TERM
1.1 This Contract will come into effect on the Service start date and shall continue until the expiry of the Initial Term. Following the expiry of the Initial Term this Contract will continue unless and until terminated by either party giving the other no less than 30 days' prior written notice.

2 PROVISION OF THE SERVICE
2.1 We shall use our reasonable endeavours to provide the service in accordance with the Service Standards. We will use our reasonable skill and care in the provision of the Service however, you acknowledge that the service cannot be provided fault free and we do not warrant free or uninterrupted use of the service nor guarantee the continued availability of the Service.
Eurotel will use reasonable endeavours to ensure that, directly or through its Supplier, any fault which affects the Services and which is covered by the Support Boundaries, is resolved as soon as reasonably practicable, provided you report the fault to Eurotel by calling the telephone number or emailing the email address set out in your Welcome Letter (or such other number as Eurotel may advise from time to time) and you comply with any instructions in the Welcome letter. Eurotel shall, directly or through its Supplier, investigate any such fault and will actively deal with the fault report during usual business days. For the avoidance of doubt neither Eurotel nor its Supplier shall be responsible for fixing any faults if they arise from or are caused by your act or omission, or the act or omission of anyone instructed by you, or the Apparatus.

2.2 We shall use all reasonable endeavours to make the Service available for use from the Proposed Start Date unless otherwise expressly agreed in writing or unless we are unable to do so as the result of a failure by you to fulfill your obligations in clause 3 of this Contract.

2.3 In the event that we are unable to provide the Service by the Proposed Start Date as the result of a failure by you to fulfill your obligations in clause 3 you will pay the Charges specified in the Order for that Service from the Proposed Start Date as if we had commenced providing the Service to You on that date.

2.4 We shall be entitled to:
(a) change the technical specification of the Service where necessary for technical regulatory or operational reasons (provided that such changes do not materially affect the performance of the Service);
(b) modify the Service (at no cost to You) provided that such changes do not materially affect the performance of the Service;
(c) amend Our Acceptable Use Policy from time to time. If we change Our Acceptable Use policy We will place Our current Acceptable Use Policy on Our internet site at www.eurotel.com; and
(d) give You instructions which we reasonably believe to be necessary for health and safety or security reasons or for maintaining the quality of the Service.

2.5 Suspension of Service
We shall be entitled to suspend Service:
(a) with your prior agreement or in the absence of your agreement upon reasonable notice for planned maintenance to the suppliers equipment,
(b) without notice when necessary for operational reasons, or in case of emergency;
(c) to comply with any Legislation, court order or other governmental request or order requiring immediate action;
(d) to prevent interference with, damage to, or degradation of the Internet Network;
(e) to eliminate a hazardous condition;
(f) if you use the Service in a manner that will, does, or may expose us to legal liability or that violates any applicable legislation or our then current acceptable use policy and whether such use is by you, or any other entity or person using the service, and whether or not such use is authorised by You;
(g) without notice where we reasonably believe there has been a breach of clauses 6.1 and 6.2 of this Contract; and
(h) if you fail to pay an amount when due you will pay the charges within 14 days of the date of the Eurotel invoice. Eurotel may charge daily interest on late payments at a rate equal to 4% per annum above the base-lending rate of National Westminster Bank Plc, such interest being deemed to accrue from day to day and being compounded on the last day of each calendar month.
If We suspend the affected Service for any of the reasons outlined in clauses 2.5(g) or 2.5(h) and you cure the cause of the service suspension within 30 days of receiving a notice from us specifying the breach and the action required (the “Cure Period”) we will resume the Service once you have paid our reasonable charges associated with resuming the affected Service. We may terminate this Contract and/or the affected Service if you do not cure the cause of a Service suspension within the Cure Period or you do not pay the associated charges for us resuming the Service. If such termination is effective prior to the expiry of the initial term, you will also pay us the Early Termination Charges.

3 YOUR OBLIGATIONS
3.1 In order to enable us to fulfill our obligations under this Contract you shall,
(a) co-operate with all reasonable instructions we may provide from time to time in order to enable us to provide the Service or otherwise perform our obligations under this Contract;
(b) at all time have suitable computer hardware, software and telecommunications services and equipment installed on the Equipment;
(c) change the encryption password for the Service, as soon as reasonably possible following the Service Start Date. If you fail to do so, we shall not be liable for any damage you or your Data, may suffer as a consequence.
(d) change your default settings for the Service, as soon as reasonably possible following the Service Start Date.
(e) take appropriate security measures to safeguard the use of or access to the service by any unauthorised person. You are responsible for any person who has access to the Service and you must ensure that they comply with this Contract;
(g) adhere and ensure that you comply with our current Acceptable Use Policy;
(h) comply with all applicable Legislation relating to your use of the Service; and
(i) provide us with full, accurate and up to date information on any matter which we reasonably believe is relevant to our provision of the Services to you

3.2 Prior to providing the services, we may request you to provide us with a physical copy of the data from your equipment.

3.3 You shall inform us in writing prior to you modifying, updating, upgrading or installing any Software or system which may affect the Eurotel equipment and/or our ability to deliver the Service to you. If we are unable to continue to supply the Services to you as a consequence of any such modification, update or upgrade or installation, we shall not be liable to you as a consequence.

3.4 You shall comply and shall ensure that you comply with all reasonable instructions communicated by us to you for the safe and proper use of the equipment from time to time

3.5 You will indemnify and keep us indemnified from and against all costs, (including, without limitation, any legal costs and disbursements), expenses, damages, liabilities, losses, actions suffered by us, directly or indirectly and whether wholly or in part resulting from failure by you to comply with the terms of clause 3 of this Contract. We will not be liable to you where we are unable to carry out our obligations under this Contract as a result of a breach by you of the provisions of clause 3.

4 EQUIPMENT
4.1 We will provide the Equipment.
4.2 Upon successful set-up of the Services for you, we will send notice to you to confirm the details of the Service.
4.3 Title to the Equipment will remain with us at all times and nothing will operate to transfer ownership of or rights in the Equipment to you.

5 OUR OBLIGATIONS
5.1 You accept and agree that the Service that we provide to you is based on your requirements as agreed and described in the Order and that if the information you gave us is incomplete, incorrect or inaccurate:

(a) We will not be responsible for providing a Service that fails to meet your needs;
(b) We may review the Service and suggest changes which may have a price impact; and
(c) We may revise or replace the Service provided pursuant to this Contract.
5.2 We shall be entitled to modify and/or replace any Eurotel Equipment from time to time if we consider such modification and/or replacement is reasonably necessary for the continued provision of the Service.

6 USE
6.1 Under the terms of the Contract you will not use or permit any third party to use the Service for the purposes of sending, posting, publishing, distributing, disseminating or transmitting, storing, or in any way in connection with, any message communication or material which is offensive, abusive, indecent, obscene, harassing or menacing or which does, or is intended to, cause annoyance, inconvenience or worry or which is fraudulent or defamatory or contains or breaches another party’s proprietary information (including trademarks or other copyright material) or is otherwise unlawful or which (in Our reasonable opinion) brings the name of Eurotel into disrepute or in any way which intentionally causes damage or disruption to the Service or which damages, or may damage, Our brand and/or Our reputation.
6.2 Both parties agree to fully co-operate with the Police and any other relevant authorities (the “Regulatory Authorities”) in connection with any misuse or suspected misuse of the Service and You consent to Our co-operating with any Regulatory Authorities in connection with any suspected illegal and/or fraudulent activity related to or connected with the Service and You agree that We may divulge such information as the Regulatory Authorities may reasonably require in relation to this Contract.

7 STORAGE, RETENTION AND RESTORE
7.1 The amount of storage space available to the you as detailed in the Order. You may increase the amount of storage space, as further described in clause 8. However, if you use more storage space than that allocated to you, we shall be entitled to charge you for such increased storage space at the same storage rate as we have agreed to supply the Services to you and detailed on the Order.
7.2 The default retention period for the Service is set at seven (7) days. The default scheduling of the Service is set at one (1) backup per day, commencing at 9pm GMT/BST.
7.3 Following provision of the Service, you shall be able to change the default provisions of the Services, as detailed in the Service Schedule, as further described in clause 8.
7.4 For the avoidance of doubt, we shall be entitled at any time and for any reason, to change the default scheduling of the Service. Prior to doing so, we will use our reasonable endeavours to inform you in advance and request you to make the change. If you fail to comply with our request, we will change the scheduling on your behalf and inform you that we have done so.
7.5 You will be entitled to perform a restore of your data on-line via the Services website at any time. You will need your encryption password in order to do so.
7.6 You may request a physical copy of the data from us, at any time to enable you to perform a Data restore. If you do so, we will send the data to you by post on the Vault, to enable you to perform a Data restore. You shall pay the Charges for this Service including any postage costs associated with the delivery of the Vault to You and the return to Us.

8 SERVICE REGRADES
8.1 Following provision of the Service, you shall be able to request changes to the Service Elements. Such amendments shall be called “Service Regrades”.
8.2 We shall either accept or reject your request by email as soon as reasonably possible following our receipt of the your request for a Service Regrade. There may be limitations with the Services that may require us to reject your Service regrade request. In such circumstances, we may suggest a Service Regrade Once we have reached agreement regarding the Service Regrade, We commit to make available to you the service regrade required, subject to the terms of this Contract.
8.3 The Charges shall be in accordance with the Service regrade you choose and you shall be liable for the payment of such Charges from the date of the implementation of the Service regrade.
8.4 You will not be able to request a Service regrade which has the effect of reducing any of the Service Elements or the Charges payable for the Service, during the Initial Term.
8.5 If You have selected a Service or a Service regrade which is insufficient for the your purposes and you continuously use more storage space, accounts or any other Service Elements, than that provided pursuant to this Contract or any Service regrade. We shall be entitled to recommend that you perform a Service regrade, in accordance with this Contract.
8.6 If you do not perform a Service regrade and you continually exceed the Service Elements:
(a) You shall immediately pay us on demand an amount equal to the difference between the Charges paid by You to date and the amount which would have been paid had the Charges applicable to the Service Elements actually being used by you applied from the Service Start Date; and
(b) We shall at our option (without prejudice to any of its other rights) be entitled to suspend the Service until we receive payment from you in accordance with clause 8.6(a).
8.7 You acknowledge that despite the provisions of this clause 8, You will be charged at the storage rate detailed on Part 1 for any storage space used in excess of the storage space agreed with You, as detailed in the Order, or as amended pursuant to a Service Regrade.

9 SUPPORT SERVICES AND MONITORING AND REPORTING SERVICES
9.1 Support Services
(a) In case of any difficulties, Our technical team will use its reasonable endeavours to provide support during the hours posted on the Web Site. Unfortunately we cannot guarantee that we will be able to resolve or give advice on all issues. We cannot accept liability for any issues arising from your failure to follow our advice and recommendations or non-compliance with this Contract.
(b) You will be required to give a username and password for the purposes of using the Services. You will also be required to provide an additional password which encrypts your Data, in order to provide you with additional security, as further detailed in clause 3. You shall have sole responsibility for ensuring the safety of the password. We shall not be able to provide any support services to you if you forget Your encryption password.
(c) The support service does not cover maintenance of hardware or software purchased from other vendors or software generated by you, or support outside the usual hours of support (as advertised on the Web Site).
(d) You agree to co-operate with Us or Our suppliers in diagnosing faults including but not limited to carrying out any diagnostic and test routines yourself and allowing remote diagnostic tests if required.

10 DATA SECURITY
10.1 You acknowledge that you have sole responsibility for ensuring that the encryption password that you use in connection with the Service is kept safe and secure and is not compromised in any way. We shall not be liable to you for any damages, losses or liabilities arising as a consequence of:
(i) Your failure to retain your encryption password safely and securely;
(ii) any disclosure of your data as a result (which may include confidential information or personal data); or
(iii) Your inability to perform a data restore as a result.
10.2 You are responsible for:
(i) ensuring that you log off from the Service when you have finished using it, in order to prevent third parties from viewing your data; and
(ii) taking appropriate steps to maintain and safeguard your data. You should ensure that the Services are operating fully pursuant to this Contract and ensure that regular backups of your data are made, pursuant to clause 3.1(e). You should ensure that you are running up to date virus software and adopting other appropriate security and maintenance procedures.
10.3 We will use our reasonable endeavours to maintain the confidentiality of your data. We will not conduct any cryptographic analysis of your data nor will we sell your data to a third party.

11 CHANGES TO THE SERVICE
11.1 We may from time to time make changes to the specifications in the Service Standards. Such changes will be notified to you not less than 30 days prior to their taking effect and if any such changes are considered material adverse changes, the parties will endeavour to agree such changes. If the parties fail to agree such changes, you may terminate this Contract upon 30 days notice. It is agreed that if you terminate the Contract pursuant to this clause 11.1, you shall not be liable to pay an Early Termination Charge.

12 CHARGES AND PAYMENT TERMS
12.1 The Charges in relation to each Service shall comprise a set-up charge (for all new and upgrade installations) and an ongoing monthly service charge.
12.2 You will pay us all appropriate Charges at the rates, times and frequencies as set out in this clause 12 and in Part 1.
(a) The set-up Charges will be payable on or prior to the Service Start Date for the applicable Service.
(b) The monthly Charges payable in relation to each Service will be payable monthly in advance commencing on the Service Start Date, unless otherwise stated in Part 1.
(c) Any other charges shall be payable monthly in arrears.
12.3 We may charge such additional fees for any technical assistance that you may require at our standard hourly rate (or such pro-rated amount thereof), for the provision of any technical support over and above that which we deem reasonable, at our sole discretion.

12.4 We will issue invoices to you for the Service electronically via our ebilling service unless otherwise agreed prior. We will notify you that your invoice is available by email to the email address stated in the Order. You must ensure that the email address is correct and shall notify us immediately if your email address changes. The invoice shall be deemed received by you, 2 days after we send notice to You (to the email address provided by You), that Your invoice is available. We reserve the right to issue a paper invoice to you should we deem it appropriate at our sole discretion.

12.5 Following the expiry of the Initial Term, We may increase the Charges by giving You 30 days prior notice. Notwithstanding the provisions of clause 1.1, you may terminate this Contract on 30 days written notice if You do not want to pay the increased Charges.

12.6 All Charges due under this Contract will be payable within 14 days of the date of the relevant invoice (the “Due Date”) and will be paid in full without any set-off, deduction or withholding of any kind. If you have chosen to make payment of the Charges by Direct Debit, we will give you 14 days prior notice of our intention to request payment from Your bank account. We reserve the right to charge daily interest on any outstanding amounts from the Due Date until payment is received in full at a rate equal to 4% per cent per annum above the base rate of National Westminster Bank Plc as current from time to time whether before or after judgment. In addition we may suspend the Service until all Charges have been paid in full pursuant to clause 2.5(h).

12.7 All Charges are exclusive of value added tax and any other applicable taxes.

12.8 Where any Charges or other monies properly due to us under this Contract or any other agreement are outstanding we will be entitled to offset such payments against any payments due from us under this Contract or any other agreements under which we provides you with telecommunications or data services.
12.9 If, at any time during this contract, in our reasonable opinion your financial standing changes adversely or you persistently default in paying the Charges then we may request a reasonable security deposit against non-payment. If you fail to provide such security deposit within 1 Working Days then we may suspend and/or terminate this Contract with immediate effect by giving written notice.

13 SOFTWARE LICENCE
13.1 Any software or documentation provided by us in connection with the provision of the Service is, and will remain, our property or that of our licensors.
13.2 We grant to you a non-exclusive licence for the duration of the Initial Term to use the Software in object code form for your personal use only, on your equipment as follows:
(a) If We are supplying Data Backup Services to you – on one personal computer or laptop
13.3
You:
(a) will install and use the software in clause 13.2 above, and only as permitted for the Service taken. Please note that if the software is installed on a multiple user laptop or PC then each User will be able to browse your Data;
(b) will not make any modifications to such software or documentation;
(c) shall not (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the software in whole or in part except as permitted by law;
(d) shall not resell, sub-license or assign the benefit or burden of this Contract in whole or in part, or to allow the software to become the subject of any charge, lien or encumbrance,
You will indemnify and keep us indemnified against any costs, losses, damages, or liability that we may incur due to you amending or in any way, altering such software or documentation, or using it for a purpose not permitted by this Contract.
13.4 You may make such number of back-up copies of the software as may be necessary for its lawful use. You shall record the number and location of all copies of the software and take steps to prevent unauthorised copying.
13.5 If the Service is materially impaired due to a problem with the software then We or our suppliers shall, at our option, do one of the following:
(a) repair the Software; or
(b) replace the Software; or
(c) terminate this Service immediately by notice in writing to you and refund any of the charges paid by you as at the date of termination (less a reasonable sum in respect of your use of the Service to the date of termination) on return of the software (and all copies), provided that you provide all the information that may be necessary to assist us in resolving the defect or fault, including sufficient information to enable Us to re-create the defect or fault. 13.6 Upon termination of this contract, you shall immediately cease to use the software and/or documentation supplied under this Contract 13.7 Any software contained on the our Equipment and any software or documentation provided by us in connection with the provision of the Service is, and will remain, our property or that of our licensors.

14 TERMINATION
14.1 If either party is:
(a) in breach of any provision of this Contract and fails to remedy such breach within 30 days' of written notice to do so;
(b) unable to pay its debts as they fall due or threaten to suffer any resolution to wind up the business or enter into involuntary or compulsory liquidation or have an administrator, administrative receiver, receiver or any analogous officer appointed over all or part of its assets; then the other may immediately upon notice in writing (without prejudice to any other rights and remedies it may have) terminate (either in whole or in part) this Contract.
14.2 We may terminate this Contract (either in whole or in part) with immediate effect if:
(a) You are in breach of clause 6.1 or 6.2 as breach may be a criminal offence and/or cause serious harm to Our reputation; and/or
(b) our or our suppliers authorisations to provide the Services are altered in a way that is material to the Service.
14.3 We will continue to provide the Services in accordance with Clause 2 until termination of this Contract but if:
(a) You are late in making any due payment, or
(b) We become entitled to terminate this Contract early for any reason, or
(c) You break any material term of another contract with us or another company
then we may partially or completely suspend the Services without limiting Our ability to enforce other remedies that may be available. While the Services are suspended you must continue to pay the Charges.
14.4 If You choose to terminate this Contract or an Order prior to the end of the Initial Term, other than pursuant to clause 14.1, you must give us not less than 30 days written notice and pay us an early termination charge ("Early Termination Charge"). The Early Termination Charge will be the monthly Charge multiplied by the number of remaining months of the Initial Term.
14.5 You acknowledge that our charges have been calculated on the basis that this contract or the order will continue until the end of the Initial Term as We may have spent money on set up costs and accordingly agree that it is reasonable for Us to require the payment of the Termination Payment as calculated above.
14.6 Upon termination of this Contract:
(a) We will not provide any further Services in respect of your data;
(b) You will use the Service to obtain a full restore of your data within thirty (30) days of the date of termination;
(c) Subject to clause 14.6(b), you will cease to use the Service and will pay to us all outstanding charges due up to and including the date of termination; and
14.7 Following the expiry of thirty (30) days from the date of termination of the Contract, our supplier will delete your data without any liability for loss or damage.
14.8 The expiry or termination of this Contract will be without prejudice to any other rights either party may be entitled to and will not affect any accrued rights or liabilities of either party.

15 LIMITATION OF LIABILITY
15.1 Nothing in this Agreement shall exclude or limit the liability of Eurotel for death or personal injury arising as a result of Eurotel’s negligence or that of its employees or agents or for fraudulent misrepresentation.
15.2 We warrant that we will provide the Service to you in accordance with the terms of this Contract. All other conditions, warranties, terms, undertakings and obligations express or implied by statute (including, without limitation, those of satisfactory quality or of fitness for a particular purpose (even if that purpose is made known expressly or by implication to us), common law, custom, trade usage or otherwise and all liabilities (if any) are excluded.
15.3 We will in no circumstances be liable to you in contract, tort (including negligence) or otherwise for any loss of business; loss of data; loss of profits; loss of goodwill; loss of anticipated savings even when advised of the possibility; loss of revenue or; any indirect or consequential losses, liabilities or costs.
15.4 Other than in respect of clause 15.1 and subject to clause 15.3 our maximum aggregate liability in contract, tort, negligence or otherwise arising out of, or in connection with this Contract will be limited in aggregate to the greater of: (a) £10,000; and
(b) the value of the Charges paid by You in the preceding Contract Year (the “Liability Sum”) in the event that a Contract Year has not elapsed from the Service Start Date, the Liability Sum will be calculated by multiplying the monthly Charges incurred over the elapsed period by 12.
15.6 We will not be liable to You in any circumstances for or in connection with any merchandise, information, and/or products provided or accessed via the internet.

16 FORCE MAJEURE
Neither party will be liable to the other for any loss or damage caused to or suffered by the other as a direct or indirect result of the supply of the Services being prevented, restricted, hindered or delayed by reason of any circumstance outside of the first party’s control. If either party is prevented from performance of its obligations for a continuous period of 3 months either party may terminate the Contract by giving written notice.

17 GENERAL
17.1 This Contract constitutes the entire agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of this Contract.
17.2 Each of the parties acknowledges and agrees that in entering into this Contract it does not rely on, and will have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Contract or not) other than as set out in this Contract. Nothing will operate to limit or exclude any liability for fraud.
17.3 Should any provision of this Contract be held to be void or voidable the remaining provisions of this Contract will continue in full force and effect.
17.4 No forbearance, delay or indulgence by either party in enforcing the provision of this Contract will prejudice or restrict the rights of that party nor will any waiver of its rights operate as a waiver of any past or subsequent breach.
17.5 We shall use reasonable endeavours to meet any delivery time, date or period. However, such dates shall be regarded as estimates and We shall have no liability to achieve any such time, dates or periods.
17.6 No other person or body who is not a party to this Contract has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Contract (but this does not affect any rights or remedies of a third party which exist or are available apart from that Act).
17.7 You may not assign the whole or part of this Contract without Our prior written consent such consent not to be unreasonably withheld.
17.8 We may assign this Contract to any company which from time to time is Our holding company or subsidiary (as defined in section 736 and 736A of the Company Act 1985 to include parent and subsidiary undertakings as defined in section 258 Companies Act 1985).
17.9 Subject to clause 17.8, We may not assign this Contract to any other third party without Your prior written consent such consent not to be unreasonably withheld.
17.10 We reserve the right to vary these terms and conditions to the extent necessary to take into account any changes to Industry Agreements and any relevant Legislation. Any other variations must be in writing and agreed between the parties.
17.11 Any notice under or in connection with this Contract shall unless otherwise agreed be in writing and may be delivered by hand to or sent by first class post or by facsimile (confirmed by post) to the company secretary at the address of the party concerned set out in this Contract or any other address notified from time to time.
17.12 Any notice addressed as provided in clause 17.11 shall be deemed to have been given or made on the second Working Day after posting if sent by first class post upon delivery if delivered by hand and if sent by fax on the next Working Day after the date of transmission provided the sender's facsimile machine produces a report showing successful transmission to the correct facsimile.
17.13 We use your information (which may include individuals within Your organisation’s personal data) (“Customer Information”) for the purposes of administering this Contract including handling orders, billing, processing payments, payment collection and communicating with You regarding the Services. We may pass this Customer Information on to third parties:
(a) to undertake these functions on Our behalf; or (b) if required by law.
We may also contact your organisation (including individuals within Your organisation) by letter, telephone or e-mail with details of our services that may be of interest. If an individual does not wish to receive marketing material from us then please notify us by calling 01422864000. As we continue to develop our business, we may be sold and any relevant Customer Information may be transferred as part of the sale, subject to the terms of this clause
17.14 This Contract will be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.