in respect of any failures to meet the Services Levels; such credits being your sole and exclusive remedy in relation to such failures;
"Service Levels" The service levels set out in the Service Level Agreement;
“Service Level Agreement” The service level agreement accompanying this Agreement which sets out the level of Services which will be provided and the Service Credits payable for failures to achieve those Service Levels;
"Service Order Form" The signed order form specifying the Services to be provided, which accompanies these terms of service;
“Term” The term of this Agreement, as described in the Service Order Form;
“Website” Our website at www.coreix.net;
“Working Day” Working Day means Monday to Friday excluding bank or public holidays in England;
“Your Representative(s)” The person(s), nominated by you via the ‘My Coreix’ customer portal on our Website, who shall have the authority to contractually bind you on all matters relating to this Agreement.
2. Commencement & Term
2. The Agreement shall commence on the Commencement Date and shall continue for the Term. Where an Initial Term is specified, you may only terminate the Agreement during the Initial Term pursuant to clause 13. If not terminated during the Initial Term, the Agreement shall continue thereafter in accordance with these terms of service and any other terms, if any, as set out in the Service Order Form. Following the Initial Term, you may terminate this Agreement by providing the notice set out in the Service Order Form.
3. The Agreement becomes effective and legally binding when you (a) sign the Service Order Form, (b) accept the Service Order Form as part of Coreix’s online ordering process, or (c) otherwise accept these terms, acceptance being deemed if you receive or continue to receive the Services following presentation of these terms or any amendment or variation to these terms.
3. Coreix’s Obligations & Rights
1. We warrant that we will provide the Services to you with reasonable care and skill and in accordance with the terms of the Agreement in all material respects.
2. We will use all reasonable endeavours to meet any performance dates agreed in writing, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3. We shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and we shall notify you of any such changes.
4. Your Rights & Obligations
1. You represent that you are authorised and/or legally entitled to enter into this Agreement and that in doing so you will not breach any law or any obligation to any third party. If you are an individual, you represent and confirm that you are at least 18 years of age.
2. You agree, on your own behalf and on behalf of the Authorised User(s) and (where applicable) on behalf any other employees, agents and any other persons using the Services with your authority or via use of your Access Details that you will:
1. provide us with all co-operation and assistance reasonably required in relation to the provision of the Services and the investigation of any interruptions, faults or outages or any associated security issues, including ensuring the assistance of your personnel;
2. provide us with all data and other information reasonably required in relation to this Agreement, including security access information and software interfaces to any relevant business applications, and take all reasonable steps to ensure that all information provided is true, accurate, complete and not misleading in any material respect;
3. comply with all applicable laws and regulations with respect to your activities under this Agreement and ensure that your use of the Services and/or any software or content used in relation to the Services does not infringe any third party rights (including intellectual property rights);
4. carry out your responsibilities under this Agreement in a timely and efficient manner and notify us immediately upon becoming aware of any breaches or suspected breaches of this Agreement;
5. appoint Your Representative(s) and keep up to date all information on the ‘My Coreix’ portal on our Website (including your Authorised User(s), billing and contact details, escalation procedures and other information).
3. You acknowledge that our ability to provide the Services depends on you satisfactorily complying with your obligations stated in the Agreement and that should you fail to perform any such obligations then we will not be liable in any way for any delay, loss or damage, cost increase or other consequences arising from such failure or from our reliance on, or actions based upon, information or materials provided by you.
4. In the event of any delays in your provision of assistance or information, we may adjust any timetable or delivery schedule set out in this Agreement as reasonably necessary.
5. Equipment & Access (Co-Location Customers Only)
1. Where your Equipment is located within the Property, you and your authorised employees, representatives or agents will be entitled to enter the Property to access the Equipment for the purposes of assessing, inspecting, installing, repairing and/or maintaining the Equipment, provided you comply with the requirements set out below. For the avoidance of doubt, you have no right of access in relation to any equipment owned by Coreix or any third party.
2. You agree to provide us with as much written notice (including by fax or e-mail if required) as is reasonably possible when any such access is required, which shall not be less than 24 hours in advance of the required access time unless we consider that circumstances justify more immediate access. The notice must provide full details of the person(s) requiring access, including photographic identification, and the date and time when access is required. You accept that you do not have an immediate right of access to the Equipment.
3. Coreix reserves the right (on reasonable grounds) to refuse any person entry to the Property and/or to request any person to leave the Property at any time. Coreix will not be responsible for the consequences of any refusal or delay by Coreix to permit entry or of any request by Coreix for a person to leave the Property where such decision has been made on reasonable grounds.
4. Access to the Equipment is conditional upon you or any persons accessing the Equipment on your behalf (a) being accompanied by an agent of Coreix, if required (b) complying with all access terms and conditions applicable to the Property, including all health and safety requirements to the extent that such terms and conditions and requirements have been notified to you, and (c) not interfering with any other equipment or material in the Property.
5. You agree to provide us with written notice of not less than 24 hours prior to replacing, modifying or altering the Equipment, or connecting or disconnecting the Equipment to or from any other equipment unless we consider that circumstances justify a shorter notice period. You shall ensure that the Equipment is clearly marked and identified as belonging to you at all times.
6. We shall be entitled, upon not less than one (1) months written notice, to move your Equipment to a different location within the Property or to a location in any other Coreix property. We shall bear the cost and expenses incurred by us in moving and installing the Equipment.
7. You agree to ensure that the Equipment is safe and conforms at all times with all applicable laws and regulations, including PAT testing, compliance with health and safety standards and any reasonable environmental and operating requirements specified by Coreix.
8. You will insure the Equipment against all risks (including, but not limited to, fire, theft and flood) and will obtain such other insurance cover (including for consequential loss and loss of profits cover) as may be required by law and/or appropriate to the value and use of the Equipment. You will, as a minimum, obtain public liability insurance cover to a limit of not less than £5 million. You agree to provide copies of the relevant insurance certificates to us upon request.
2. Without prejudice to the generality of clause 6.1, you agree to respect the ownership of the Products and not to infringe the related rights, including intellectual property rights. You may not reverse engineer, decompile or disassemble any software comprised in the Products save to the extent you are permitted to do so under law or under the terms of any licence or relevant contract.
3. You shall ensure that you are legally entitled to use any software operated by you in relation to the Services or on the Equipment and on our request you will certify that you comply with the requirements of this clause and will if required provide us with copies of the relevant licences or other contracts and such other information as we may reasonably require in order to establish such compliance.
4. Assignment of IP space is valid as long as the criteria for the original assignment are met and only for the duration of the service agreement between yourself and us. We have the right to reassign the address space to another user upon termination of this agreement or an agreed period thereafter. This means that you will have to re-configure the addresses of all equipment using this IP space if you continue to require global uniqueness of those addresses.
7. Security & Use
1. You will ensure that reasonable security processes are followed regarding your use of the Services, which shall as a minimum ensure compliance with the terms of the Acceptable Use Policy. If you operate as a reseller, you will ensure that you impose customer terms which reflect the security and other relevant requirements of this Agreement.
2. You undertake that during the performance of the Services you shall not, and shall not permit others, to
1. carry out any act which will, or is likely to, interfere with or compromise the security or proper functioning of the Services, including without limitation any attempt to probe or test the vulnerability of any Coreix system or any network connected to or accessible through Coreix systems;
2. permit any equipment owned, leased, maintained or controlled by you to interfere with or impair the provision of any Service(s), unlawfully interfere with or impair the transmission or privacy or any data or communication transmitted via Coreix systems or otherwise create, cause or contribute to the creation or causing of a hazard.
3. You undertake that during the performance of the Services you shall take all reasonable steps to prevent any access to, or use of, Coreix systems or Services without your permission, including ensuring that your Access Details are kept confidential and available only to the Authorised User(s).
8. Fees and Payment
1. You agree to pay the Fees. Unless otherwise stated in the Service Order Form, the Annual Fee is payable in advance in twelve equal monthly instalments, the first such payment being due and payable on the Commencement Date and then monthly thereafter during the term of the Agreement. The Installation Fee is also payable on the Commencement Date.
2. Any Additional Costs which are incurred in relation to the Services are payable in advance of the provision of the Additional Services to which they relate.
3. We may increase the Annual Fee on or around each anniversary of the Commencement Date by providing you with one month's written notice. We may increase all other Fees at any time during the Term but no more frequently than once a year.
4. All payment of undisputed Fees must be made in full (and without deduction) in cleared funds by the agreed payment dates. In the event that you fail to pay any amount on the due date, we shall be entitled (without prejudice to any other rights and remedies) to (a) suspend the Services, (b) charge interest on the overdue amount at the rate of 4% above the base rate of NatWest Bank plc until payment is received in full, (c) require the immediate payment of the full outstanding balance of the Fees, and/or (d) (if applicable) take a lien over your Equipment. All payments under this Agreement shall be made in full and without any set-off, withholding or other deduction.
5. Any dispute relating to Fees must be raised within 14 days of receipt of our invoice, failing which the invoice shall be deemed accepted and any right of dispute waived. Any undisputed portion of an invoice must be paid in accordance with the terms of this clause 8.
6. We may, in our discretion, require you at any time prior to or during the term of this Agreement to pay a deposit, make payment on account or provide a form of guarantee as security for the payment of amounts under this Agreement.
9. Suspension of Services & Maintenance
1. Without prejudice to any other right, power or remedy available to us and without liability, Coreix reserves the right to limit or suspend the Services and/or disconnect the Equipment:
1. if we consider it reasonably necessary to protect your or our interests, or the interests of any third party (including our customers) and/or to protect the security or operation of Coreix’s systems or network or those of our customers;
2. if you breach any of the terms of this Agreement (including the Acceptable Use Policy) or if we reasonably believe you have so breached or are about to breach;
3. if you fail to pay any Fees when due;
4. if you fail to cooperate with us regarding any suspected or actual breach of the terms of this Agreement; or
5. if required to do so by law or further to a request from any regulatory or governmental authority.
2. We may also temporarily suspend all or any part of the Services for the purpose of repair, maintenance or improvement of any systems. We shall use all reasonable endeavours to keep any such suspensions to a minimum and to carry out such works outside normal working hours wherever possible.
3. Wherever practicable, we shall provide notice of 7 working days of any suspension of Services (save where circumstances reasonably require a shorter notice period) and will restore the Services as soon as reasonably practicable following the remedy of the reasons for suspension. In the event that the suspension arises owing to any defect or compromise relating to your Equipment or other systems, the Services will not be restored and/or Equipment reconnected until the default is rectified to our reasonable satisfaction.
4. Coreix shall not be liable for any suspension of the Services and/or disconnection of the Equipment under the above circumstances and you shall not be entitled to any setoff, discount, refund or other credit as a result of such suspension and/or disconnection and you agree that any such downtime will be exempt from measurement under the Service Level Agreement.
10. Service Exclusions
1. You recognise and accept that the internet carries inherent risks and that we cannot promise that the Services will be uninterrupted, error-free or immune from security risks. You accept that internet servers, equipment and telecommunications links are susceptible to crashes, downtime and security issues from time to time. We will use all reasonable endeavours to maintain a continuous and uninterrupted link with the internet but we cannot provide any warranty in that respect.
2. We are not responsible for unauthorised access to your data or the unauthorized use of the Services unless the unauthorised access or use results from our failure to meet our reasonable security obligations. All other use of the Services shall be your responsibility, even if such use was not authorised by you.
3. Unless backup arrangements are specifically comprised in the Services, Coreix is not responsible for maintaining working backup copies of any of your data, including any data stored on any equipment located at the Property or any data which you process or store relating to the Services. You agree to take regular backups to protect against data loss, corruption or other damage. Coreix’s liability in relation to any data loss or corruption will be limited to that resulting from our failure to comply with any contractual commitments given regarding data backup and we do not otherwise accept responsibility for data loss or damage of any kind.
1. You agree to 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 and/or your breach or non-compliance with the terms of this Agreement, including any claims relating to infringement of third party intellectual property rights or other third party losses relating to your use of the Services.
2. If we become aware of any claim relating to the aforementioned indemnity, we shall give you prompt notice of any the claim and provide you (at your cost) with reasonable co-operation in the defence and settlement of the claim. You shall have the sole authority to defend or settle the claim, save that you will obtain the prior written consent of Coreix before settling any claim where it may have any implication, financial or otherwise, for Coreix.
1. This clause sets out our entire financial liability (including any liability for the acts or omissions of our employees, officers, agents and sub-contractors) to you in respect of (a) any breach of this Agreement; (b) any use made by you of the Services or any part of them; and (c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
2. Except as expressly and specifically provided in this Agreement all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement. If you are a consumer, we specifically do not exclude any implied warranties or other rights which may not be excluded under applicable law. You agree that your sole and exclusive remedy for any breaches of this Agreement or any liability relating to the Services shall be against Coreix and you expressly waive any rights against any agents, suppliers or other intermediaries involved in the Services, including any agent or other party which introduces or recommends the Services to you.
3. Nothing in this Agreement excludes liability (a) for death or personal injury caused by our negligence; (b) for fraud or fraudulent misrepresentation, or (c) which we may not exclude under applicable law.
4. You agree and accept that the Service Credits are your full and exclusive right and remedy, and our only obligation and liability in respect of, the performance and/or availability of the Service, or their non-performance and non-availability, including any failure to provide Services in accordance with the Service Level Agreement.
5. Subject to clauses 12.3 and 12.4:
1. We shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this Agreement; and
2. Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the greater of the Annual Fees or the total Fees paid for the Services during the 12 months immediately preceding the date on which the claim arose.
1. Without prejudice to any other rights we may have, including any rights set out in this Agreement, we may terminate this Agreement immediately and without liability if:
1. you fail to pay any amount due within 14 days of its due date;
2. you breach the terms of the Acceptable Use Policy;
3. you provide to us any false, misleading or otherwise inaccurate information.
2. Without prejudice to any other rights or remedies, either you or we may terminate this Agreement without liability if:
1. the other commits a material breach of any of the terms of this Agreement which is not remediable or which (if remediable) fails to be remedied within 30 days of that party being notified in writing of the breach; or
2. an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or
3. an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
4. a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or
5. the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
6. the other ceases, or threatens to cease, to trade; or
7. the other takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
3. On termination of this Agreement for any reason:
1. all licences and other permissions granted under this Agreement shall immediately terminate;
2. each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party, subject to your compliance with clause 13.3.3 below;
3. you shall pay for all Services provided up to the date of termination, and for all expenditure falling due for payment after the date of termination from commitments reasonably and necessarily incurred by us for the performance of the Services up to and including date of termination;
4. each party shall return any documents, materials or other information in its possession or control which contain or record any of the other party’s confidential information, or upon request shall destroy such documents, materials or other information (and if recorded or stored electronically, permanently erasing from any electronic media on which it is stored);
5. we may destroy or otherwise dispose of any of your data in our possession unless we receive from you a written request for a copy of any relevant data. If you terminate the Agreement, the said request must be made at the time of your notice of termination and if we terminate you must make the request within 5 days of receipt of our notice of termination. If you make such a request within the said timelines, we shall use reasonable commercial endeavours to deliver a copy of the relevant data as soon as practicable, provided that (i) you have, at that time, paid all undisputed fees and charges outstanding at and resulting from termination (whether or not due at the date of termination); and (ii) you will be responsible for all reasonable expenses incurred by us in providing the copy of the said data; and
6. the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
14. Data Protection
Each of us agrees to comply with our obligations under the Data Protection Act 1998, as that Act applies to each of our activities under this Agreement and/or the provision and use of the Services. Without limitation to the foregoing, you agree to comply with that Act in so far as it relates to your use of the Services and the Equipment, including any personal data you process or store thereby.
15. Your Customers
In the event that the Fees remain unpaid for 45 days or more, you agree to provide us with a full list of all of your relevant customers (i.e. any customer to whom you provide services or products by means of the Services or who otherwise directly or indirectly rely upon the Services) and provide us with all assistance required to allow us to provide transfer those customers to Coreix, on such terms as Coreix may agree with those customers. You agree to provide us with all other data and information we may reasonably require to successfully migrate the said customers, including details of relevant domain names and ip addresses, and you hereby consent to the transfer of the said customers and waive any legal or other right to object to or prevent the said transfer.
16. Force majeure
Neither party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that party. The party affected by such circumstances shall promptly notify the other in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than 2 months, either party may terminate this Agreement by written notice to the other.
1 You may not assign, delegate, subcontract, mortgage, charge or otherwise transfer any or all of your rights and obligations under this Agreement without our prior written agreement.
2 Coreix may at any time assign, novate, delegate, subcontract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Agreement without your consent.
19. Entire agreement
This Agreement contains the whole agreement between you and Coreix and supersedes and replaces any prior written or oral agreements, representations or understandings between us. We each confirm that we have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. Nothing in this Agreement excludes liability for fraud.
No failure or delay by either party in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same of the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.
21. Agency, partnership etc
This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between Coreix and you other than the contractual relationship expressly provided for in this Agreement. Neither of us shall have, nor represent that it has, any authority to make any commitments on the other’s behalf.
22. Further assurance
We each agree, at the request and expense of the other, that we shall execute and do any deeds and other things reasonably necessary to carry out the provisions of this Agreement or to make it easier to enforce.
If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.
In this Agreement unless the context otherwise requires:
• words importing any gender include every gender;
•words importing the singular number include the plural number and vice versa;
•words importing persons include firms, companies and corporations and visa versa;
•any obligation on any party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
•the headings to the clauses and paragraphs of this Agreement are not to affect the interpretation;
•the word ‘including’ shall be understood as meaning ‘including without limitation’.
1. Any notice to be given under this Agreement shall be in writing and shall be sent by first class mail or air mail, or by facsimile or e-mail, to the address of the relevant party, or to the relevant facsimile number, or such other address or facsimile number as that party may from time to time notify to the other party in accordance with this clause.
2. Notices sent as above shall be deemed to have been received 3 working days after the day of posting (in the case of inland first class mail), or 7 working days after the date of posting (in the case of air mail), or the next working day after transmission (in the case of facsimile messages, but only if a transmission report is generated by the sender’s facsimile machine recording a message from the recipient’s facsimile machine, confirming that the facsimile was sent to the relevant facsimile number and confirming that all pages were successfully transmitted), or next working day after sending (in the case of e-mail).
26. Law and jurisdiction
This Agreement (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Agreement or its formation) shall be governed by and construed in accordance with English law. The Parties agree that the English Courts shall have exclusive jurisdiction to hear and settle any action, suit, proceeding or dispute in connection with this Agreement and irrevocably submit to the jurisdiction of such court.
27. Third parties
For the purposes of the Contracts (Rights of Third Parties) Act 1999 this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.