Terms and Conditions relating to services provided by Bonafide Solutions

STANDARD TERMS AND CONDITIONS
FOR SUPPLY OF SERVICES OF
Bonafide Solutions

1 DEFINITIONS

In this document the following words shall have the following meanings:

1.1 "Agreement" means these Terms and Conditions together with the terms of any applicable Service Specification;

1.2 "Customer" means the organisation or person who purchases services from the Supplier;

1.3 "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever
in the world enforceable;

1.4 "Service Specification" means a statement of work, quotation or other similar document describing the services to be provided by the Supplier;

1.5 "Supplier" means Bonafide Solutions of 156 Richmond Road, Montpelier, Bristol BS6 5ES United Kingdom

2 GENERAL

2.1 These Terms and Conditions shall apply to all contracts for the supply of services by the Supplier to the Customer.

2.2 Before the commencement of the services the Supplier shall submit to the Customer a Service Specification which shall specify the services to be performed and the fees payable. The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the Service Specification. All Service Specifications shall be subject to these Terms and Conditions.

2.3 The Supplier shall use all reasonable endeavours to complete the services within estimated time frames but time shall not be of the essence in the performance of any services.

3 FEES AND PAYMENT

3.1 The fees for the performance of the services are as set out in the Service Specification. The Supplier shall invoice the Customer for the services within 7 Days.

3.2 Invoiced amounts shall be due and payable within 30 days of receipt of invoice. The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 8.00% per annum above the base rate of the Bank of England. In the event that the Customer’s procedures require that an invoice be submitted against a purchase order to payment, the Customer shall be responsible for issuing such purchase order before the services are rendered.

4 CUSTOMER’S OBLIGATIONS

4.1 To enable the Supplier to perform its obligations under this Agreement the Customer shall:

4.1.1 co-operate with the Supplier;

4.1.2 provide the Supplier with any information reasonably required by the Supplier;

4.1.3 obtain all necessary permissions and consents which may be required before the commencement of the services; and

4.1.4 comply with such other requirements as may be set out in the Service Specification or otherwise agreed between the parties.

4.2 The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customer’s failure to comply with Clause 4.1.

4.3 Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer unlawfully terminates or cancels the services agreed to in the Service Specification, the Customer shall be required to pay to the Supplier as agreed damages and not as a penalty the full amount of any third party costs to which the Supplier has committed and in respect of cancellations on less than five working days’ written notice the full amount of the services contracted for as set out in the Service Specification, and the Customer agrees this is a genuine pre-estimate of the Supplier’s losses in such a case. For the avoidance of doubt, the Customer’s failure to comply with any obligations under Clause 4.1 shall be deemed to be a cancellation of the services and subject to the payment of the damages set out in this Clause.

4.4 In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the Customer as soon as possible and:

4.4.1 the Supplier shall have no liability in respect of any delay to the completion of any project;

4.4.2 if applicable, the timetable for the project will be modified accordingly;

4.4.3 the Supplier shall notify the Customer at the same time if it intends to make any claim for additional costs.

5 ALTERATIONS TO THE SERVICE SPECIFICATION

5.1 The parties may at any time mutually agree upon and execute new Service Specifications. Any alterations in the scope of services to be provided under this Agreement shall be set out in the Service Specification, which shall reflect the changed services and fees and any other terms agreed between the parties.

5.2 The Customer may at any time request alterations to the Service Specification by notice in writing to the Supplier. On receipt of the request for alterations the Supplier shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of such alterations, if any, on the fees and any other terms already agreed between the parties.

5.3 Where the Supplier gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise the Supplier by notice in writing whether or not it wishes the alterations to proceed.

5.4 Where the Supplier gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Service Specification shall be amended to reflect such alterations and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms.

6 WARRANTY

6.1 The Supplier warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.

6.2 Without prejudice to Clause 6.1, and except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the services to be provided by the Supplier.

7 INDEMNIFICATION

The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customer’s breach of any of its obligations under this Agreement, including any claims brought against the Supplier alleging that any services provided by the Supplier in accordance with the Service Specification infringes a patent, copyright or trade secret or other similar right of a third party.

8 LIMITATION OF LIABILITY

8.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the fees paid by the Customer to which the claim relates.

8.2 In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.

8.3 Nothing in these Terms and Conditions shall exclude or limit the Supplier’s liability for death or personal injury resulting from the Supplier’s negligence or that of its employees, agents or sub-contractors.

8.4 The supplier is in no way responsible for any legal liabilities to do with the customer's website.

9 TERMINATION

Either party may terminate this Agreement forthwith by notice in writing to the other if:

9.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;

9.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;

9.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;

9.4 the other party ceases to carry on its business or substantially the whole of its business; or

9.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

10 INTELLECTUAL PROPERTY RIGHTS

All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Supplier, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in the Supplier by the execution of appropriate instruments or the making of agreements with third parties.

11 FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.

12 INDEPENDENT CONTRACTORS

The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The Supplier may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Agreement.

13 ASSIGNMENT

The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Supplier.

14 SEVERABILITY

If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

15 WAIVER

The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

16 NOTICES

Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Service Specification or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.

17 ENTIRE AGREEMENT

This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.

18 NO THIRD PARTIES

Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.

19 GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.

Web Site Hosting

1. Bonafide Solutions provides web hosting to several clients. Bonafide Solutions are
2. Web Site Content: All services provided by Bonafide Solutions may be used for
· Copyrighted material;
· Material we judge to be threatening or obscene;
· Material protected by trade secret and other statute.

The subscriber agrees to indemnify and hold harmless Bonafide Solutions from any
3. Also prohibited are sites that promote any illegal activity or present content Examples of unacceptable content or links:

· Pirated software;
· Violations of Copyrights;
· Hacker programs or archives;
· Warez sites;
· Hate propaganda.

Bonafide Solutions will be the sole arbiter as to what constitutes a violation of
4. MP3 and other music files: We do not allow the storage or distribution of files containing copyrighted music. You may distribute MP3 files of music you
5. Unsolicited Commercial E-mail (SPAM): Spamming, or the sending of unsolicited
6. Limits: bandwidth restrictions apply to our hosted services. Bandwidth allowance
7. Uptime guarantee: Bonafide Solutions resells hosting services from a reputable
8. Billing: is on an annual basis.

9. Cancellation Refunds: We DO NOT refund annual hosting fees for cancelled
10. Server Abuse: Any attempt to undermine or cause harm to a server, or customer,
11. Hosting provision: Bonafide Solutions sell hosting plans to clients whose web
12. Limits of support: Request for technical support must be submitted by email
13. Refusal of Service: We reserve the right to refuse, cancel, or suspend service
14. Limitation of liability: your use of Bonafide Solutions hosting services is sole risk. All Bonafide Solutions services are provided on an "AS IS" Without warranties of any kind, either express, implied, constructive or statutory, Bonafide Solutions makes no guarantee of availability of service and reserves the
In no event will Bonafide Solutions be liable for any damages, including, without This disclaimer applies, without limitation, to any damages or injury, whether
The formation, construction and interpretation of this agreement shall be controlled resellers for Heartinternet.co.uk, and have a responsibility to protect their interest as well as a responsibility to protect each client and to provide the best services available. The following guidelines are designed to ensure these obligations are met.
lawful purposes only. Transmission, storage, or presentation of any information, data or material in violation of any United Kingdom, United States Federal, State or City, or any International laws is prohibited. This includes, but is not limited to:
claims resulting from the use of the service, which damages the subscriber or any other party.
that may be damaging to our servers or any other server on the internet. Links to such materials are also prohibited.
this provision.
MP3
have created.
email, from our servers or using an email address or domain that is maintained on a Hostroute.com machine as reference is STRICTLY prohibited. Any sites using spam or selling of spam related software or bulk email content will be closed. Bonafide Solutions will be the sole arbiter as to what constitutes a violation of this provision.
is generous, and varies by hosting plan. Excess bandwidth usage must be paid for.
and large provider (Heartinternet.co.uk), and is confident in the quality of service Heartinternet.co.uk provide. However, Bonafide Solutions can offer no availability guarantee on any aspect of the hosting service.
accounts.
of Bonafide Solutions is strictly prohibited. Offenders will be prosecuted to the fullest extent of the law.
sites are managed by Bonafide Solutions, If the website is just hosted then services such as updates, alterations, breakdown of any links or other parts or functions of the web site will be charged at the hourly rate. Bonafide Solutions does not sell hosting plans for general use except by prior agreement.
to support@bonafidehosting.co.uk. While Bonafide Solutions endeavour to respond promptly to technical support queries, no guarantee of response can be made. Bonafide Solutions provides support with server side problems only. These include non-functioning of facilities provided with your hosting account and any faults which exist on the server your site is hosted on. Bonafide Solutions do not provide support on how to configure specific email clients (such as Outlook Express), or on any other client-side issues.
at our sole discretion.
at your
basis
including, without limitation, any implied warranties of merchantability, non-infringement or fitness for a particular purpose.
right to change, withdraw, suspend, or discontinue any functionality or feature of the Bonafide Solutions service.
limitation, direct, indirect, incidental, special, consequential, orpunitive damages arising out of the use of or inability to use Bonafide Solutions site's services or any content thereon.
for breach of contract, tort, or otherwise, caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, file corruption, communication-line failure, network or system outage, or theft, destruction, unauthorised access to, alteration of, or use of any record.
by the laws of England. The U.N. Convention of Contracts for the International Sale of Goods is expressly excluded from any interpretation of this Agreement. Any dispute relating to this agreement shall be subject to the exclusive jurisdiction of the courts of England (which is where our company is domiciled), and the parties agree to submit to the personal and exclusive jurisdiction and venue of these courts.