1. PARTIES

2. DEFINITIONS

• "Agreed Service Level" means the levels of service performance to be provided by IP Guys to the Client as set out in a Schedule;
• "Agreement" means this Customer Service Agreement;
• "Clientware" means any equipment, cabling, or software provided by the Client to the Hardware in connection with the Services;
• "Clientdata" means any Client supplied databases, User website log files (and derived metrics), files uploaded to Client FTP area on the Hardware and Client corporate email not yet downloaded (by POP).
• "Contract" means a contract for the provision of the Services which arises from the acceptance by IP Guys of a Schedule and which shall be on and subject to the terms of these terms together with the Schedule;
• "Hardware" means any equipment, cabling, systems and software provided by IP Guys in connection with the Services on the Network;
• "Network" is everything between what is provided to IP Guys from the Client to anything returned to the Client;
• "Notified Maintenance" means essential maintenance to be carried out by IP Guys in relation to the Services, Clientware, Hardware and/or Software, which has been notified to the Client at least 5 working days prior to its commencement;
• "Schedule" means the attached order forms describing the Internet related services pricing requested by the Client including without limit details of any requested Domain name and DIDs, Bandwidth, Voice Termination, Hardware, Storage Space and Software;
• "Services" means the Internet related services on the Network which may be further described in any Schedule made hereunder and which are supplied or to be supplied by IP Guys on and subject to the terms of these terms and any Schedules made hereunder.
• "Service Disruption" means any disruption in the Services which causes a failure to meet the Agreed Service Level as a result of any failure of the Hardware, Software or IP Guys personnel who provide the Services and which does not result from any breach by the Client of the Contract, a force majeure event (see Condition 12 below) or any Suspension Event as referred to in Condition 3.5 below;
• "Software" means the computer software programs provided or developed by IP Guys in connection with the Services on the Network;
• "Working Days" means any day which is not a Saturday, a Sunday or a bank or public holiday in England;
• "Working Hours" means 9am - 5pm on each Working Day; and
• "User" means any individuals and businesses who access the Internet web site(s) hosted on the Hardware / Clientware in connection with the Services.
• "Shared Cabinet Space" means any full rack that contains equipment belonging to persons other than the Client.

3. THE SERVICE

3.2. IP Guys reserves the right at any time and from time to time to amend, improve or correct the Services, Software and/or Hardware (or any part thereof) provided that such modification does not materially affect them. This includes the right to substitute the Hardware with Hardware of similar specification, where necessary. IP Guys shall endeavor to give the Client reasonable notice of such modifications but this may not always be possible and IP Guys shall not be liable to the Client or to any third party for any such modification or any failure to give such notice. 3.3. Where Clientware and Clientdata is located on the Network, IP Guys shall, with one Working Days notice given, allow the Client reasonable access to the Clientware and Clientdata Twenty Four Hours a Day, Seven Days a Week. Customers accessing Clientware and Clientdata must be accompanied by a IP Guys technical support at a cost of £75+vat per hour (rounded up to the nearest half hour).

3.4. IP Guys shall use its best endeavors to provide the Services in accordance with the desired launch date. IP Guys shall notify the Client when it has installed the Services and the Client shall (as soon as reasonably practicable and in any event within 2 Working Days) review and assess the Services against the Agreed Service Levels set out in the Schedule. If the Client reasonably considers that the Services do not meet the Agreed Service Levels then it shall immediately notify IP Guys and provide details of the same. IP Guys shall use its best endeavors to rectify any failure of the Services to meet the Agreed Service Levels (except where such failure is due to the occurrence of any Suspension Event as defined below) as soon as reasonably practicable whereupon it shall notify the Client which shall reassess the Services as above. If the Client does not notify IP Guys within 2 Working Days of installation or (where IP Guys rectifies the Services) notification of completion of rectification of the Services then the Client shall be deemed to have accepted the Services and the Services shall be deemed to meet the Agreed Service Levels as at the date of installation or rectification.

3.5. IP Guys reserves the right at its sole discretion to suspend the Services (temporarily or permanently) on the occurrence of any unscheduled maintenance or any of the following (each of the following shall be a "Suspension Event"): (i) Notified Maintenance; (ii) issue by any competent authority of an order which is binding on IP Guys and which affects the Services; (iii) if the Client fails to pay any amounts due under the Contract when they are due and does not cure such failure within fifteen (10) days of payment due date. Such suspension shall last only until the cause of the suspension is resolved. In the event that the suspension continues for a period of 30 days IP Guys shall be entitled to terminate these terms by the giving of 14 days notice in writing.

4. OBLIGATIONS OF THE CLIENT

4.1.1. immediately notify IP Guys if it becomes aware of any unauthorised use of all or any of the Services, Software, Clientware and Clientdata and/or Hardware;

4.1.2. abide by the IP Guys Acceptable Use Policy which is may be found at www.ipguys.com and may be updated from time to time without prior notification.

4.1.3. be responsible for keeping regular back ups of all material and data hosted by IP Guys on any web site operated by the Client from time to time using the Clientware and Clientdata, Hardware and/or Software;

4.1.4. ensure that all usernames and passwords are at all times kept confidential, used properly and not disclosed to unauthorised people and if the Client has any reason to believe that this information has become known to someone not authorised to use it or if this information is being or is likely to be used in an unauthorised way or of any other breach of security then the Client shall inform IP Guys immediately.

4.1.5. be entirely liable for all activities conducted and charges incurred under its usernames and password whether authorised by it or not and the Client acknowledges that IP Guys shall not be liable for any loss of confidentiality or for any damages arising from the Clients to comply with these terms;

4.1.6. not use any part of the Network except as is reasonably necessary to inspect and maintain the Clientware and Clientdata and the Client shall ensure that such part is kept in good condition and is returned to its original condition upon any termination of any contract for the provision of Services;

4.1.7. not, whilst present on the Network, do anything that may be dangerous, nuisance, inconvenience or disturb any IP Guys personnel or other IP Guys clients 4.1.8. ensure that all its communication details which are provided to IP Guys are at all times true, current, accurate and complete and the Client shall promptly notify IP Guys of any such details and the Client acknowledges that IP Guys shall not be liable for any costs, damages or loss which the Client may suffer or incur as a result of failure to notify such changes to IP Guys.

4.2. The Client acknowledges that in order to make proper use of the Services it should have a basic knowledge of how the Internet functions and what types of use are and are not acceptable. The Client acknowledges that IP Guys shall have no obligation to: a) manipulate any material which the Client wishes to and/or does post on any web site it operates or any communication which it issues or sends in connection with any of the Network or Services; or b) validate or vet such material for usability, legality, content or correctness.

5. PRICE & PAYMENT

5.2. All prices quoted to the Client for the provision of services by IP Guys are exclusive of any value added tax for which the Client may be additionally liable at the applicable rate. Where the Services are purchased with a monthly payment plan comprising a set up fee, this fee is payable immediately. Where an annual contract is purchased, the set up fee is included within the total payment.

5.3. The price and all other amounts due under the Schedule shall be paid by the Client by the due date and in the currency as specified in IP Guys invoice. Payment shall only be deemed received by IP Guys upon receipt of cleared funds. Payment shall be made in full without any abatement, set off or deduction on any grounds.

5.4. It is of the essence of the Contract that the Contract price and all other amounts due from the Client are paid on time. IP Guys shall be entitled to recover from the Client any and all expenses incurred by IP Guys in recovering overdue amounts and/or interest on overdue amounts (before and after judgment) at annual rate of 2% above the base lending rate of Barclays Bank plc calculated daily until payment is made in full.

5.5. IP Guys has a general and particular lien over all Clientware and Clientdata until all claims and money payable by the Client to IP Guys on any account whatsoever has been received in full. If the Client fails to satisfy any lien within a reasonable time from the date of notice of exercise then the Clientware and Clientdata may be sold in or towards satisfaction of every such lien and IP Guys will account to the Client for any excess.

5.6. IP Guys reserves the right to send overdue accounts to a collection agency.

5.7. We may make a search with a credit reference agency which may keep a record of that search and share that information with other businesses. We may also make enquiries about the principle Directors/Proprietors with a credit reference agency.

6. OWNERSHIP/PROPERTY

6.2 Clientware and Clientdata are at all times the property of the Client.

7. INDEMNITY

8. SERVICE LEVEL AND DISRUPTIONS

8.2. IP Guys shall provide the Services such that actual level of performance is equal to or higher than the associated Agreed Service Level (if any). Further IP Guys shall carry out the Services with reasonable skill and care. All other conditions, warranties or other terms whether express or implied, statutory or otherwise are hereby expressly excluded to the fullest extent permitted by law and without limit to the foregoing. IP Guys does not represent or warrant that: (i) the Services will meet the Client's requirements; (ii) the Services will be uninterrupted, timely, secure, or errorfree; (iii) any results obtained from using the Services will be accurate, complete or current.

8.3. The Client shall promptly, following discovery of Service Disruption, notify IP Guys if any Service Disruption arises and IP Guys shall then use its best endeavors to rectify such Service Disruption as soon as reasonably practicable.

8.4. Upon the occurrence of any Service Disruption IP Guys shall, subject to the Client continuing to perform its obligations under the Contract and any other contract between the Client and IP Guys, credit the Clients account under and in accordance with the applicable Schedule.

8.5. In the unlikely event that the Client has reason to make a complaint about the quality of Services, such complaint should be made in writing promptly and in any event no later than 14 days after discovery of the incident and marked for the attention of The Customer Services Department, and should include your reasons for your complaint, making reference any to tickets opened, also enclosing copies of technical tests made and/or historical correspondence received so that our Complaints Representatives can investigate the matter fully for you.

8.6. IP Guys will acknowledge your claim or your complaint within 5 working days of receipt.

8.7. IP Guys will respond to your claim or your complaint in full within 10 working days of receipt.

9. MAINTENANCE AND SUPPORT

9.2. The Client shall document and promptly report all errors or malfunctions of the Hardware or Software to IP Guys. The Client shall take all steps necessary to carry out procedures for the rectification of errors or malfunctions within a reasonable time after such procedures have been received from IP Guys. The Client shall maintain a current archive copy of all Clientware and Clientdata.

10. DOMAIN NAMES, DIDS, VOICE TERMINATION, BANDWIDTH

10.1. The Client acknowledges that, whilst IP Guys shall use its best endeavors to successfully supply, provision and retain the requested Telecoms, IP Guys shall not be obliged to accept any request to register or continue to process any registration of the Telecoms.

10.2. The obligations of IP Guys in relation to these Telecoms shall be limited to forwarding the application to the relevant authority, providing reasonable administration services in relation to the application and notifying the result of the application within a reasonable period after communication from the authority. IP Guys will use best endeavors to notify you of any renewal dates however IP Guys accepts no liability for any use or retention of any Telecoms that are provisioned.

10.3. IP Guys makes no representations or warranties (expressed or implied) of any kind (and they are expressly disclaimed) with respect to availability or likelihood of successful registration, provision and retention of any Telecoms especially where third party termination of business and service is possible.

10.4. The Client shall at all times comply with the terms and conditions (from time to time subsisting) for the registration of Telecoms published by the relevant authority and generally to the terms and conditions of any such authority having similar force and to which the Client may become subject as a result of Services provided by IP Guys.

10.5. IP Guys may from time to time change the registrar that a domain is held with. The Client agrees to allow IP Guys to do so as it sees fit and without notice.

10.6 The Client acknowledges that there is limited usage of these Telecoms and that IP Guys reserves the right to limit or refuse Client usage if request, usage are unreasonable at IP Guys discretion.

11. MANAGED SERVICES

11.2. IP Guys provides various managed services including, as part of its portfolio of products, security services. IP Guys does not guarantee the full security of its servers and does not guarantee that it will be impossible to 'hack' into any servers.

11.3. Where security services are provided, IP Guys guarantees that security patches will be applied within two working days of their release by the software vendor. IP Guys will not be responsible for any attack on a server if, for any reason, it is unable to apply a security patch properly due to the Client's custom configuration, or if the Client tampers in any way with the security patch that is applied thereby undermining its ability to work correctly.

12. DISCLAIMER

12.2. IP Guys is not responsible for any delay, malfunction, non performance and/or other degradation of performance of any of the Services, Hardware or Software caused by or resulting from any alteration, modification and/or amendments due to changes and specifications requested or implemented by the Client whether or not beyond those already supplied.

12.3. Neither IP Guys nor anyone else who has been involved in the creation, production or supply of the Services, Hardware or Software shall be liable to the Client in contract, tort (including negligence or breach of statutory duty) or otherwise in connection with these terms, the Contract or the Services, Hardware or Software for any: (i) loss of profit, data, business contracts, revenues or anticipated savings, or (ii) loss resulting from any claim made by any third party, or (iii) special, indirect or consequential loss or damage of any nature whatsoever, Client shall not be liable to IP Guys in contract, tort (including negligence or breach of statutory duty) or otherwise in connection with these terms or the Contract for any special, indirect or consequential loss or damage of any nature whatsoever.

13. TERM, DURATION OF SERVICES AND TERMINATION

13.2. In the event of cancellation or termination by the Client part way through the minimum period, the Client remains obliged to pay for the Services for the entire minimum period, other than where termination occurs pursuant to Condition 13.10.

13.3. Thereafter, if the Client or IP Guys wishes to cancel or terminate, at least one month's written notice must be given.

13.4. The Client must follow IP Guys's prescribed template and procedures for submitting a written cancellation, which comply with the Consumer Protection (Distance Selling) Regulations 2000 (where applicable). Where IP Guys has registered a domain on behalf of the Client, IP Guys is unable to cancel the registration - as such, a minimum charge to cover the cost of the domain registration fee will be levied.

13.5. IP Guys shall be entitled to immediately terminate these terms and any other contract between itself and the Client upon the termination of the Contract. Any termination of this Agreement and/or a Contract shall be without prejudice to the continuing obligations of the Client under these terms and under a Contract not expressly terminated by IP Guys which shall continue in full force and effect.

13.6. Upon termination or expiry of the Contract all amounts payable by the Client to IP Guys shall become immediately due and IP Guys shall be entitled to immediately cease the provision of the Services.

13.7. Upon termination of the contract whereby the Client transfers the provision of Services out to another Internet host provider, IP Guys reserves the right to remove the Client's data from its Hardware after 5 Working Days.

13.8. Upon termination of the contract Service Provider shall return or permit Client to retrieve the Clientware and Clientdata within 2 Working Days.

13.9. Where a disconnection of Services has occurred as a result of actions of the Client under section 13.9 below, a £100 reinstatement fee will apply to reactivate the Services, in addition to full payment of the balance due on the account. Reactivation of the Services will only be performed during Working Hours.

13.10. The Contract may be terminated:

13.10.1. by IP Guys if the Client fails to pay any sums due under the Contract within 14 days of their due date and does not cure such default within 30 days of notice of termination; 13.10.2. by either party to the other if the other commits any material breach of any these conditions and which (in the case of a breach capable of being remedied) has not been remedied within 30 days of notice of termination;

13.10.3. by written notice from IP Guys if the Client commits any material breach of any these conditions which may impact the Services or Servers of IP Guys or the ability of IP Guys to provide the services;

13.10.4. by either party if the other shall convene a meeting with its creditors or if a proposal shall be made for a voluntary arrangement within part 1 of the Insolvency Act 1986 or a proposal for any other composition scheme of arrangement with (or the assignment for the benefit of) its creditors or if the other shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or if a trustee receiver or administrative receiver or similar officer is appointed in respect of all or any of the business or assets of the other party or if a petition is presented or a meeting is convened for the purpose of considering a resolution or any other steps are taken for the winding up or the making of an administrative order (otherwise than for the purposes of a solvent amalgamation or reconstruction).

13.11. Upon termination of the contract the Client, subject to the conditions 3.3 and 5.7, shall be allowed access the Network for the purpose of removing the Clientware and Clientdata.

14. LIMITATION OF LIABILITY

14.2. In no event will we be liable to you for any indirect or consequential loss or damage whatever (without limitation for example loss of business, loss of opportunity, loss of profits) including as a result of disclosure of your username or password, professional recommendations and lack of support. This shall apply even where a loss was reasonably foreseeable or if we had been made aware of the possibility of you incurring a loss.

14.3. With the exception of losses with regard to fraud on our part and personal injury, we will not be liable for any consequential losses which you or your users may suffer as a result of our breach of these Terms of Service, such losses including but not limited to economic loss, loss of goodwill or reputation, and loss of or damage to data.

15. FORCE MAJEURE

16. JURISDICTON