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  • June 6, 2016 by Joseph Geddes
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Active Computers UK Limited

Terms and Conditions

We are Active Computers UK Limited. Our registered office is Suite 5B Rossett Business Village Llyndir Lane Burton, Rossett Wrexham LL12 0AY, trading from 1-4 The Granary, Trench Farm, Tilley Green, Wem, Shropshire, SY4 5PJ Registered in England & Wales № 08452698

It is important that you read these Terms and Conditions of Supply carefully. Together with our Privacy Policy, Acceptable Use Policy and any Specific Terms and Conditions that may from time to time apply, they govern our relationship with you in relation to the Company Active Computers UK Limited, the Company’s Web site(s) and your purchase of Services and/or Equipment. If you have any questions about them or do not wish to accept them, please contact our customer services department at cs@activecomp.co.uk or on 01930 550040 before continuing.

1.  Introduction

1.1.  This Agreement sets out the general terms and conditions of supply upon which Active Computers UK Limited supply any Equipment and/or Services to you.

1.2.  Active Computers UK Limited ("ACTIVE COMPUTERS UK LIMITED"), owners of the Active Computers UK Limited and ACTIVECOMP and Connect Hosting are trading names, trademarks and intellectual property, registered office Suite 5B Rossett Business Village Llyndir Lane Burton, Rossett Wrexham LL12 0AY, trading from 1-4 The Granary, Trench Farm, Tilley Green, Wem, Shropshire, SY4 5PJ

1.2.Definitions for the terms used in this Agreement are set out in the Glossary below.

 

1.3.The Schedules to this Agreement set out terms and conditions specific to particular services we supply to you.

1.4.We both agree as follows:

2.  Placing Your Order

2.1.You can place your order for Equipment and/or Services by any of these methods:

2.1.1.using our Web Site interface at www.activecomp.co.uk or www.connecthosting.co.uk ; or

2.1.2.electronically signing a completed Customer Application form sent to you by us via email; or

2.1.3.submitting an order conforming to an XML service provided by us; or 

2.1.4.sending us a completed Customer Application form by post to the address set out on our Web Site, or

2.1.5. signing a completed Customer Application form in person over the counter

2.2.We will provide confirmation of your order using the contact details provided by our you.

Your Obligations

2.3.You are responsible for checking that your order is correct before you confirm and submit it. If you or your agent has made a mistake, please call our Customer Services telephone number. 

2.4.Subject to your right to cancel (if you are a Consumer) as set out below, placing your order constitutes your automatic acceptance of the terms and conditions of this Agreement.

3.  Commencement

3.1.We shall not be obliged to provide the Services and/or Equipment to you unless and until:

3.1.1.we have sent written notice to you (either by post, or email) of our acceptance of the Customer Application; and

3.1.2.we have received any initial Charges due from you in respect of the Services and/or Equipment and;

3.1.3.in the case of an XML order we have returned a successful response.

3.2.We will activate the Services, as soon as reasonably possible following completion of the matters referred to in Clause 3.1 above.

3.3.The Services will be activated at the installation address stated on the Customer Application.

4.  Duration

4.1.Subject to your right to cancel if you are a Consumer, as set out at Clause 5.1, then unless otherwise terminated or suspended in accordance with this Agreement or amended in any Specific Terms and Conditions, the following Services shall be provided for a Minimum Service Period of 12 months from the date of activation:

4.1.1.SSL certificates;

4.1.2.Domain name registration/transfer and hosting;

4.1.3.Leased Lines, including Ethernet in the First Mile and Generic Ethernet Access services;

4.1.4.Active Computers Wholesale Carrier Services (EWCS);

4.1.5.Fibre to the Cabinet (FTTC) and Fibre to the Premises (FTTP);

4.1.6.Private Wide Area Network (PWAN)/Internet Protocol Virtual Private Network (IP VPN);

4.1.7.Mobile Data Service using a subscriber identity module;

4.1.8.Unlimited broadband packages.

4.2.For all other Services, unless otherwise specified in Specific Terms and Conditions or in a Schedule to this Agreement, the Services will be provided for a minimum of 30 days from the date of activation.

4.3.On expiry of the periods referred to at Clauses 4.1 or 4.2 above (as appropriate) the Services will, unless terminated on or before the date of such expiry, continue until terminated pursuant to this Agreement, unless otherwise agreed in Specific Terms and Conditions.

5.  Right to Cancel Order

5.1.If you are a Consumer (i.e. you are not purchasing either wholly or in part for your business or you are not a business) you have the right, in addition to your other rights, to cancel the Agreement (other than for personalised or perishable products, video, audio or software products which have been unsealed by you, or other products which we have specified as nonreturnable) and receive a refund from us. You must inform us in writing if you wish to cancel within 14 days, starting on the day after the contract between you and us is concluded by you completing the online order confirmation and making payment of any initial fee due.

5.2.If you are a Consumer details of your right to cancel will also be provided during the order process.

Your Obligations

5.3.If you choose to cancel, then you must return any Equipment to us at your cost and risk and we advise you to ensure the Equipment is insured to its current market value during the return journey. You must ensure that you take reasonable care of the Equipment.

5.4.If you have not returned the Equipment within 14 days of cancellation or when requested by us to do so, whichever occurs first, we can collect the Equipment from you at your cost.

6.  Payment

6.1.Except as otherwise provided in the Agreement, all Charges and other sums due from you in respect of the Services and/or Equipment shall be set out in the Price List and/or the Customer Application and/or the invoice relating to such Equipment and/or Services.

Your Obligations

6.2.You will pay the Charges (without any set off or deduction of any kind) on either a monthly, quarterly or annual basis as stated in the Customer Application and/or the Price List and/or the invoice referred to in Clause 6.1 above. Where payment is not made in accordance with these terms, you will pay interest on any unpaid amounts calculated at £40 or 8% above Barclays Bank PLC’s base rate for the time being in force, calculated on a daily basis.

6.3.All amounts payable by you in accordance with the Agreement will be exclusive of Value Added Tax ("VAT"), or any other applicable tax or duty, which will be payable in addition to all such amounts due from you.

6.4.You agree that you will notify us as soon as possible of any change in your credit/debit card or bank account details used for standing order, continuous card authority, Direct Debit or other ongoing payment method purposes under this Agreement. Should you terminate the Services in accordance with this Agreement, it is your responsibility to terminate any standing order or Direct Debit instruction with your bank.

Our Obligations

6.5.We will send you a VAT invoice following completion of the provision of the Services or for regular monthly payments, subject to the following: 

6.5.1.Where payment is taken in advance of an invoice for an existing service, we will send you a VAT invoice following receipt by us of such payment. 

6.5.2.Where payment for the provisioning of a future service is made in advance we will not provide a VAT invoice until that service is provisioned. This includes where a pro-forma invoice for a deposit is raised prior to a service being provisioned.

7.  Changes to this Agreement - Pricing

7.1.If you are a Business User, we may increase the amount payable by you for any Services and/or Equipment by giving you 14 days’ notice in writing after the expiry of the Minimum Service Period.

7.2.If you are a Consumer we may increase the amount payable by you for Services and/or Equipment by giving you 30 calendar days' notice in writing. 

7.3.If you are a Consumer, and this change is to your material detriment, you may, within 30 days of receipt of such notice, cancel this Agreement without penalty by giving a minimum of 14 days’ notice in writing to us.

7.4.For the avoidance of doubt, installation and rental charges for services which are subject to a Minimum Service Period of more than 30 days shall remain unchanged during their applicable Minimum Service Period unless

7.4.1.We can reasonably demonstrate that the cost of providing the Service has increased because of a change by a third-party supplier. Any such increase in our charges will not exceed the increased cost incurred by us in providing the Service. We will give 30 calendar days’ notice or such change; or

7.4.2.The cost of providing the service increases to comply with any legal or regulatory obligation, decision or request.  We will give 30 calendar days’ notice or such change, save where our compliance with that legal or regulatory obligation requires a shorter period of notice or no notice.

8.  Changes to this Agreement - Terms

8.1.We may have to change the terms and conditions of the Agreement. Where this is necessary we will notify you in advance before the changes to the terms and conditions take effect. The reasons we may make changes include, but are not limited to:

8.1.1.complying with any legal or regulatory obligation, decision or request;

8.1.2.changing the Price List in accordance with Clause 7 above; 

8.1.3.changing the conditions relating to a Service in order to reflect contractual changes imposed upon us by our Suppliers;

8.1.4.introducing new products, improved Service features, variations that are necessary by virtue of any new law or regulation or as required by any regulator or other competent authority;

8.1.5.introducing process changes (including changes to the Acceptable Use Policy and Privacy Policy), provided that they are not to your detriment;

8.1.6.maintaining the integrity or security of the Service or any network; 

8.1.7.improving clarity, or making corrections to typographical errors; 

8.1.8.changing the processes and procedures detailed in any Product Handbook.

8.2.We will endeavour to let you know about any change referred to in Clause 8.1 at least 30 calendar days before it happens, save where our compliance with that legal or regulatory obligation requires a shorter period of notice or no notice.

8.3.In respect of changes to this Agreement made under Clause 8.1 such changes shall not require a new Agreement to be signed by the parties and shall take effect at the expiration of such notice as is provided by 8.2.

8.4.We may from time to time make test or trial services and/or promotional offers (“Offers”) available. Such Offers may be subject to specific terms and conditions (“Promotional Terms and Conditions”) which we notify to you. Promotional Terms and Conditions may require a variation to this Agreement in which case you will be deemed to have accepted such variation on your acceptance of the Offer. Unless otherwise stated in the Promotional Terms and Conditions, an Offer may be amended or withdrawn by us at any time and without notice. For the avoidance of doubt we are not obliged to include you in any Offer we make to our other customers. Unless expressly permitted under the terms of a specific promotional offer, current and former customers, under the same or any other identity, are ineligible for any promotional offer reserved for new customers.

9.  Notices

9.1.Any notice or other information to be served by us on you in accordance with this Agreement will be validly sent if in writing and sent by either email or first class post to your last known email or postal address. For the avoidance of doubt, by agreeing to these terms and conditions you expressly agree to receive correspondence by email, including notices relating to switching your services. Any notice sent by first class post will be deemed served 2 days after posting. Any notice sent by email will be deemed served on the day that it is sent.

9.2.Any notice or other information to be served by you on us in accordance with this Agreement will be validly sent if in writing and sent by either by recorded delivery post to our registered office or by email to cs@activecomp.co.uk. Any notice sent by email will be deemed served on the day that it is sent.

Your Obligations

9.3.You are responsible for the maintenance of a correct and functioning email address. 

9.4.You agree to keep the contact details which you have provided to us up to date. 

10.Ownership and Title to Goods

10.1.You agree that all static IP addresses are allocated to you on a rental only basis and will remain our property at all times.

10.2.We may make software available to you that enables you to use the Services. This includes but is not limited to software embedded in routers and firewalls. This software must not be copied or modified by you or anyone else unless allowed by Law. You undertake and agree that you will access the Services only via use of this software, or in an alternative way permitted by us, and you will not attempt to circumvent any security measures inherent in the Services. Where such software is owned by or licensed to us, we will, where possible, grant you a revocable, non-transferable, non-assignable, non-exclusive license to use it for the duration of the Agreement (or, if shorter the duration of any licence of the software to us). Where the use of such software by you requires you to enter a separate licence you agree to do so.

10.3.Where we provide managed equipment to you or your end users it will be our property at all times. You are responsible for making sure that End Users are contractually bound to keep our equipment safe and ensure that it is used properly at all times, and that they agree to follow the manufacturer’s instructions and any other reasonable instructions we provide. End Users are responsible for providing mains power and ensuring adequate ventilation and air circulation are available at the installation site. You agree that you are responsible for any loss, theft or damage to such rented equipment regardless of how it happens.

10.4.Within 14 calendar days of service termination, the equipment must be returned in good working condition to our office at your cost and risk. If you fail to do so, we reserve the right to charge you for replacement of the equipment.  Payment for such charges must be received within 30 days. The amount of the charge is calculated as a percentage of the current market price to replace the supplied equipment or equivalent with genuine new Cisco equipment from Active Computers’s current hardware supplier, the applicable percentage to be calculated from the table below, and based on the length of time the equipment has been deployed:

Where the number of years elapsed since the contract began is:

Percentage of market price payable at the time of return is:

Up to 1 year

80%

Between 1 and 2 years

65%

Between 2 and 3 years

50%

Between 3 and 4 years

35%

Between 4 and 5 years

20%

Over 5 years

20%

10.5.Ownership of any Equipment which we have expressly agreed to sell to you will not pass to you until we have received in full (in cash or cleared funds) all sums due to us in respect of the Equipment.

11.Equipment; Delivery and Access Rights

11.1.Delivery of the Equipment will be made to the delivery address stated on the Customer Application.

11.2.Any managed equipment, and/or routers, which we supply to you, will be configured by us to meet your basic network and Internet specifications. You are not permitted to make any alterations to the configuration of such Equipment and any such alterations will invalidate our support obligation (if any) relating to such Equipment, unless expressly authorised by us in advance.

11.3.You agree that any Equipment not supplied by us which is connected to or used with the Services is technically compatible with the Services and is used in compliance with all relevant instructions and safety and security procedures, and we have no liability for equipment not supplied by us.

11.4.Where the End User is a Consumer as defined by The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 as an individual acting for purposes which are wholly or mainly outside that individual’s trade, business, craft or profession we shall deliver any Equipment sold without undue delay and in any event within 30 days of the date the contract was entered into. 

11.5.Where the End User is not a Consumer (as defined by The Consumer Contracts

(Information, Cancellation and Additional Charges) Regulations 2013 as an individual acting for purposes which are wholly or mainly outside that individual’s trade, business, craft or profession) we will use reasonable endeavours to deliver the Equipment or activate the Services by the delivery date advised by us during the provisioning process and will use our best endeavours to update you on any changes to the estimated delivery date. 

11.6.If, despite those endeavours, we are unable for any reason to fulfil any delivery or activation on or by the specified date, we will not be deemed to be in breach of the Agreement, nor (for the avoidance of doubt) will we have any liability to you for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused (including as a result of negligence) by any delay or failure in delivery or activation. Any delay in delivery or activation beyond the stated delivery date (or any extended delivery date under Clause 19.1) will not entitle you to cancel the Agreement unless and until you have given 30 days' written notice to us requiring the delivery or activation to be made and we have not fulfilled the delivery or activation within that period. Such notice may not be given until after the stated delivery date (or any extended delivery date if applicable). If you cancel the Agreement in accordance with this clause then:

11.6.1.We will refund to you any sums which you have paid to us in respect of that Agreement or part of the Agreement which has been cancelled; and

11.6.2.You will be under no liability to make any further payments in respect of that Agreement or part of the Agreement which has been cancelled, save that;

11.6.2.1.You will be liable for reimbursing us for the costs we incur from our suppliers upon such cancellation. If you cancel an ordered Service or any part of it, notwithstanding that such order has only been provisionally accepted by us, you agree to reimburse us for any costs we have incurred in preparing to deliver the Service in addition to the standard cancellation charge, as may be applicable at the time. 

11.6.2.2.We will take all reasonable steps to mitigate any such costs. If you have had a site survey you will pay the full site survey charges. If the Service includes any excess construction charges such charges will be payable in full by you on cancellation of an ordered Service. If we have provided you with any Equipment you will return such Equipment to us immediately in full working order at your cost.

11.7. Risk of damage to or loss of the Equipment will pass to you upon delivery.

11.8.We will use our best endeavours to notify you as soon as possible if either we or our agents, employees, representatives or anyone else involved in providing the Services and/or the Equipment require access to your premises to install the Services and/or the Equipment or to carry out repairs, maintenance or upgrades. Where such notice is received by you, you agree to grant us and/or such other persons referred to, access to your premises. We will meet your reasonable requirements, and you agree to meet ours, concerning the safety of people on your premises.

12.Suspension and Termination

Our Rights to Terminate

12.1.We will provide the Services for the relevant Service Period. However, we may have to modify, suspend, vary or discontinue the whole or any part of the Services (including, without limitation, any codes or access details or technical specifications associated with the Services) and will endeavour to give you as much notice as is reasonably practicable if we need to do so.

12.2.You are responsible for ensuring that the Services and/or Equipment are used in accordance with this Agreement. If you breach this Agreement we may, in our sole discretion:

12.2.1.suspend or terminate this Agreement and/or any of the Services in whole or in part, for any period which we shall determine without notice or refund; and/or 12.2.2.make a reasonable additional charge to cover our costs incurred; and/or

12.2.3.block access to any part of the Services.

12.3.We will endeavour to ensure that the Services are of a high quality. In order to maintain the quality and safety of the Services, and any other services which we provide to our customers, we may from time to time:

12.3.1.suspend, close down or restrict the whole or any part of the Services in order to carry out emergency or other repairs, maintenance and/or improvements or to prevent overload of the network or to preserve the safety, security or integrity of the Services and any Internet traffic conveyed (although we will give you as much notice as is reasonably practicable before doing so and will endeavour to carry out such works during the relevant scheduled maintenance periods as published by us); and/or

12.3.2.give you instructions on how to use the Services. You agree to comply with any reasonable instructions we may give you in accordance with this Clause.

12.4.If your communications network does not conform to the standards set out in Clause 13.11, and by not so conforming causes detriment to us or any of our other customers we may, without prejudice to our other rights under Clauses 12.2 and 12.5, suspend your access to the Services until you have given a suitable undertaking to remedy the non-conformance.

12.5.You agree that we may suspend or terminate the Services and/or your Account and/or terminate the Agreement at any time, without prior notice or refund to you, and without affecting any of our accrued rights or claims:

12.5.1.where we reasonably believe that the Services are being used in breach of Clauses

13.10, 13.11 or 13.13; or

12.5.2.for non-payment (when due) of the Charges or any other sum due from you under the Agreement or any other agreement with us; or

12.5.3.where you have breached the Agreement in any other way on three or more occasions

(and we have given you notice of the first two breaches); or

12.5.4.where you are or you become, Insolvent or suffer any distress or execution or other legal process to be levied or enforced or sued upon or against any part of your property, assets or revenue and which is not discharged or stayed within 7 days, or you cease or threaten to cease to carry on business; or

12.5.5.where, at any time, an agreed method of payment is unavailable for collection under this Agreement; or

12.5.6.for any other material breach of the Agreement by you.

12.6.You also agree that where this Agreement or your Account is terminated for your breach, the Services will automatically terminate.

12.7.You agree that, notwithstanding the provisions of Clauses 4.3 and 12.4 (but without affecting our other rights to terminate under this Agreement), we may terminate all or any of the Services at any time, on 14 days’ notice, to expire at any time on or after the Minimum Service Period. Any refund that is due to you, will be made by us following the cancellation of the Service(s), and will be made direct to your credit card or bank account (notified to us for this purpose) by BACS transfer. Should you fail to provide suitable bank or credit card details to allow a refund to be made, you will lose the right to such refund, unless you are a Consumer, in which case we will send you a cheque to the customer’s address stated on the Customer Application.

12.8.Any suspension of the Services by us in accordance with this Agreement will not constitute a termination of the Agreement and we may (where we have suspended the Services due to your breach of this Agreement) require you to pay a reconnection fee to recommence the Services together with the relevant Charges.

Your Rights to Terminate

12.9.You may terminate all or any of the Services, at any time after the Minimum Service Period, by giving 14 days’ notice in writing to us in accordance with Clause 9.2 unless otherwise agreed in Specific Terms and Conditions. Where you terminate within the Minimum Service Period you will:

12.9.1.if you are a business, be liable to pay the Charges due in respect of that Minimum Service Period; and

12.9.2.if you are a Consumer, be liable to pay the Charges due in respect of that Minimum Service Period less any costs we save.

13.Conditions of Use (Network and Services)

Our Obligations

13.1.We will (in consideration of the Charges) deliver data packets to your network boundary only and will not be held responsible for the transit, routing and delivery of data packets to individual workstations on your network.

Your Obligations

13.2.You agree that we may, at any time, scan any IP addresses allocated to you for anything which may affect the security of the Services (including open relays and/or open proxies or equivalent).

13.3.You agree that the configuration of your internal network remains your responsibility. Any interruption to the Services resulting from such configuration will not be regarded as an interruption in or suspension of the provision of the Services by us.

13.4.You agree that you are entirely responsible for any form of automated dialling system which you have set up (including, but not limited to, the reliability of such system and any call costs which may be incurred as a result of its use).

13.5.You acknowledge that the Internet is separate from the Services and that use of the Internet is at your own risk and subject to any applicable Laws. We have no responsibility for any goods, services, information, software, or other materials which you may obtain from a third party when using the Internet.

13.6.You also acknowledge that we may exercise editorial control over the content of our servers, but that we do not have the resources to ensure, nor are we capable of checking, the full content of our servers at all times. Neither we, nor any of our agents, contractors,

licensees, employees and information providers, involved in providing the Services, are able to control the content of the Internet. You therefore agree that we shall not be held responsible for the publication, transmission or reception of any defamatory material or information of any kind, other than information which is inserted by us. You specifically acknowledge that we have given no warranties as to the quality, content or accuracy of information received through, or as a result of the use of, the Services.

13.7.You agree that you will promptly provide us with all information within your possession or control that we may reasonably require in order to provide the Services and to perform all of our other obligations under this Agreement.

13.8.You agree that you will be responsible for all use of the Services and (unless, we have agreed to supply it as part of the Equipment) for providing the necessary equipment and/or services (including, without limitation, a telephone line, if required), and for obtaining any permits and/or licences which are necessary for connecting to, and accessing, the Services. You agree that you are responsible for complying with all terms and conditions (including, without limitation, terms of payment) relating to any telecommunications service which is required by you to access the Services. You agree to comply with the manufacturer’s instructions for equipment you provide.

13.9.If, while using the Services, you discover that another person is using the Services, and is failing to do so in accordance with the Agreement, you must inform us immediately.

13.10.You agree that you will, at all times and for whatever purpose, use the Services and/or the Equipment in compliance with all Laws.

13.11.In addition to Clause 13.10, you agree that you will not use, and will take all reasonable precautions to ensure that nobody else within your control uses the Services and/or the Equipment:

13.11.1.fraudulently or in connection with any criminal offence;

13.11.2.in a way that is false or misleading (including, but not limited to, asking for money under false pretences or impersonating others);

13.11.3.to send, knowingly receive, upload, download, use or re-use any material which is offensive, abusive, indecent, obscene (including, but not limited to, nudity, pornography, bestiality or activity that exploits, harms, or threatens to harm children), defamatory, or menacing (including, but not limited to, stalking, advocating violence against others or hate speech), or in breach of copyright (including, but not limited to, unauthorized sharing of copyrighted maps, music, photographs and other content), in breach of confidence, privacy or any other rights;

13.11.4.to cause alarm, distress, annoyance, inconvenience or anxiety;

13.11.5.to "spam" or to send or provide unsolicited advertising or promotional material or knowingly to receive responses to any spam, unsolicited advertising or promotional material sent or provided by any third party;

13.11.6.to make or attempt to make false or hoax calls to emergency services;

13.11.7.in any way which, in our reasonable opinion, is or is likely to be detrimental to the provision of services to you or any of our customers, or to our business and/or reputation;

13.11.8.in contravention of any applicable licences or third party rights, or in contravention of our Acceptable Use Policies; or

13.11.9.in a way that does not comply with any instructions provided to you.

13.12.You may use the Services to link to other networks world-wide, provided that you comply, at all times, with any policies and/or terms and conditions imposed by the operators of such other networks.

13.13.You agree that you will not perform, or allow anyone else to perform, any unauthorised IP or Port multicasting, spoofing, broadcasting, vectoring, filtering, translation or routing.

13.14.Where you have ordered an Ethernet service, you confirm your understanding that, due to packet overheads, the throughput experienced may be slightly less than the bandwidth you ordered.

13.15.You agree to:

13.15.1.keep any records of your User Name(s) and/or Password(s) in separate places and take all necessary steps to ensure their security; and

13.15.2.keep your User Name(s) and/or Password(s) private and confidential and ensure, at all times, that it (or they) do not become known to anyone else.

13.16.You agree that you will notify us immediately if you become aware of any change in circumstances which may lead you to believe that your User Name(s) and/or Password(s) have become known to anyone else. 

13.17.You agree that we may, from time to time, and on giving you reasonable notice wherever possible, suspend and/or change your User Name(s) and/or Password(s). You also agree that you will not change or attempt to change your User Name at any time.

13.18.Any fault with the Services and/or the Equipment which you detect must be reported to us as soon as possible either:

13.18.1.by telephone on our Technical Support Telephone Number; or

13.18.2.by email sent to us at: support@activecomp.co.uk; or

13.18.3.to such other telephone number or email address or at such other Web site as we may notify to you from time to time for this purpose.

14.Liability

14.1.You agree that, in view of their nature, your use of the Services is at your sole risk. Whilst we will endeavour to ensure that the Services are of a high quality, neither we nor any of our suppliers, agents, contractors, licensees, employees or information providers involved in providing the Services, give any guarantee that the Services will be uninterrupted or free from error. Where necessary for commercial, technical or other reasons:

14.1.1.a network or service provider connected to the Services may suspend or terminate its network connection to the Services; or

14.1.2.we may suspend or terminate the connection of the Services to another network or service provider.

14.2.Although we will try to ensure the accuracy and quality of the Services, the Services are provided on an “as is” basis and:

14.2.1.we do not accept responsibility for any use of or reliance on the Services or for any disruptions to or delay in the Services; and

14.2.2.we do not make any representations as to the accuracy, comprehensiveness, completeness, quality, currency, error-free nature, compatibility, security or fitness for purpose of the Services.

14.3.No warranty, term or condition, express or implied, is offered by us and our third party suppliers in relation to the Services, except as expressly provided in this Agreement. You agree that any such suspension or termination referred to at Clause 14.1 above will not constitute a breach by us of the Agreement.

14.4.You further agree that we will not be held liable for any costs, expenses, losses, damages or other liabilities (howsoever arising) which you may incur as a result of a suspension of the Services in accordance with Clause 12.3.1 above.

14.5.You agree and acknowledge:

14.5.1.that you are in a better position than us to foresee and evaluate any potential damage or loss which you may suffer in connection with the Equipment and/or the Services and/or any other service provided to you under the Agreement;

14.5.2.that we cannot adequately insure our potential liability to you; and

14.5.3.that the sums payable by you under the Agreement have been calculated on the basis that we shall exclude liability in accordance with the Agreement.

14.6.In no circumstances whatsoever will we be liable to you (whether in contract, for breach of duty, negligence or otherwise) for;

14.6.1.where you are a business:

14.6.1.1.loss of revenue;

14.6.1.2.loss of actual or anticipated profits (including loss of profits on contracts);

14.6.1.3.loss of the use of money;

14.6.1.4.loss of anticipated savings;

14.6.1.5.loss of business;

14.6.1.6.loss of opportunity;

14.6.1.7.loss of goodwill;

14.6.1.8.loss of reputation;

14.6.1.9.loss or corruption of, or damage to, data, systems or programs; or

14.6.1.10.any indirect or consequential loss or damage howsoever caused, which arises out of or in connection with any use of, or inability to use, the Services and/or the Equipment; or

14.6.2.where you are a Consumer:

14.6.2.1.loss of revenue;

14.6.2.2.loss of actual or anticipated profits;

14.6.2.3.loss of the use of money;

14.6.2.4.loss of anticipated savings;

14.6.2.5.loss or corruption of, or damage to, data, systems or programs; or

14.6.2.6.any indirect or consequential loss or damage howsoever caused, which arises out of or in connection with any use of, or inability to use, the Services and/or the Equipment.

14.7.You acknowledge that any firewall we supply is not designed, manufactured, authorized or warranted to be suitable for use in any system where a failure of such system could result in a situation that threatens the safety of human life, including without limitation any medical, life support, aviation or nuclear applications. Any such use and subsequent liabilities that may arise from such use are totally the responsibility of the End User, and all liability, whether in contract, tort or otherwise in relation to the same is excluded subject to Clause 14.9.

14.8.In any event:

14.8.1.Our liability to you for any failure of the Services or other event in any minimum period of notice that you must give to us to terminate a specific Service or this Agreement shall not exceed the Charges payable in respect of a notice period of 14 days.

14.8.2.Our aggregate liability to you of any sort (including for breach of contract and negligence) in connection with this Agreement shall not exceed the amount of Charges paid by you to us in accordance with this Agreement.

14.9.Nothing in this Agreement will limit our liability under Part I of the Consumer Protection Act 1987 or for death or personal injury caused by our negligence, or:

14.9.1.where you are a business:

14.9.1.1.for liability under any breach of the obligations implied by s.12 Sale of Goods Act

1979 or s.2 Supply of Goods and Services Act 1982;

14.9.1.2.(ii) for fraud or fraudulent misrepresentation; or

14.9.1.3.(iii) any other liability which cannot be excluded or limited by applicable law; or

14.9.2.where you are a Consumer:

14.9.2.1.for liability under any breach of the obligations implied by s.12, s.13, s.14, or s.15 Sale of Goods Act 1979 or s.2 or s.13 Supply of Goods and Services Act 1982;

14.9.2.2.(ii) for fraud or fraudulent misrepresentation; or

14.9.2.3.(iii) any other liability which cannot be excluded or limited by applicable law,

14.9.2.4.and any statutory rights you may have as a Consumer remain unaffected.

14.10.You agree that you will be responsible for and hold us and our suppliers, agents, contractors, licensees, employees and information providers, involved in providing the Services and/or Equipment, harmless from and against any and all losses, claims, damages, costs, demands, expenses and other liabilities which we suffer as a result of any breach by you of the terms of this Agreement, and from and against any claim brought by a third party alleging that the unauthorised use by you or modification by you of the Services and/or the Equipment, by you or under your Account, has infringed any intellectual property or other right of any kind, or any applicable legislation or regulation (whether international or domestic) but excluding any liability which we face as a result of criminal prosecution.

14.11.You agree to pay all costs, damages, awards, fees (including legal fees), judgments and other sums awarded against, or agreed to be paid by, us in relation to such claims referred to at Clause 14.10 above. You further agree that you will, as soon as possible, notify us of, and forward to us all correspondence received by you in relation to such claims.

14.12.You also agree that we shall have full authority to defend, compromise or settle such claims referred to at Clause 14.10 above, and that you will, at your expense, provide us with all reasonable assistance necessary to defend such claims.

14.13.Subject to clause 14.14, the only remedy available to you for a breach by us of the Agreement shall be for breach of contract under the terms of the Agreement.

14.14.Nothing in the Agreement shall exclude or limit our liability for fraudulent misrepresentation.

15.Intellectual Property Rights

15.1.You agree that you will not use the corporate marks (including photographs of buildings) of us or our suppliers or name or any element thereof either alone or in combination with another word or device mark, nor any other brand, get up or trade mark of us or our suppliers, where such use constitutes or would constitute an infringement of our registered trade mark or common law trade mark rights; or 

15.1.1.use or register or attempt to register as a trade mark, company name or domain name, anything that is identical to, similar to, or likely to be confused with any of our or our suppliers’ corporate marks. 

15.2.You will not display our corporate marks without our express permission and in any event you will not display our corporate marks after the termination of this Agreement.

15.3.However, nothing in clause 15.1 prohibits you from making legitimate use of our name or any trade mark of ours whether in the form of factual statements or in accordance with Section 10(6) of the Trade Marks Act 1994, or in any other way which does not constitute an infringement of our registered or common law trade mark rights.

15.4.All copyright and other intellectual property rights in this Agreement remain with us.

16.Passing Off

16.1.You agree that you will not:

16.1.1.represent yourself as us or our suppliers; 

16.1.2.misrepresent your relationship with us or our suppliers; 

16.1.3.misrepresent the nature and/or effect of your contracts with End Users; 

16.1.4.in any other way pass off your business as being ours or represent that you are in any joint venture with us in the absence of explicit prior written consent from us.

17.Waiver

17.1.Neither failure nor delay by you or by us in exercising any of your or our rights under the Agreement shall amount to a waiver of any such right, or operate so as to bar the exercise or enforcement of such right at any time in the future.

18.Right to Assign

18.1.We may transfer, assign or sub-contract the whole or any part of our rights and obligations under the Agreement. You agree that you will not assign, sub-contract, sell, transfer, lease, licence or charge by way of security any of your rights or obligations under the Agreement without our prior written consent. Breach of this restriction in any way (whether successful or not), will result in your Account being terminated.

19.Force Majeure

19.1.You agree that we shall not be liable for any and all losses (including loss of data), damages, costs, claims and other liabilities which arise as a result of any delay or interruption in, or any non-delivery, or missed delivery or failure of the Equipment and/or Services due to circumstances beyond our or any of our suppliers' reasonable control (including, but not limited to, fire, lightning, explosion, war, military operations, disorder, flood, drought, subsidence, industrial dispute, sabotage, terrorism, weather conditions, riot, failure of power supplies, mandatory network change freezes over the festive season or acts or omissions of local or central Government or other competent authorities including but not limited to highways authorities and Public Communications Providers) and acts or omissions or

insolvency of our suppliers (a "Force Majeure Event"). In such circumstances, the time for performing our obligations (including any delivery date stipulated in an order form) shall be extended by a period equal to any delay caused to us as a result of a Force Majeure Event, whether or not we have given notice to you of the occurrence of such Force Majeure Event.

19.2.Should any event, referred to at Clause 19.1 above, affecting delivery of the Services continue for more than 60 days, then either we or you may terminate the Agreement forthwith. Where you terminate the Agreement, you agree to reimburse any costs which we are liable for as a result of the termination.

20.Data Protection

20.1.You agree that we may collect personal information from you via our Web Site and that we may hold all names and other information in the Customer Application in a computerised database for the following purposes (including but not limited to):

20.1.1.submission to a credit reference agency;

20.1.2.to establish and manage your account, including providing notifications to you regarding your account;

20.1.3.to provide you with information or support which you request;

20.1.4.to inform you about new services; and

20.1.5.to bill and collect for services. 

20.2.The information we request may include personally identifiable information such as your name, billing and shipping address, telephone number, e-mail address or credit card information. It is solely your choice whether or not you provide this personally identifiable information. However, should you choose not to provide the information, we may be unable to process an order, fulfil a service or display certain content on our Web Site. 

20.3.We do not sell or rent personal information, including personally identifiable information, to unrelated third parties.

20.4.We will comply with the Data Protection Act 1998 (the “Act”) and associated legislation, in order to safeguard any personal data (as defined in the Act) which you pass to us, in accordance with the Privacy Policy. You will be the data controller and we will be the data processor in relation to any processing of Customer Personal Data.

20.5.You acknowledge that we may, from time to time, be required under regulations and/or legislation to co-operate with and/or disclose provide personal data, communications content and/or traffic data to an appropriate judicial, law enforcement or government authority lawfully requesting such information.

20.6.You agree that in order to improve the service we provide to you we may record and/or listen to calls received by our helpdesk. We and/or our suppliers may also record 999 and 112 calls.

21.Confidentiality

21.1.Neither you nor we shall, without the prior written consent of the other, disclose any Confidential Information of the other to any third party. Information will be considered Confidential if it is; 

21.1.1.expressly identified, whether in writing or orally, as confidential at the time of disclosure; or

21.1.2.it contains the disclosing Party’s customer lists, customer information, technical information, pricing information, pricing methodologies, financial position, trade secrets, customer communications or proposals, benchmarking information, satisfaction surveys, or information regarding the disclosing Party’s business planning or operations.

21.2.Other than the terms and conditions of this Agreement, information will not be deemed Confidential information if such information:

21.2.1.is known to the receiving Party prior to receipt from the disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party; or

21.2.2.becomes known (independently of disclosure by the disclosing Party) to the receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party; or

21.2.3.becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving Party; or 

21.2.4.is independently developed by the receiving Party. 

21.3.Each Party will secure and protect the Confidential Information of the other Party (including, without limitation, the terms of this Agreement) in a manner consistent with the steps taken to protect its own trade secrets and confidential information, but not less than a reasonable degree of care. 

21.4.Each Party may disclose the other Party’s Confidential Information where the disclosure is required by applicable law or regulation or by an order of a court. 

21.5.The obligation of confidentiality under clause 21.1 shall continue for 24 months after the termination of this Agreement.

21.6.You acknowledge that a breach of clause 21.1 may cause harm for which monetary damages would not be an adequate remedy and that you or we may seek injunctive relief against such a breach.

22.Jurisdiction

22.1.The Agreement shall be governed by and construed in accordance with the laws of

England and Wales and you agree to submit to the exclusive jurisdiction of the Courts of

England and Wales. In the event that the Agreement is translated into any other language, the English language version shall prevail.

23.Compliance

23.1.We and you will:

23.1.1.comply with all applicable laws, statutes and regulations relating to bribery and corruption (the “Anti-Bribery Laws”) including, but not limited to the UK Bribery Act 2010;

23.1.2.ensure that our and your associated persons (as defined in the UK Bribery Act 2010 and related guidance) comply with the Anti-Bribery Laws;

23.1.3.implement and maintain policies, procedures and controls, including but not limited to ‘adequate procedures’ (as defined in the Bribery Act 2010 and related guidance), to ensure compliance by us and you and our and your associated persons with the AntiBribery Laws, and will enforce them where appropriate.

24.Severability

24.1.If any provision, clause or sub-clause of the Agreement is held by any competent authority to be void, voidable, illegal, invalid or otherwise unenforceable, but would be valid and/or enforceable if any part of such provision, clause or sub-clause were deleted or modified, then that provision, clause or sub-clause shall apply with such deletion or modification as may be necessary to make it valid and/or enforceable.

24.2.If any part of the Agreement or the application of it to any person shall, for any reason, be adjudged by a competent authority to be invalid, void, voidable, illegal or unenforceable such judgement shall not affect the remainder of the Agreement which shall continue in full force and effect.

25.Entire Agreement

25.1.Subject to clauses 14.9 and 14.14, this Agreement represents the entire agreement and understanding between you and us with regard to the supply of the Equipment and/or Services, to the exclusion of all prior agreements, arrangements and understandings. The Agreement contains express promises and obligations on our part. You agree that any other term which might be implied or incorporated into the Agreement by statute, at common law or otherwise, is excluded to the fullest extent permitted by Law.

25.2.Subject to clause 14.14, you acknowledge and agree that in entering into this Agreement you have not relied upon any oral or written representation, statement or understanding (whether negligently or innocently made) by any of our employees, agents, subcontractors or representatives other than as expressly set out in this Agreement.

25.3.You further acknowledge and agree that you will have no remedy in respect of any untrue representation innocently or negligently made by us or any of our employees, agents, sub-contractors or representatives prior to entering into this Agreement upon which you may claim to have relied in entering into this Agreement, whether such representation was made orally or in writing.

26.Third Party Rights

26.1.A person who is not a party to the Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement, but this does not affect any right or remedy of any third party which exists or is available apart from that Act.

27.Customer Complaints Code

27.1.We make a copy of our Complaints Policy available for download at http://www.activecomp.co.uk/complaints

28.Interpretation of Clauses

28.1.References to the singular include the plural and vice versa. References to one gender include all other genders and vice versa.

28.2.The headings in this Agreement are for ease of reference only and shall not affect the interpretation of the Agreement.

28.3.Any reference in this Agreement to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time and include any by-laws, statutory instruments, rules, regulations, orders, notices, directions, consents or permissions made thereunder.

28.4.All periods expressed in days shall mean calendar days unless specifically stated otherwise.

28.5.The term “includes” is not a word of limitation.

 

Schedule 1  Terms and Conditions for Partner Relations

29.  You acknowledge and agree that we will carry out Credit Checks on you using external credit specialists in a fair and reasonable manner in order to determine commercial risk. Based on this Credit Check result we may set a Credit Limit for your account and/or require you to pay in advance or to provide such security for payment as we shall determine.

30.  Partners acting as Resellers will receive commissions upon receipt of a correct invoice under Active Computer's standard payment terms. The Partner’s invoice must be submitted for payment within 12 months of the relevant End User invoice for payment to be due.

31.  Partners acting as Wholesale Customers shall be responsible for billing the End User and liable for all debts incurred as part of the service supplied to the End User.

32.  In the event of an act of Insolvency on your part we reserve the right to transfer Customer relationships from you to us directly, thus making the End User a Direct Customer.

33.  In the event that 2 consecutive outstanding invoices relating to a single service remain unpaid then we reserve the right to transfer Customer relationships from you to us directly, thus making the End User a Direct Customer.

34.  In the event that 3 or more invoices relating to a single service are paid greater than 7 days late in any 12 month rolling period then we reserve the right to transfer Customer relationships from you to us directly, thus making the End User a Direct Customer.

35.  In all cases you will remain liable for all debts incurred should either Clauses 32, 33 and 34 be invoked.

36.  Active Computers UK Limited remains a Partner-focused organisation and will only apply the remedies in Clauses 32, 33 and 34 if no other options are available after using reasonable endeavours to discuss potential options with you.

37.  Any public announcement regarding this Agreement or its subject matter shall be agreed in advance by both you and us before being released, unless we are unable to contact you after making reasonable efforts to do so.

 

Schedule 2  Conditions for Broadband Services

38.  We will provide you with transit and routing services for email and general Internet access.

39.  Where a broadband cease (termination) arises either as a cease request or as a consequence of a Migration Authorisation Code/Notice of Transfer not being obtained and/or used in moving the service away from Active Computers UK Limited or where we receive an unsolicited cease, a cease charge at the rate published in our price list will be applied, and any usage Charges incurred up to the actual termination date remain payable.

40.  Expected minimum lead times (which are not guaranteed and are subject to variation) are:

Technology Type

New Provide

Migration from ADSL

ADSL Broadband

Approximately 5 working days where line is in place

Approximately 5 working days where line is in place – 10 working days from June 2015

FTTC Broadband

Engineer visit required; minimum 10-17 working days

Minimum 10-17 working days

FTTP Broadband

Engineer visit required; minimum 14 working days

As new provide

41.  To ensure the best experience for our users we actively manage our network. During busy periods non-interactive bulk traffic (such as Peer to Peer traffic) will receive lower priority than interactive traffic such as video and VoIP.

42.  Your use of the broadband service is entirely at your own risk. We will not be liable for any loss or damage arising from any virus, Trojan horse, spam or other malicious content that you may receive while using the broadband service.

43.  You acknowledge and agree that our resources, used in providing the Services, are limited and that any reckless or wasteful use of the Services may affect those resources and may have a material impact on the services provided to our other customers. You agree that we may suspend or terminate an individual End User access to the Services where we decide, acting reasonably, that End User is using the Services in a reckless or wasteful manner. You further agree that we may terminate that End User’s access to the Services where we decide, acting reasonably, that they are continuing to use the Services in a reckless or wasteful manner after having first been suspended and then reinstated.

Schedule 3  Conditions for Domain Name Services

44.  In the event that we provide you with domain name services, the following provisions will apply:

44.1.  We cannot guarantee that any domain name requested by you will be available or approved for use.

44.2.  You confirm that you are the owner of, and/or that you have full rights to use, any trade (or other) name or mark, or any domain name, requested by or allocated to you.

44.3.  If we have reasonable grounds to believe that the use by you of any domain name is or would be in breach of Clause 44.2 above, we may refuse to allocate or cease to provide you with the domain name, and ask you to choose a replacement; and

44.4.  Internet domain names are registered and/or provided to you in accordance with all terms and conditions issued by our suppliers including, but not limited to, Nominet, Network Solutions and OpenSRS, copies of whose terms and conditions are available respectively at:

(i)  http://www.nominet.org.uk/sites/default/files/Terms_and_Conditions_of_Domain_Name_ Registration_2014_05_04.pdf; and

(ii)  http://www.networksolutions.com/legal/static-service-agreement.jsp; and (iii) http://www.opensrs.com/docs/contracts/Services_Agreement.pdf or such other web sites as may replace the above web sites from time to time. You must ensure that you are aware of those terms and conditions and that you comply with them. In the event that your application or subsequent domain registration is challenged, the dispute will be handled according to the dispute procedure of the relevant supplier/registry.

44.5.  We do not monitor and accept no liability in relation to the renewal of the registration of your chosen domain name. You are responsible for arranging for the renewal of the registration of your domain name either with us or with the relevant naming authority as and when required. If you do not make such arrangements the registration of your domain name will lapse. 

44.6. 

Early cancellation fees for Products

What are early termination charges?

When you order your broadband, e-mail, Cloud Drive, web hosting and VoIP services your minimum term will be 12 months.

If you cancel your service before the end of the 12 month period, you might have to pay an early termination charge. We'll contact you to let you know if a charge is due, and how much it is.

When do I have to pay an early termination charge?

An early termination charge only applies if you cancel a service before your 12 month commitment has finished, for reasons other than those permitted under your contract (please refer to your contract for more details). 
If you end your service after the 12 month period has elapsed, no early termination charge will be applied.


What will I be charged?

The amount you're charged depends on:
  • how much of your 12 month period is left to run
  • how much of the 12 month period you’ve already been billed for
  • which service is being cancelled
We calculate your early termination charge based on the number of days remaining of the minimum period when your service has ended. We also take into account the period you have already been billed for.

The Cost is worked out as (Months remaining of initial 12 month commitment) x (95% of Monthly Charge)

The early termination charge will not be more than the charges you would have paid for your products for the remainder of the minimum term.

Submitting Your Changes

To Submit changes to your Website you must first login to the client portal.

Then go to Support > Submit a Request

You'll be asked to File a Ticket, simply select the topic 'Make Me a Website Update' and fill out your request below

If you'd like to add an image to your site, please attach it to the ticket by clicking 'Choose File'

Once you're happy with the request, click submit. You'll see that your request has been sent.

Our support team will respond to your ticket in a short period of time and advise when the changes will be completed.

Remember that you can view you tickets at any time by logging in to your client portal and clicking on Support > My Tickets


A Quick Guide to DNS

  1. Get Your Name Servers

    The first thing you'll need to do is to find out the name servers that your domain has been assigned to on Connect Web.

    "Name servers", or "DNS servers", loosely speaking, are what will translate your domain name to the real location of your site. When you type a domain like "activecomp.co.uk" into your web browser, it needs to know the real address of the site, because the Internet does not use names for addresses. The internet uses series of numbers, like 127.0.0.1, called IP addresses. Name servers take the domain name you entered and work out the IP address used on the Internet.

    When you sign up with Connect Web, we configure the name servers so that it will provide your website's real IP address when a visitor types your domain name. So in order for your domain to point to your site, you must link your domain to our Connect Web name servers.

    The easiest way to find out the name servers used for your domain is to look for the information in the email we sent to you when you first signed up. If you no longer have access to this E-Mail, open a support ticket under the topic 'Domains and DNS' and enter the domain name you require details for.

  2. Enter the Name Servers into Your Registrar's Settings for Your Domain

    Once you have your name servers, go to your domain name registrar and log into their system.

    If you registered your domain with Connect Web then this is done for you!


    If you registered the domain with another company, you'll need the login name and the password for the account used to register your domain.

    Once you've logged in, look for the option to set your domain's name servers or to change them. Every registrar has a slightly different way of doing this but all will allow you to do so.

    In general, try the following to get to the page on your registrar's site that lets you modify the name servers:

    • Find your domain in the registrar's site. Usually on a "My Domains" page, or a "Domain Manager" page.
    • Select the domain that you want to set the name servers for. Normally just clicking on the domain name will take you to more in-depth options that we require.
    • Some registrars have a "Manage DNS" menu link, or a "DNS" button, or a "Nameservers" button. If you see this link or button, that's probably the one that you will need to click. Look for the phrases 'DNS' and/or 'Name Servers'  with buttons that allow you to; "set" it or "change" it, or "manage" it.

    Once you've found the correct page to change your name servers, you'll probably see a form that lets you enter things like your "Primary Name Server", "Secondary Name Server", "Tertiary Name Server" and maybe even more. The exact words used may not be the same, but it should mean basically your first name server, second name server, and so on.

    Put the first name server from the list, beginning with "ns1", into the "Primary Name Server" box. Then type the second name server, which will begin with "ns2", into the "Secondary Name Server" box.

    Don't worry about the fields you didn't get to use. Your domain still will work fine. They are there to provide a bit of redundancy, so that your site will still work if the first name server fails.

    If you cannot find the place to set your name servers, you should look for the "Help" or "FAQ" page on the registrar's site. This is a common procedure and they are likely to have some sort of guide on their site.

    At worst, if you are completely lost, and don't want to poke around in the registrar's site because you're afraid you'll change something you shouldn't. Then you can always submit a ticket with us at Connect Web and we'll try our best to help you out!
Once you've set your name servers, you're done.  You'll have to wait a bit before you can access your website using your domain name. When you change where your domain points to it takes a while, sometimes up to 2 or more days for all of the world to catch up with the changes.

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