(- Activata -) .........:

The following constitutes the Terms and Conditions under which Activata Ltd for Web-Hosting and Co-Location services.

Trades and supplies its services and related products. These conditions represent the totality of the agreement, and form the contract between Activata and its customer. Any agreed variation or alteration to part of these Terms and Conditions as annexed to this contract will not invalidate the remainder or the whole. Any alteration or addition to the supplies instructed on the order will require to be the subject of a new order. Activata is entitled to suspend services if the customer does not adhere to any or several conditions of this contract.

1. Definitions
In this contract unless the context otherwise requires:

Supplier means Activata Ltd.

Customer means ________________________

Contract means the contract between Activata and the customer incorporating these conditions, the Activata Order Form and the published charges for the provision of its services.

Service means connectivity services to the Telecommunications Network and where applicable, any services and facilities provided by Activata for the customer in connection with the Service, and as included in Activata published charges.

Charges means the charges as agreed on the Order Form and Activata latest published prices for products and services requested or incurred during the contract period.

Site means the premises or location at which Service is to be provided under this contract.

Equipment means equipment, which is supplied by or on behalf of Activata to the customer or placed at or on a site for the purpose of providing Service.

Internet means the global data network comprising Internet connected networks using TCP/IP (Transmission Control Protocol/Internet Protocol).

Internet Standards means the protocols and standards defined in the following Internet documents: RFC 1009, 1122, 1123 and 1250 and any future such protocols and standards as appropriate.

2. Service
2.1 Provision of Service
Activata agrees to provide the service(s) to the Customer according to the terms and conditions of this contract. Connection to the Activata service is via the specified speed as shown on the order form. This contract, unless specifically stated on the order form, does not include the provision of telecommunications services necessary for connection to the Activata service. Requests relating to the provision of service are to be made or confirmed in writing or by electronic mail. Activata will use all reasonable endeavors to provide a quality service, however it is not practicable to provide such a service free of faults and the Supplier does not undertake to do so. In the event of a fault in service, the customer must report the fault by telephone, telefax or electronic mail. Activata will take proper steps without undue delay to correct the fault. Where it is necessary for Activata to effect installation and maintenance of the service at the customers site, the customer agrees to provide full access and any assistance necessary for the installation and maintenance of the service. Activata will notify the customer in advance when access is required.

All installations will be carried out by Activata approved personnel, or its appointed agent, liaising with an appointed employee of the customer. The customer agrees to use Activata services and associated software in strict accordance with the instructions from Activata or software licence unless written agreement has been made before the start of the contract. Activata will not be liable for any repairs arising other than as a result of normal and proper use. Activata reserves the right to vary the service at any time and undertake to inform the customer of such variation where necessary to do so provided that varied service is not less than service stated in schedule 2 hereof

2.2. Bandwidth utilization
If a contended bandwidth hosting service is contracted then the customer can use up to 10Gb of bandwidth in a 1 month period, any additional bandwidth used will be charged at £3.00 (excl. VAT) per 100Mb of excess bandwidth. If a dedicated bandwidth option is contracted then the maximum bandwidth usage will be regulated by the connection speed ordered.

3. Third party networks.
The customer may use the Activata service to link into other Internet networks, however the provisions of this contract pertain only to that part of service which is provided by means of a telecommunications network operated by Activata, and Activata Technologies is not responsible in any way for any other part of service; and Activata Technologies may terminate or suspend service summarily without prior notice to the customer if the provision of any such part of service is terminated or suspended.

4. Price and payment
All fees are payable in advance. Activata shall issue VAT invoices in respect of the initial fee and any set up fees which maybe paid by cheque or bankers transfer within seven days of the date of the invoice. Ongoing fees are payable monthly, quarterly or annually as stipulated by bankers standing order or at Activata discretion.

Activata reserves the right to vary the annual subscription fee payable in respect of the service. The customer shall receive three months prior written notice of such variation.Accounts in default may be charged interest on the outstanding balance on a daily basis, the rate of 2%` APR, above Barclay Bank Plc’s base lending rate in force from the date of the invoice until the payment is received. Activata reserves the right to terminate the service to the customer forthwith in the event of any default of payment. Such termination is without prejudice to the rights of either party accrued prior to the date of termination.

5. Improper Use
The Activata service and/or network may only be used for lawful purposes by the customer at the sites specified by Activata Ltd. The customer shall not authorise or permit any other party to use the service or the Activata Technologies network for the transmission of any material which is in violation of any law or regulation, or which is defamatory, menacing, obscene, in breach of third party intellectual property right (including copyright) or in breach of trade secrets. Any breach of this clause shall be deemed to be a material breach of this contract and shall entitle Activata to terminate the contract, irrelevant whether the customer is aware of the content of any material so transmitted or not. Activata may suspend the service without notice with immediate effect if in Activata reasonable opinion the customer is in breach of this clause. The customer acknowledges that Activata is unable to exercise control over the Activata connection and/or the Activata network and/or the service. Activata hereby excludes all liability of any kind for the transmission or reception of infringing information of whatever nature. The customer hereby agrees to indemnify and hold Activata harmless from any claim brought by a third party resulting from the use of the Activata service, line and/or network by the customer, including, but not limited to, infringement of any intellectual property right of any kind, legislation or regulation. The customer shall pay all reasonable costs, damages, award, fees (including reasonable legal fees) and judgment finally awarded.

6. Default
If the customer: - does not pay the charges in accordance with the provisions of clause 4 of this contract, or breaks this contract in other ways; or - is subject to bankruptcy or insolvency proceedings;

Activata can (without prejudicing, losing or reducing any other right or remedy) suspend service, including partially, temporarily without notice, albeit the customer remains liable to pay rental during the suspension, or terminate this contract by immediate notice.

Bankruptcy or insolvency proceedings means bankruptcy proceedings or in Scotland sedquestration proceedings, becoming insolvent, making any composition or arrangement with creditors or an assignment for their benefit, any execution, distress, diligence or seizure: or if the customer is a company being subject or proceedings for the appointment of an administrator, going into liquidation whether voluntary or compulsory (except for the purpose of amalgamation or reconstruction) or having a receiver or administrative receiver of an assets appointed. The customer continues to be liable to pay all charges, which are due for the service during any period in which the customer does not comply with this contract. If Activata waives a breach of contract by the customer, that waiver is limited to the particular breach. Any delay by Activata in acting upon a breach is not to be regarded in itself as a waiver.

7. Termination of Service.
The customer shall issue a minimum of 30 days notice of termination, provided that termination shall be effective on or after the expiry of the contractual period. Activata may terminate this contract forthwith where the customer is in material breach of this contract and fails to remedy the same within 21 days of written notice demanding such remedy. The customer will be liable to pay the remaining fees agreed in respect of the contract term.Either party may terminate this contract forthwith where, the other party, commits any act of bankruptcy, or compounds with its creditors; or a petition or receiving order in bankruptcy is presented or made against the other party, or a petition for an administration order is presented in relation to the other party or a resolution of petition to wind up the other party is passed or presented (otherwise than for reconstruction or amalgamation) or a receiver or administrative receiver is appointed. If this contract is terminated by the customer before the expiry of the contract term, no refunds will be issued and the customer will be liable to pay a minimum of 50% of the agreed contract term.

If the customer terminates this contract in order to upgrade to a higher level Activata Technologies service at any time, the customer will not be liable for any termination fee, provided that the customer agrees to enter into a new contract for the Activata service for a new term of the same contracted period.

In the event of termination, the customer shall return all IP address(es) forthwith to Activata. Termination of this contract shall be without prejudice to the rights of either party accrued as at the date of termination. The customer’s notice does not avoid any other liability for service already provided.

8. Giving notice.
Notices given under this contract must be delivered by hand, sent by prepaid post as follows:

To Activata: The address shown on the order form which leads to the making of this contract or on the last bill or any alternative address which Activata notifies the customer at any time.

To the customer: The address to which from time to time the customer asks Activata

Technologies to send bills, the address of the customers premises, or the installation site of the service.

9. Matters beyond Activata reasonable control.
Activata is not liable for any breach of this contract or liable for any delay or failure in performance of any part of these conditions and its commitments when caused as a result of Force Majeur, war, disorder, industrial disputes, inclement weather, acts of local or central government or other competent authorities, failure by connected carriers or warehouse services.

10. Liability.
The customer acknowledges that Activata has no control over the information transmitted via the service and that Activata does not examine the use to which the customers put the service or the nature of the information they are sending or receiving. Activata hereby excludes all liability of any kind for the transmission or reception of information of whatever nature. Activata undertakes no liability whatsoever for the acts or omissions of other providers of telecommunication service or for faults in or failure of their apparatus. Activata is not liable in contract or otherwise for loss whether direct or indirect of business, revenue or profits, anticipates savings or wasted expenditure, corruption or destruction of data or for any indirect or consequential loss whatsoever. Activata makes no warranty as regards to its services equipment and will not be responsible for any damage allegedly suffered or claimed by the customer for any reason including but not limited to loss of data, wrong or non deliveries and service interruptions.

11. Service level agreement.
Activata reserves the right to carry out emergency maintenance work at any time on the network, or at any of our Network Operation Centres. The Activata network is constantly being upgraded and improved. In order to perform required maintenance and upgrade work, power may need to be switched off and the network will be unavailable during this time. Activata will endeavour to perform maintenance and upgrade work out of office hours and to inform the customer giving as much warning as is reasonably possible.

Activata may from time to time, without notice, close down or restrict all or part of the services where necessary for repair, to prevent overloading the service, or to preserve the safety, security or integrity of the service and traffic conveyed. Activata shall,at its sole discretion, decide when such action is necessary.

In performing any obligation under this contract, Activata’ duty is to exercise reasonable care and skill of a competent telecommunication service provider. Activata guarantees up-time of 99.9%. Should Activata fail to deliver the service at any time during the paid period, i.e. monthly/quarterly/annually, the customer shall be entitled to claim for loss of service based on the current daily rate, if disruption exceeds 2 hours, other than:

12. Assignment
Activata reserves the right to assign all or part of this contract at any time to any subsidiary or associate company of Activata.

13. Law
This contract is subjected to English Law and the exclusive jurisdiction of the English courts.

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