1.1 The terms used in this Agreement shall be defined as follows:
Spherics Multimedia Server
means any computer server equipment operated by Spherics Multimedia for the provision of Hosting and Internet Services
Spherics Multimedia Website
means a domain and sub domains of the web site www.spherics.co.uk as owned and operated by Spherics Multimedia.
means Spherics Multimedia, whose office is at Annexe Cottage, 23 Pulens Lane, Petersfield, Hampshire, GU31 4BZ, and its employees, agents or sub-contractors (as appropriate).
means any agreement between Spherics Multimedia and the Customer under which Spherics Multimedia provides services to the Customer including any schedules as referenced.
means a service as defined on Spherics Multimedia Website from time to time or included on any Customer Service Order.
means any and all fees which Spherics Multimedia may charge to the Customer for any Service or associated services provided or due pursuant to this Agreement or otherwise.
means the co-location of the Customers equipment and Services provided by Spherics Multimedia as provided for under Schedule II.
means these terms and conditions, and those incorporated by reference.
means a person nominated by the Customer and retained by Spherics Multimedia as a Customer contact.
means any computer server equipment or similar operated and owned by the Customer.
means any Website of the Customer which is the subject of Hosting and Internet Services
means the customer to whom Spherics Multimedia has agreed to provide the Services and whose details appear on the Service Order, in addition to all employees, agents, subcontractors thereof.
Dedicated Server Hosting Services
means the provision by Spherics Multimedia of a Dedicated Server for use by the Customer for Hosting and Internet Services.
means the computer server equipment provided by Spherics Multimedia on rental for sole use of a Customer.
Domain Name Services
means the processing of Orders with the Relevant Naming Authority on the Customers behalf and such additional services as may be agreed between the parties.
means a Denial of Service attack that is designed to bring a network or service down by flooding it with large amounts of traffic.
Hosting and Internet Services
means Shared Hosting, Web-Hosting, Email Services, Co-location Services, Dedicated Server Hosting Services, rental of associated IP Addresses and as provided for under Schedule II.
means The Internet Corporation for Assigned Names and Numbers (ICANN) is an internationally organized, non-profit corporation that has responsibility for Internet Protocol (IP) address space allocation, protocol identifier assignment, generic (gTLD) and country code (ccTLD) Top-Level Domain name system management, and root server system management functions.
Intellectual Property Rights
means any and all trade marks, rights in designs, get-up, trade, business or domain names and patents in each case, future copyrights (whether registered or not and any applications to register or rights to apply to registration for any of the foregoing) rights in inventions, know-how, trade secrets and other confidential information and all other intellectual property rights of a similar or corresponding nature that may now or in the future subsist in any part of the world.
Minimum Contract Period
means the contract duration for which the Customer agrees to subscribe to the services namely.
Normal Office Hours
means, Monday to Friday 0930 till 1730 excluding all public holidays, or other times as notified to Customers on the Spherics Multimedia Website or otherwise.
means the Customer order form and any associated electronic customer sign up pages by or on behalf of Spherics Multimedia prior to the commencement of the Agreement.
means the Customers application for the Services.
means the appointed organisation that has been granted the right to maintain the authoritative database of registrations for the respective domains.
Relevant Naming Authority
means Nominet UK for UK domain names, ICANN for international domain names and .TV Corporation for .TV domains and/or other relevant authority as appropriate.
means any service provided by Spherics Multimedia to the Customer under this Agreement.
means Spherics Multimedia Website accessible through the Internet address or such other address as Spherics Multimedia may notify the customer from time to time in its sole discretion.
means written or electronic communications by authorised personnel on behalf of Spherics Multimedia
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.
1.3 Where relevant words denoting a singular reference shall include the plural and vice versa and words referring to an individual shall include bodies corporate, unincorporated associations as appropriate and vice versa.
1.4 Reference in these Conditions to any statutory provision shall be construed as a reference to that provision as amended re-enacted or extended at the relevant time.
1.5 Reference to clauses and schedules in these Conditions are references to clauses and schedules to this Agreement.
2.1 Spherics Multimedia employees or agents are not authorised to make any representations concerning the Services unless confirmed by Spherics Multimedia in Writing. In entering into the Agreement the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
2.2 Any advice or recommendation given by Spherics Multimedia to the customer as to the storage, application or use of the services which is not confirmed in writing by Spherics Multimedia is followed or acted upon entirely at the customer's own risk, and accordingly Spherics Multimedia shall not be liable for any such advice or recommendation which is not so confirmed.
2.3 The customer warrants that there are no representations outside of this agreement that have induced it into the agreement and that this agreement represents the entire understanding between the parties for the provision of services. All other terms and conditions express or implied by statute or otherwise are hereby excluded to the fullest extent permitted by law.
2.4 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Spherics Multimedia howsoever generated shall be subject to correction without any liability on the part of the Spherics Multimedia.
2.5 This agreement and reference documents agreed in writing by Spherics Multimedia supersede any terms as purported by the customer in any negotiation or course of dealings between Spherics Multimedia and the customer.
2.6 Spherics Multimedia may amend the terms and conditions contained herein including any and all charges, and any such amendment will be displayed on Spherics Multimedia web site at least 30 (THIRTY) days prior to the implementation of the amendment. In the event that the customer is a consumer, they may be entitled to terminate this contract at any time up until any amendments are put into force. In the event a customer places a further order or continue to use the services following the implementation of any amendment they will be deemed to have accepted such amendment unconditionally.
3.1 Spherics Multimedia will provide internet connectivity for Services as agreed within the service order for the duration and under the terms of this agreement.
3.2 Spherics Multimedia will provide technical support services as defined herein or within any Service Order for Services of the Customer.
3.3 Should the Customer submit any order or undertake any activity within the provision of services in such a way as in Spherics Multimedia's sole opinion expose Spherics Multimedia to the risk of legal or other proceedings, regardless of locality or remoteness or expose Spherics Multimedia to loss of any kind Spherics Multimedia reserve the rights to refuse any Order submitted, suspend or cancel any services or take any other action as in its sole discretion it sees fit to undertake.
3.5 Further to clause 3.4 above, in order to safeguard Spherics Multimedia's interests and that of its other customers, Spherics Multimedia reserve the right without limitation to forward and provide contact details and other related Customer information onto the police, other regulatory authority or to any third party where so requested to do so or in the event that Spherics Multimedia be made aware of any circumstance concerning the Customers use of Services provided which is deemed by Spherics Multimedia inconsistent with this agreement or normal user activity.
3.6 In the event that Spherics Multimedia make software available that has been designed and manufactured by a third party, the Customers use of the software is licensed to the Customer pursuant to separate third party terms, and the customer unequivocally agrees that he has been afforded the opportunity to review any associated third party license and agrees to comply in full with its respective conditions. Spherics Multimedia do not endorse any software made available, and the client holds Spherics Multimedia harmless for its use and applicability.
4.1 The Customer agrees to pay all charges levied by Spherics Multimedia by the invoice due date.
4.2 The Customer agrees to a Minimum Contract Period for the relevant Services obtained.
4.3 The Customer agrees to abide by the regulations set forth in this Agreement.
4.4 The Customer agrees not to use Services under the provision of the Agreement in methods that may violate any governing laws, regulations or other treaty as may be applicable to the activities undertaken. Furthermore, the Customer agrees that they themselves are solely responsible for all actions and activities which utilise their accounts or associated connections or services provided by Spherics Multimedia.
4.5 The Customer acknowledges and agrees specifically to the limitations of liability and associated disclaimers contained herein unequivocally.
4.6 The Customer, directly or indirectly alone or in association with others specifically agrees and warrants that they shall;
4.6.1 Not attempt, nor reverse engineer, de-code or in any way disassemble any software provided by Spherics Multimedia in relation to the provision of any services;
4.6.2 Not use any technology provided by Spherics Multimedia or any services to relay, send, upload, post or receive replies to any unsolicited or unauthorised e-mail messages, mobile phone or data message or any other form of messaging, promotional materials, junk mail, spam, chain letters or other forms of solicitation;
4.6.3 Not enter any incorrect or incomplete name, address, email address or other requested details or other details on a service order or otherwise enter information with the intention to obscure a customers identify. The client also acknowledges that it is the customers sole responsibility to notify Spherics Multimedia of any changes to its details and ensure that those are furnished to Spherics Multimedia to ensure the accuracy of its records;
4.6.4 Not procure any order for service that it knows or should (after reasonable enquiry) have discovered infringes or might reasonably be considered to infringe the intellectual property rights of others;
4.6.5 Not use the Services in any way that may be reasonably construed to infringe the rights of any third party, including but not limited to trade mark infringement, copyright infringement, passing off and defamation;
4.6.6 Not advertise any Website or domain or product or service offered by or through an alternative customer Website or domain hosted by Spherics Multimedia using unsolicited or unathorised means including junk mail, spam, chain letters or any other form of solicitation;
4.7 The Customer warrants to Spherics Multimedia that it has assessed the risk of using the Services, understand the liability and warranties contained within the Agreement and has given due consideration to the purchase of adequate insurance. The Customer further warrants that where applicable it has in place and will continue to maintain through the provision of this Agreement adequate liability insurance covering damage in accordance with and appropriate to the nature and extent of its business activities, including but not limited to, damage to Spherics Multimedia facilities or clients thereof or theft, physical damage, business interruption, consequential loss or any other Internet and commercial liabilities that may be relevant from time to time to time.
4.8 The Customer acknowledges that the Internet is not guaranteed to be a complete secure medium for communications, and, whilst Spherics Multimedia has taken steps to safeguard the security of relevant information Spherics Multimedia cannot be held responsible for any damages the Customer may suffer as a result of a loss of confidentiality (or other effect on information or data) utilised on the Internet.
4.9 The Customer shall at its own expense apply for and possess and maintain any authorisation, license, registration and/or other permit which is required to enable it to conduct its respective business and to the use of the Services. The Customer is required to comply with any conditions contained within any license or agreement (in so far as any requirement does not conflict with this Agreement) and shall keep Spherics Multimedia fully indemnified in the event of non-compliance.
5.1 The Customer shall utilise all Services in Accordance with Spherics Multimedia Acceptable Use Policy detailed at Schedule III.
6.1 The Customer agrees to pay to Spherics Multimedia the Charges, inclusive of any variation and additions from time to time as notified to the Customer in processing and in relation to the provision of Services. All charges issued to the Customer are subject to UK Value Added Tax at the prevailing rate.
6.2 The full amount of the initial cost as reflected in the Service Order, plus charges for the first billing period of Services are due and payable to Spherics Multimedia upon acceptance of the Service Order. Thereafter, all charges will be raised in advance of the service provision for each billing period.
6.2.1 In the event that the Customer elects to pay by cheque or other similar method, the Customer will be provided with an electronic invoice by email. All payments for invoices are due within 7 (SEVEN) days of issue, unless otherwise stated.
6.3 Spherics Multimedia reserve the right to charge to the customer any charges to include but not limited to sales tax, excise and ad valorem, gross receipts or any other tax or fees howsoever imposed, directly or indirectly, by any government authority agency or recognised institution, body or corporation with respect to associated services.
6.4 The Customer waives all rights to setoff or suspends any respective payment obligation for whatsoever reason.
6.5 The Customer agrees to hereby notify Spherics Multimedia in writing to email@example.com of any disputed charges within 10 (TEN) days of the billing date for such charges. In the event the customer fails to dispute the invoice within the respective time period, the customer has waived any right to dispute any amounts either directly or indirectly.
6.6 All accounts which are overdue by 30 (THIRTY) days may be charged interest from the due date of the lesser of;
6.7 Spherics Multimedia may suspend, interrupt, or terminate Services on any account (or related account) that is overdue for payment, howsoever occurring. Activation will only be undertaken during Normal Office Hours, unless otherwise agreed in Writing by Spherics Multimedia and may be subject to a reactivation charge which will be advised at the time of service suspension.
6.8 Spherics Multimedia reserves the right to forward outstanding debts to a collection agency or their legal representatives for collection. The Customer is responsible for paying all costs associated with the collection, including but not limited to reasonable legal fees.
7.1 The Customer agrees hereby to notify Spherics Multimedia in the receipt of any third party claim or legal action arising out of or relating to this Agreement or the provision of Services by Spherics Multimedia.
7.2 The Customer agrees and warrants that it shall indemnify Spherics Multimedia and keep fully indemnified from and against all liability, claims, costs, losses, loss of profits, expenses, business interruption and other pecuniary or consequent loss to include all legal costs and expenses incurred by Spherics Multimedia as a direct or indirect result of:-
7.3 Spherics Multimedia reserve the right, but not the obligation, to take control of and conduct any litigation to which it may be subject to directly or indirectly by virtue of the Agreement. The Customer hereby acknowledges and agrees not to make any statement in relation to Spherics Multimedia and/or its Services, nor any other related information, nor undertake any action or omission which may prejudice Spherics Multimedia, without prior written approval from a director of Spherics Multimedia.
7.4 All associated rights under the Agreement for the Customers Indemnity and obligations to Spherics Multimedia shall continue perpetually after the termination of this Agreement for any services provided by Spherics Multimedia to the Customer in connection with this Agreement.
8.1 Except as expressly stated within this Agreement, Spherics Multimedia specifically disclaims all implied warranties, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. Except as otherwise provided in this Agreement, any written materials provided by Spherics Multimedia or information available from Spherics Multimedia Website shall be for information purposes only, whether delivered or disseminated before or after the date of this Agreement, shall not create any express or implied warranties, guarantee of performance or contractual obligation.
8.2 Spherics Multimedia entire liability under this contract to the Customer (either directly or as any third party defendant in any action proceeding or otherwise) for any claim arising out of this Agreement or Services and the provision thereof shall be limited to the amount of fees so paid to Spherics Multimedia by the Customer under the Agreement within one year proceeding when any valid claim arose.
8.3 In no event shall Spherics Multimedia be liable in Contract, Tort (including negligence or breach of statutory or related duty) or otherwise howsoever and regardless of the cause to include but not be limited to:
8.4 The Customer acknowledges that the provisions of clause 8 satisfy the requirements of reasonableness specified in the Unfair Contract Term Act 1977 and that it shall be stopped from claiming to the contrary at any future date in the event of any dispute with Spherics Multimedia concerning Spherics Multimedia liability. In the event that the Customer is an individual as defined under Consumer Transactions (Restrictions on Statements) Order 1976, the statutory rights of the Customer are not affected by this provision.
8.5 Spherics Multimedia will provide any Service to the Customer with reasonable skill and care.
9.1 The Customer acknowledges that there is no contract between Spherics Multimedia and any customers or agents of the Customer as a result of this Agreement and the use of Spherics Multimedia Services. The Customer agrees to indemnify and hold harmless Spherics Multimedia for any claim sought by any agents or customers of the Customer against Spherics Multimedia howsoever arising.
9.2 This Agreement does not create nor shall it be deemed to construe any partnership, joint understanding or any other joint venture between the Customer and Spherics Multimedia. The Customer has no authority, express or implied to hold itself out as an agent or otherwise servant of Spherics Multimedia or to make any representations or similar activity on the behalf of Spherics Multimedia.
9.3 Spherics Multimedia deem this contract as personal with the Customer, and the Customers rights may not be assigned, sub-licensed or transferred in any manner without the Written agreement of Spherics Multimedia.
9.4 Spherics Multimedia shall be entitled to transfer this Agreement in addition to all rights and liabilities or any parts thereof arising out of such and without limitation.
10.1 The Customer shall furnish on Spherics Multimedia Written notice of intention to cancel within the respective notification period, after any applicable Minimum Contract Period defined under this Agreement.
10.2 Spherics Multimedia reserve the right to cancel this Agreement (or any other with the Customer) for any reason and at any time by the provision of 14 days written notice, unless otherwise stated within the Agreement. Written notice will be furnished to the Customer at their specified contact address and e-mail account and services will be deemed delivered;
to the Customer at their specified contact address and e-mail account. Any outstanding fees which are paid in advance of cancellation will be pro-rated and refunded by Spherics Multimedia if Spherics Multimedia execute their right of cancellation and the Customer is not in violation of any Agreement with Spherics Multimedia.
10.3 Spherics Multimedia reserves the right and without liability to immediately and devoid of notice suspend or otherwise terminate any Service for any material breach (or perceived breach) or repeated breach of the Agreement, or to safeguard the interests of Spherics Multimedia against the actions of the Customer howsoever occurring.
10.4 Spherics Multimedia reserve the right to issue 14 (FOURTEEN) days notice to the Customer to request compliance with any breach or activity which may cause in Spherics Multimedia sole opinion damage to itself or others. Spherics Multimedia reserve the right to investigate a breach and undertake whatever action necessary to resolve all matters. Spherics Multimedia reserve the right to charge all associated costs and professional fees to the Customer howsoever incurred in relation to any investigation and consequential action stemming from this Agreement, regardless of its nature.
10.5 Spherics Multimedia may terminate this agreement in the event the Customer shall be unable to pay its debts or enters into voluntary or compulsory liquidation or in the event that any manager or administrator be appointed to administer the Customers affairs or for any other reason under which Spherics Multimedia may deem the Customer unable to pay any debts or future liabilities which may be payable under this Agreement.
11.1 Spherics Multimedia shall not be responsible or liable for any failure or delay or consequence thereof in the performance of its obligation under this Agreement owing to strikes, lockouts or other industrial disputes (whether or not involving the workforce of any party), Act of God, embargo, war, riot, civil commotion, malicious damage, compliance with any law or government order, rule, direction, regulation, accident, breakdown of plant or machinery, fire, flood or storm or to any other cause whatsoever beyond Spherics Multimedia reasonable control or after the effects of the foregoing. If any such delay occurs then (unless the cause therefore shall frustrate or render impossible or illegal the performance of the relevant Agreement which shall otherwise discharge the same) the period for Spherics Multimedia to perform its obligations hereunder shall be extended by such period (which for the avoidance of any doubt is not limited to the lengths of delay) as Spherics Multimedia may reasonably require to complete such performance obligations.
11.2 In the event that Spherics Multimedia shall have cause to rely on clause 11.1 above, Spherics Multimedia shall upon becoming aware of an occurrence of Force Majeure furnish such notice to the Customer in addition to details of the circumstances where relevant.
11.3 In the event that a Force Majeure occurrence shall continue or may be reasonable expected to continue for a period of more than 1 (ONE) calendar month, Spherics Multimedia may mutually agree with the Customer to terminate this Agreement.
12.1 This Agreement is made under the laws of England and Wales and the Customer hereby unequivocally accepts and consents to the exclusive jurisdiction of the courts of England and Wales.
12.2 No waiver by Spherics Multimedia of any breach of the Agreement by Spherics Multimedia shall be considered as a waiver of any subsequent breach of the same or any other provision.
12.3 If any terms of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.
Spherics Multimedia will provide Domain Name Services and Services to the Customer upon the terms set out within this Schedule and Spherics Multimedia Standard Terms and Conditions.
2.1 The Customer warrants to Spherics Multimedia that the registration of any requested domain and the manner in which it shall be used directly or indirectly will not infringe any third party rights. Spherics Multimedia makes no warranty express or implied and disclaims all liability to the extent that any request for the registration, transfer or renewal of any domain name or other services undertaken by Spherics Multimedia on behalf of the Customer will not breach any intellectual property or other third party rights.
2.2 The Customer warrants to Spherics Multimedia that the registration of any requested domain is not being made in malice or could be an abusive registration under Nominet, ICANN or other relevant authority dispute resolution policies, whichever is appropriate.
2.3 The Customer confirms that is shall not use any domain name registered by Spherics Multimedia on behalf of the Customer to communicate, transmit, store or knowingly receive any material that is offensive, abusive, defamatory, obscene, menacing, breach of confidence, breach of any relevant statute, treaty or applicable law or which infringes any Intellectual Property Rights of any third party.
2.4 The Customer is responsible for all information submitted to Spherics Multimedia, and warrants to Spherics Multimedia that it will examine all documentation to ensure the authenticity and integrity of the data so provided and agrees to notify Spherics Multimedia of any errors or discrepancies within 24 (TWENTY FOUR) hours of receipt.
2.5 The Customer will at all times comply with the Agreement, or as modified from time to time applying to the registration of the domain name and as published or otherwise made available by the Relevant Naming Authority (including any domain dispute resolution policy of the authority) and any other authority having similar force.
2.6 In the event that the Customer wishes to transfer ownership or otherwise of any requested domain used in association with Services provided by Spherics Multimedia, then it warrants to Spherics Multimedia and other relevant parties that it will procure all relevant and necessary consents in regards to the domain and will provide to Spherics Multimedia, upon request all documentary evidence of such. The Customer agrees that prior to the transfer of ownership of any requested domain that the Customer will acquire written confirmation that the transferee will be bound by the same Agreement prior to the transfer as the current Customer.
2.7 The Customer acknowledges that any domain names registered by Spherics Multimedia on the Customers' behalf may be subsequently suspended, modified, or cancelled by persons other than Spherics Multimedia.
2.8 The Customer hereby agrees that in relation to the request, purchase, renewal and acquisition of relevant services for a domain name that Spherics Multimedia is acting as agent on behalf on the Customer with express authority. The Customer further acknowledges to be bound by all appropriate third party terms and conditions where appropriate.
3.1 Spherics Multimedia will use all reasonable endeavours to register a requested domain, however the Customer acknowledges that Spherics Multimedia will not be obliged to accept any request to register or continue to process any registration of a requested domain.
3.2 The domain services are limited to forwarding a Customer application for registration to any Relevant Naming Authority, providing reasonable administration services in relation to the application and notifying the result of the application to the Customer within a reasonable period of time after communication from any Relevant Naming Authority. No Customer application may be deemed successful until so confirmed in Writing by Spherics Multimedia.
3.3 Spherics Multimedia will use all reasonable endeavours to notify the Customer of any domain renewal dates, however Spherics Multimedia has no liability for the loss of any registration or otherwise of any requested domain howsoever occurring.
3.4 Any domain name not renewed by its expiry date will be de-activated on the expiry date. To ensure no loss of service the Customer should ensure that the domains are renewed in advance of any known renewal date.
3.5 Spherics Multimedia makes no representations or warranties (express or implied) of any kind (and all are expressly disclaimed) with respect to availability or likelihood of any requested domain. The Customer acknowledges that Spherics Multimedia cannot guarantee the reservation or registration of any domain requested and that the registration of any such domain will be subject to any registration requirements and associated terms and conditions of the appropriate Registry.
3.6 Spherics Multimedia reserves the rights not to transfer or register a domain until any outstanding invoices which may be due and owing have been paid by the Customer to Spherics Multimedia
3.7 Spherics Multimedia reserve the right at any time and without limitation to change the registrar of any Customers' domain name held with Spherics Multimedia and without express notice to the Customer.
4.1 The Customer unconditionally agrees and acknowledges that Spherics Multimedia may make registration information provided by the Customer in relation to a requested domain available to ICANN, Nominet or other registration authority, the Registry and other third parties as applicable laws may require (for the avoidance of any doubt this may include the police, government or related agencies thereof). The Customer further acknowledges that Spherics Multimedia may make publically available, or directly available to third party vendors, some or all of the domain name registration information provided, for the purposes to include but not limited to inspection (such as through the WHOIS service) or other purposes as required or permitted by ICANN, Nominet or applicable law. The Customer irrevocably consents to any and all such disclosures, whenever and howsoever made. The Customer unconditionally waives any and all claims and causes of action arising from such disclosure or use of the domain name registration information by Spherics Multimedia.
5.1 Until such time as the Customer makes use of a web redirection or hosting service for a domain, Spherics Multimedia reserves the right to re-direct to a holding page or other web site. The Customer further agrees that Spherics Multimedia may amend the content of any holding page or change the destination of any redirection in its sole discretion. For the avoidance of any doubt, this does not affect the Customers right or ability to make use of the any web-redirection facility as and when required.
5.2 By entering into this Agreement with Spherics Multimedia for Domain Name Services, the Customer acknowledges that performance of the Agreement will begin with immediate effect and that it is hereby forfeiting any right to cancel the Agreement as may be afforded under the Consumer Protection (Distance Selling) Regulation 2000.
5.3 Where the Customer wishes to transfer ownership of a domain to a third party Spherics Multimedia reserve the right to charge an administration fee as appropriate for effecting the transfer.
5.4 Any domain name not registered through Spherics Multimedia but subsequently transferred to Spherics Multimedia is subject to this Agreement.
5.5 In submitting a request for a domain name to be transferred to Spherics Multimedia, the Customer agrees to pay any Charges to Spherics Multimedia as appropriate.
5.6 In the event of a dispute regarding the ownership of any rights to a domain name transferred to or registered by Spherics Multimedia on behalf of its Customers' , Spherics Multimedia reserve the right to take any all necessary action to protect itself (without limitation), the right to give the registry key for the domain name to the registrant and/or authorise the transfer of the domain name away from Spherics Multimedia.
Spherics Multimedia will provide Web-Hosting, Co-location, Dedicated Server Hosting and Internet Services pursuant to this Schedule and Spherics Multimedia Standard Terms and Conditions.
2.1 Upon Spherics Multimedia accepting the Customers application to subscribe to the Hosting and Internet Services, Spherics Multimedia hereby grants to Customer a non-exclusive, non-transferable, royalty-free license, during the term of this Agreement, to use the Spherics Multimedia technology solely for the purpose of using the Services. The Customer shall have no right to use Spherics Multimedia technology for any purpose other than using the Services. Except for the rights expressly granted above, this Agreement does not transfer from Spherics Multimedia to the Customer any Spherics Multimedia technology, and all rights, titles and interests in and to the Spherics Multimedia technology shall remain solely with Spherics Multimedia.
2.2 Spherics Multimedia's trademarks, names, service marks, logos and other related material and proprietary marks, and information are the sole and exclusive property of Spherics Multimedia. The Customer hereby acknowledges and warrants that it is not authorised and shall not use any of the foregoing in any advertising publicity or in any other commercial manner without the express Written consent of Spherics Multimedia.
2.3 Spherics Multimedia reserve the right to retain any feedback, data, answers, questions, comments, ideas and the like which the Customer may provide to Spherics Multimedia relating to the Services, and may be treated as being non-confidential and non-proprietary. The Customer warrants that Spherics Multimedia has no obligation to protect such information from disclosure and Spherics Multimedia will be free to reproduce, use and distribute such information to others without restriction. The Customer further agrees that Spherics Multimedia is free to use all ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever, including without limitation, developing and providing marketing products and services incorporating such information.
3.1 The facilities and services provided within the Services will be defined by the description of services applied for by the Customer on Spherics Multimedia Service Order and other relevant documentation at the time of application, including but not limited to any specification of equipment, storage space and data transfer. In the event that the Customer limits of the order are exceeded it may be necessary for the Customer to upgrade the service or purchase additional storage and/or data transfer as required.
3.2 Spherics Multimedia will endeavour to maintain a minimum level of security, however the Customer warrants and acknowledges that Spherics Multimedia is under no obligation to do so and therefore cannot provide any guarantee regarding the security of material hosted on the Spherics Multimedia Server or other Customer Server.
3.3 Spherics Multimedia reserve the right to suspend any Service without limitation for repair, improved maintenance and other such circumstances as Spherics Multimedia may notify the Customer. Spherics Multimedia will endeavour to contact the Customer wherever possible to limit the time required to a minimum.
3.4 The Customer acknowledges that whilst Spherics Multimedia will use all reasonable endeavours in the provision of any associated Services, Spherics Multimedia does not warrant nor guarantee that the provision of Services will be error-free and/or not interrupted.
3.5 In respect of the above clauses Spherics Multimedia has furnished notice and the Customer hereby accepts unconditionally that Services are not intended to be used in circumstances where fail-safe performance and operations may be or are required.
3.6 Spherics Multimedia reserves the right to suspend or otherwise modify any Services if the Customer's continued use of the Services is established at Spherics Multimedia entire discretion to be in conflict or otherwise detrimental to Spherics Multimedia or to the running of any Spherics Multimedia server or technology or to the use of the Services by any other Spherics Multimedia customer.
3.7 Spherics Multimedia reserves the right to terminate this agreement for the provision of Services at any time, and will furnish to the Customer 14 (FOURTEEN) days notice unless otherwise specified. Upon the provision of 14 (FOURTEEN) days notice and the Customer not being in default of this Agreement, Spherics Multimedia will refund to the Customer any Charges which the Customer may have paid for any respective period for which Services has been deemed cancelled.
3.8 THE CUSTOMER IS HEREBY GIVEN NOTICE THAT Spherics Multimedia reserve the right but not the obligation to monitor the Customer Website, Server and Spherics Multimedia technology for the Customers use thereof and Spherics Multimedia shall at its sole discretion be entitled at all material times and without notice to refuse to host any material and/or to suspend availability to the Customers Website or Server or other Hosting Services and to remove any material which in Spherics Multimedia sole discretion is in breach of any of the conditions contained herein and specifically detailed under Customers Obligations.
3.9 Spherics Multimedia at its sole discretion may inform the Customer as soon as is reasonably practical should they propose or have to enforce its obligations herein.
3.10 Spherics Multimedia rights and obligations to suspend availability to the Customer Website pursuant to this Agreement, is without prejudice to the Customers sole responsibility for the content of the Customer Website or use of other Hosting Services and to the Customers obligations hereunder.
3.11 The Customer warrants that the hosting of any Website, content, or utilisation of associated Services, the Co-location of any Customer equipment of the Customer Server or the rental of a Dedicated Server by Spherics Multimedia does not amount to the approval of the Customer Website, associated material, e-mail or the Customers Server or Spherics Multimedia Server and shall not under any obligations constitute any form of waiver of any of Spherics Multimedia rights or Customers rights or obligations under this Agreement.
4.1 Where the Customer has not purchased any Backup Services in connection with Hosting Services, the Customer has sole responsibility for making and maintaining its own backup of any material on the Customer Website, e-mail account, Dedicated Server or Co-located Server. The Customer hereby warrants and holds harmless Spherics Multimedia for any loss of such material, and howsoever occurring without limitation.
4.2 Spherics Multimedia will use reasonable efforts to back up data as defined by the service description on Spherics Multimedia web site (or as otherwise agreed in writing between Spherics Multimedia and the Customer). Spherics Multimedia shall not be responsible nor be liable for any loss, damage, costs or expenses or other claims howsoever arising for compensation for any data, file or other material being damaged, corrupted, lost or otherwise affected.
5.1 Upon Written request, the Customer will be granted access to the Customer Server located at the co-location data centre. All visits must be scheduled and the Customer must be accompanied by a Spherics Multimedia member of staff.
5.2 Upon a minimum 24 hours notice of Written request to Spherics Multimedia, the Customer and Spherics Multimedia will agree a mutually acceptable time whereby the Customer will be granted access to the Customer Server at the co-location data centre. Access will usually take place during Normal Business Hours. In the event of an emergency, Spherics Multimedia will endeavour to provide access sooner, however this cannot be guaranteed.
5.3 Further to clause 5.1 and 5.2, in the event that the Customer is in material breach of this or any other agreement with Spherics Multimedia and/or monies remain due and owing from the Customer to Spherics Multimedia, Spherics Multimedia reserve the right to deny access to any equipment of the Customer, until all appropriate breaches in Spherics Multimedia sole discretion have been remedied by the Customer.
5.4 The Customer hereby warrants that it will consent to all data centre provisions and associated requirements for entry.
6.1 Spherics Multimedia will use all reasonable endeavours to repair and maintain any faulty hardware in the Spherics Multimedia Server, but Spherics Multimedia cannot beheld liable for delays due to factors beyond Spherics Multimedia reasonable control which for the avoidance of any doubt shall include but not be limited to delivery or delays or non-availability of adequate replacement components.
6.2 Unless the Customer has purchased Back-up Services in connection with the Hosting Internet Services, any request from the Customer to Spherics Multimedia to recover the Dedicated Server will result in the server being restored to its original state and any data, programs or web sites which belong to the Customer which may have been retained on the Spherics Multimedia Server will be removed.
6.3 Upon the express written instruction of the Customer, Spherics Multimedia may (subject to its sole discretion) install any patches to the Dedicated Server from time to time as approved by Spherics Multimedia suppliers. Spherics Multimedia may also consider written requests by the Customer to install or assist with software which is unapproved software at additional cost, nevertheless Spherics Multimedia shall have no liability for the functioning of a server running unapproved software.
6.4 In the event that the Customer is provided with full root access to the Dedicated Server, the Customer accepts full responsibility for all management and maintenance thereof which for the avoidance of any doubt shall include but not be limited to system monitoring and recovery and installation and all associated software patches and upgrades.
7.1 In the event that the Customer applies to use an email alias or sub domain not owned by the Customer, Spherics Multimedia do not provide any guarantee that the desired alias or sub domain will be available now, or if available will continue to do so beyond the initial term of the e-mail or Hosting Services applicable to the Customer.
8.1 The Customer shall warrant and obtain all necessary licenses and consents in respect of any material posted to or retained on the Customers Website, E-mail Account, Server or Customer Server prior to the procurement and posting of such material.
8.2 The Customer shall undertake not to post or retain any material on the Customers Website, E-mail Account, Server or Customer Server which is offensive, abusive, indecent, defamatory, obscene, menacing, in breach of confidence, and/or infringes the Intellectual Property Rights of any third party or contain a virus or other hostile code or constitute, procure or encourage a criminal offence.
8.3 Further to clause 8.2 above, the Customer shall undertake and irrevocably agree that it will not transmit any such material from the Customer Server, Spherics Multimedia Server nor will it link any such material from the Customer Server, or Spherics Multimedia Server.
8.4 The Customer agrees that it will not permit or authorise any other party to use the Spherics Multimedia Hosting and Internet Services, in breach of any law, regulation or other relevant statutory obligations, howsoever and whensoever imposed, nor permit or undertake any activity which may be detrimental to Spherics Multimedia, its customers or other Internet users.
8.5 The Customer shall abide by all terms and conditions established by Spherics Multimedia and to keep secure any confidential information in relation to the performance of this Agreement or otherwise including but not limited to user account details and passwords.
9.1 The Customer may cancel this Agreement by the provision of the relevant written notice, after the requisite Minimum Contract Period, namely;
9.2 In the event of termination of the Agreement howsoever occurring, Spherics Multimedia reserve the right to immediately suspend service and to remove all material from a Customer Website, Dedicated Server and associated e-mail account and post an appropriate notice regarding the lack of availability in relation to Hosting and Internet Services.
9.3 Spherics Multimedia reserve the right to terminate this Agreement at any time. Unless otherwise detailed herein, Spherics Multimedia will provide 30 (THIRTY) days written notice of termination
9.4 In the event that the Customer wishes to cancel this Agreement within the Minimum Contract Period, all monies which would have been due and owing to Spherics Multimedia under the Agreement will remain payable to Spherics Multimedia.
Should the Customer have any issue accessing this documentation, current versions may be provided on e-mail upon request to the Customer by e-mailing firstname.lastname@example.org.
1.1 The information contained within the document is to define an Acceptable Use Policy for Customers whom use Spherics Multimedia Services. By utilising Spherics Multimedia Services the Customer acknowledges that it has read, understood and agreed to all the information contained within this document (and referred documentation) including Spherics Multimedia Standard Terms and Conditions.
1.2 The Customer acknowledges that they are responsible for all actions with their account and Services provided by Spherics Multimedia. Whilst it is not the intention of Spherics Multimedia to monitor, control or otherwise effect any Services or content of on-line communications, Spherics Multimedia reserve the right to edit, remove or otherwise deal with content that in their sole discretion are or may be in breach of this policy or otherwise harmful or offensive, regardless of the standard or subject matter.
1.3 This policy is designed to assist in the protection and preservation of Services to the Customer and other Spherics Multimedia customers and other Internet users from improper and/or illegally related activity.
2.1 The Customer either directly or through the assistance of others will not use any hardware or software on Spherics Multimedia network to circumvent user authentication of any host, network or account. This includes, but is not limited to, accessing data not intended for the Customer, logging into a server or account that the Customer is not expressly authorised to access, password cracking, probing the security of other networks in search of weakness, or violation of any other organisation's security policy, statute or otherwise.
2.2 The Customer either directly or through the assistance of others may not attempt to interfere or deny service to any user, host, or network. This includes, but is not limited to, Flooding, mail bombing, or other deliberate attempts to overload or crash a host or network.
2.3 The Customer either directly or through the assistance of others may not attempt to or compile, distribute or otherwise transmit any electronic communications using a name and address other than themselves for the purposes of deception or to conceal their identity. Any attempt to impersonate another party by altering a source IP address information or by forging headers or similar information is prohibited.
2.4 Spherics Multimedia has the right, but not the obligation to monitor any Services provided to the Customer. If the Customer fails to adhere to their obligations herein, Spherics Multimedia reserves the right to suspend the account with immediate effect. The Customer agrees to assist Spherics Multimedia with any investigation of a Customer account not in use with accordance of this Agreement, at its own expense. In the event the Customer fails to assist Spherics Multimedia in its investigation and provide any satisfactory responses or required action or undertakings which in Spherics Multimedia sole discretion may be required, the Customer may incur criminal and/or civil liability for which Spherics Multimedia take no responsibility. The Customer agrees to indemnify Spherics Multimedia against all costs incurred as a result of such investigations and subsequent action, howsoever and whensoever incurring.
3.1 The Customer specifically agrees to the following conditions regarding the use of the account:
3.1.1 Not to permit any such tool or scripting that allows shell access to any Server or Services provided under this Agreement without the express written permission of Spherics Multimedia.
3.1.2 Not to implement any such tool that allows or may allow anonymous use to a Customer Website as a web proxy. The Customer is responsible for all actions associated with the use of the Services and their account howsoever occurring.
3.1.3 Not to implement any such tool that allows any IRC functionality, which includes but is not limited to IRC bouncers, bots and servers.
3.1.4 E-mail, where mass mailings are sent (considered as one batch of email numbering 100 or greater), the total size of the mailing should be equal to or less than one quarter of the monthly bandwidth allocation provided to the account used to send email. The frequency of mass mailings where permitted should not exceed once per week per hosting account.
4.1 Spherics Multimedia has zero tolerance for spam originating from Customer's, or for spam advertising web sites of any customer accounts and services held with Spherics Multimedia. If Spherics Multimedia receive any complaint about such spam and any investigation shows abuse of any account held with Spherics Multimedia all related Services to the Customer will be suspended with immediate effect. The Customer is required to assist with any investigation.
5.1 The Customer is prohibited from transmitting on or though any of Spherics Multimedia services, any material that is, in their sole discretion, unlawful, obscene, threatening, abusive, libellous, or encourages the conduct that may constitute a criminal offence, give rise to civil liability or otherwise violate any applicable law, regulation, statue treaty or similar provision. The utilisation of Spherics Multimedia services are for lawful purposes only. Transmission, distribution, or storage of any information, data or material in violation of any relevant laws, regulations, statute, treaty or similar provisions is prohibited. This includes but is not limited to material protected by copyright, trade secret or other similar provisions and Spherics Multimedia reserves the right and without liability to remove such material from its Servers and Services and Client Servers as applicable.
5.2 The Customer specifically agrees not to utilise any Spherics Multimedia Services or account to host sites in relation to adult content nor similar related material.
6.1 The Customer warrants that it shall not intentionally transmit files containing a computer virus or corrupted data.
7.1 The Customer hereby acknowledges that the Internet is open and an insecure means of communications. Any data or information stored or transmitted may be susceptible to interception, modification, destruction or loss. Spherics Multimedia make no guarantee and assume no liability for the security, integrity, confidentiality or any data or information transmitted via the Services, including those deemed "Secure".
8.1 Spherics Multimedia will cooperate fully with any investigations (civil and/or criminal) as may be required from time to time.
9.1 Spherics Multimedia may modify this Acceptable Use Policy from time to time without reservation. The information contained herein is indicative only of the types of behaviour required and should not be construed as a definitive and comprehensive list.
1.3 The use of Spherics Multimedia web site and associated services hereby acknowledges consent to the collection and use of the information as described below.
1.4 Spherics Multimedia will treat personal data in accordance with the Data Protection Act 1998.
2.1 Upon a Customer requesting Services from Spherics Multimedia, certain information will be required. This may include, but is not limited to, your name, date of birth, your business name, your address, email address, telephone number, facsimile number and mobile number. This information may be used for the management and administration of any account and to enable Spherics Multimedia to make contact with the Customer from time to time as may be required.
2.3 Spherics Multimedia will not divulge any personal information to any third party save for the following reasons;
2.3.1 As required to do so by law, regulation, statute, treaty or similar provision and/or to any organisation, agency or otherwise with appropriate authority and/or in Spherics Multimedia's sole discretion to safeguard its own business interests, or that of its Customers, or as otherwise detailed in any associated Agreement;
2.3.2 In order to register a domain, Spherics Multimedia are required to send some personal details to a Registrar to record the registration. Such information may be available to others via a WHOIS search;
2.3.3 to any financial institution with whom we hold any account for the purpose of verifying the credit status and/or validating financial transactions;
2.3.4 As part of any sale or transfer of Spherics Multimedia to any other third party.
2.4 The Customer acknowledges that Spherics Multimedia has no responsibility for any privacy practices of any other web sites.
2.5 Spherics Multimedia does not retain credit card payment details for services of its Customers. Customers credit card details may be passed to an authorised payment service provider.
2.6 The Customer agrees to hereby provide notice to Spherics Multimedia of any change to personal details or other information as required from time to time.