Active Computers UK Limited
Terms and Conditions
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
important that you read these Terms and Conditions of Supply carefully.
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 email@example.com or on 01930 550040 before
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.
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
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.
both agree as follows:
Placing Your Order
can place your order for Equipment and/or Services by any of these methods:
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
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
will provide confirmation of your order using the contact details provided by
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
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.
shall not be obliged to provide the Services and/or Equipment to you unless and
3.1.1.we have sent written notice to
you (either by post, or email) of our acceptance of the Customer Application;
3.1.2.we have received any initial
Charges due from you in respect of the Services and/or Equipment and;
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.
Services will be activated at the installation address stated on the Customer
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:
name registration/transfer and hosting;
Lines, including Ethernet in the First Mile and Generic Ethernet Access
Computers Wholesale Carrier Services (EWCS);
to the Cabinet (FTTC) and Fibre to the Premises (FTTP);
Wide Area Network (PWAN)/Internet Protocol Virtual Private Network (IP VPN);
Data Service using a subscriber identity module;
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.
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.
Right to Cancel Order
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
are a Consumer details of your right to cancel will also be provided during the
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.
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
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.
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.
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.
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.
Changes to this Agreement - Pricing
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.
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.
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.
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.
Changes to this Agreement - Terms
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
with any legal or regulatory obligation, decision or request;
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
that they are not to your detriment;
the integrity or security of the Service or any network;
clarity, or making corrections to typographical errors;
the processes and procedures detailed in any Product Handbook.
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
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.
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.
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.
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 firstname.lastname@example.org. Any
notice sent by email will be deemed served on the day that it is sent.
are responsible for the maintenance of a correct and functioning email
agree to keep the contact details which you have provided to us up to
and Title to Goods
agree that all static IP addresses are allocated to you on a rental only basis
and will remain our property at all times.
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.
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.
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
1 and 2 years
2 and 3 years
3 and 4 years
4 and 5 years
Over 5 years
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.
Delivery and Access Rights
of the Equipment will be made to the delivery address stated on the Customer Application.
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.
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.
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
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
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;
220.127.116.11.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.
18.104.22.168.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.
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
Our Rights to Terminate
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.
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
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
access to any part of the Services.
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);
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.
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.
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:
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
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
any other material breach of the Agreement by you.
also agree that where this Agreement or your Account is terminated for your
breach, the Services will automatically terminate.
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.
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
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.
of Use (Network and Services)
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.
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).
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.
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).
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.
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.
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.
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.
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.
agree that you will, at all times and for whatever purpose, use the Services
and/or the Equipment in compliance with all Laws.
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:
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
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;
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
a way that does not comply with any instructions provided to 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.
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.
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.
13.15.1.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.
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.
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
fault with the Services and/or the Equipment which you detect must be reported
to us as soon as possible either:
telephone on our Technical Support Telephone Number; or
email sent to us at: email@example.com; 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.
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.
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
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.
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.
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;
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.
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:
of actual or anticipated profits (including loss of profits on contracts);
of the use of money;
of anticipated savings;
or corruption of, or damage to, data, systems or programs; or
22.214.171.124.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
you are a Consumer:
of actual or anticipated profits;
of the use of money;
of anticipated savings;
or corruption of, or damage to, data, systems or programs; or
126.96.36.199.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.
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.
14.8.1.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.
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,
you are a business:
liability under any breach of the obligations implied by s.12 Sale of Goods Act
1979 or s.2 Supply of Goods and Services
for fraud or fraudulent misrepresentation; or
any other liability which cannot be excluded or limited by applicable law; or
you are a Consumer:
188.8.131.52.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;
for fraud or fraudulent misrepresentation; or
any other liability which cannot be excluded or limited by applicable law,
any statutory rights you may have as a Consumer remain unaffected.
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.
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.
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
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.
in the Agreement shall exclude or limit our liability for fraudulent
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.
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
copyright and other intellectual property rights in this Agreement remain with
agree that you will not:
yourself as us or our suppliers;
your relationship with us or our suppliers;
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.
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.
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.
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.
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.
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 a credit reference agency;
20.1.2.to establish and manage your account,
including providing notifications to you regarding your account;
provide you with information or support which you request;
inform you about new services; and
bill and collect for services.
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.
not sell or rent personal information, including personally identifiable
information, to unrelated third parties.
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)
data controller and we will be the data processor in relation to any processing
of Customer Personal Data.
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
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.
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
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
independently developed by the receiving Party.
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.
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
obligation of confidentiality under clause 21.1 shall continue for 24 months
after the termination of this Agreement.
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.
Agreement shall be governed by and construed in accordance with the laws of
and Wales and you agree to submit to the exclusive jurisdiction of the Courts
England and Wales. In the event that the
Agreement is translated into any other language, the English language version
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.
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.
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.
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.
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
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.
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.
make a copy of our Complaints Policy available for download at http://www.activecomp.co.uk/complaints
to the singular include the plural and vice versa. References to one gender
include all other genders and vice versa.
headings in this Agreement are for ease of reference only and shall not affect
the interpretation of the Agreement.
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
periods expressed in days shall mean calendar days unless specifically stated
term “includes” is not a word of limitation.
and Conditions for Partner Relations
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.
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.
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
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.
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.
for Broadband Services
will provide you with transit and routing services for email and general
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.
minimum lead times (which are not guaranteed and are subject to variation) are:
Migration from ADSL
5 working days where line is in place
Approximately 5 working days where line is in place – 10
working days from June 2015
Engineer visit required; minimum 10-17 working days
Minimum 10-17 working days
Engineer visit required; minimum 14 working days
As new provide
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.
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.
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.
for Domain Name Services
44. In the
event that we provide you with domain name services, the following provisions
We cannot guarantee that any domain name
requested by you will be available or approved for use.
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.
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
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:
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.
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