ABSOLUTE-EMAIL
 
 

 Terms & Conditions

 

1. Definitions

 

In these terms and conditions the following words and phrases shall, unless the context otherwise requires, have the following meanings:-

Acceptable Use Policy

the acceptable use policy from time to time issued by the Company (a current copy of which is attached hereto);
Business Day
a day (other than a Saturday or Sunday) on which the clearing banks are open for business in the City of London;
Client
the person(s) firm or Company whose details are set out in the Schedule hereto;
Commencement Date
the earlier of the date specified in the Schedule or on which the Company makes the Client's Service available to third parties via the Internet;
Company
Medusa Red Limited;
Fees
the fees set out in the Schedule for the provision of the Services, together with any other charges made pursuant to these Conditions;
Server
any server owned or operated by the Company;
Service(s)
the provision by the Company to the Client with email services on one of its Servers including the installation of the Client's Service on the Company's Server specified in the Schedule together with any other service option details of which are set out in the Schedule;
Term
the period set out in the Schedule (subject to a minimum period of one year) from and including the Commencement Date renewable automatically for similar periods unless and until terminated in accordance with these Conditions;
Disk Space
the agreed amount of space including an allocation of storage space on a web server and a bandwidth allocation to be provided by the Company on its Server to the Client for the Client's Service as set out in the Schedule;

 

Unless the context otherwise requires references to clauses and Schedules shall be construed as references to clauses and Schedules of these Conditions. Headings are inserted for convenience only and shall not affect the construction or interpretation of these Conditions.

 

2. Company Services

In consideration of the Client paying to the Company the Fees in accordance with the provisions of Clause 4 and the Schedule to these Conditions the Company shall provide Services to the Client.

 

3. Company's Rights and Obligations

 

3.1 The Company shall use reasonable endeavours to perform the Services and shall as soon as reasonably practicable on or after the Commencement Date provide the Client with a user identification and password. The Company accepts no liability in respect of any loss incurred as a result of disclosure of the Clients' password.

3.2 The Company gives no warranty that access to its Server shall be uninterrupted or error-free.

3.3 The Company (in its absolute discretion) shall be entitled in the event that the Client's usage exceeds the permitted bandwidth or storage allocation as provided in the Schedule to: suspend access to the Client's Service;move the Service to a high performance service or require the Client to move its Service to another server; and/or increase its charges to the Client to take account of the additional bandwidth being used.

3.4 Notwithstanding any other provision the Company shall be entitled without notice at any time to change the bandwidth or storage allocation and to make any changes to the Services which are necessary to comply with any applicable safety, security or other statutory requirements, or which do not materially affect the nature or quality of the Services.

3.5 The company reserves the right to suspend or terminate the contract if in the companies opinion the service or services are being used in contradiction of any UK laws. The company also reserves the right to suspend services to any Client, who's use of the service affects or is likely to affect other Clients, the server or the network.

 

4. Financial Provisions

 

4.1 The Client shall pay to the Company the Fees on the basis specified in the Schedule. The Company in its sole discretion shall be entitled to charge such additional fees as a result of the Client's instructions or lack of instructions or information or any cause attributable to the Client.

4.2 If payment is not made on the due date, the Company shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount both before and after any judgement at an annual rate of 3 per cent above the base rate of Lloyds Bank plc from time to time and such interest shall accrue from the due date until the outstanding amount is paid in full.

4.3 The Company shall be entitled to review the Fees and shall notify the Client in writing of any increase or decrease in such fees and such increase or decrease shall take effect from the date specified in such notification.

4.4 The Client acknowledges that the Company will bill their credit/debit card prior to the Payment Interval. The Client authorizes automatic billing by the Company on an on-going basis during the term of this Agreement.

4.5 The fees for any domain name provided by the Company are non-refundable once a domain name has been registered or renewed by the Company on behalf of the Client.

 

5. Domain and Email Services

In the provision of any Email Package to the Client, the Company will be required to register a domain name on behalf of the Client.

 

5.1 The Company shall endeavour to procure the registration of the domain name in order to provide the Client with the Services as set out in the Schedule or as advised to the Company in writing by the Client. However, the Company shall not be liable in the event that such domain name is not registerable or in the event that the relevant domain name regulatory authority suspends or revokes any registration of such domain name. The Company shall not act as agent for or on behalf of the Client in any dealings with regulatory authorities.

The Client shall also be subject to the applicable registration agreement(s) below:

.com domain registrations - click here to view agreement

.net domain registrations - click here to view agreement

.org domain registrations - click here to view agreement

.biz domain registrations - click here to view agreement

.info domain registrations - click here to view agreement

.name domain registrations - click here to view agreement

.uk domain registrations - click here to view agreement

Registration of a domain name requires the Company to give the Client's details to the registrar responsible for the Client's domain. By placing an order with the Company the Client accepts this and gives the Company explicit permission to use those details in pursuance of that registration.

5.2 The company will not accept responsibility for a domain name registered with another company, registrar or organisation until the transfer of that domain name to the registrar the Company nominates has been completed and the Company has full control. Prior to the transfer in of a domain to the Company's control authorisation must be received from a representative of the Company. Upon completion the Client agrees to notify the Company that the process has been completed. Until this final notification has been received the Company will not accept any responsibility for the domain, including but not limited to management, renewal process or record maintenance.

 

6. Company's Remedies

In the event that the Client's Service is in breach of the Acceptable Use Policy or the Company for whatever reason decides it is necessary or in its best interests to do so (including if the Client is in breach of its obligations or fails to pay the Fees) the Company shall be entitled to:-suspend or bar access to the Client's Service for such period as it shall consider fit; remove all or any part of the Client's Service from the Company's Server; and/or delete all or any data, files or other information that is stored on the Server on which the Client's Service is stored without prior notice.

7. Warranties and Liabilities

 

7.1 The Company does not give any warranty, guarantee or other term as to the quality, fitness for purpose or otherwise of any goods or other services supplied by a third party, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods or services to the Company.

7.2 The Company shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any exercise of the Company's rights or remedies under these Conditions including without limitation the suspension of access to the Client's Service or deletion, corruption, loss or removal of data, file or material stored on the Client's Service or removal of the Client's Service from the Server or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client.

7.3 Except as expressly provided in these Conditions, the Company shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of any contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Company, its servants or agents or otherwise) which arise out of or in connection with the Services hereunder or their use by the Client, and the entire liability of the Company under these Conditions shall not exceed the proportionate amount of the Fees.

 

8. Termination

 

8.1 These Conditions shall continue in force for the Term provided always that the Client shall be entitled to terminate these Conditions at any time by giving to the Company not less than 15 days' written notice of termination. This written notice of termination must include the relevant account's password to confirm the identity of the Client. If after the required 15 days notice of cancellation, part of the current Term remains, no refund will be given for the remainder of such Term.

8.2 Notwithstanding the provisions of clause 8.1, either party shall be entitled forthwith to terminate these Conditions by written notice to the other if :-

 

8.2.1 that other party commits any breach of any of the provisions of these Conditions and, in the case of a breach capable of remedy, fails to remedy the same within thirty days after receipt of a written notice giving particulars of the breach requiring to be remedied;

8.2.2 an encumbrancer takes possession or a receiver is appointed over any of the property or assets of that other party; that other party makes any voluntary arrangement with its creditors or becomes subject to an administration order; that other party goes into liquidation or becomes bankrupt; the other party ceases or threatens to cease to carry on business; or

8.2.3 anything analogous to any of the foregoing under the law of any applicable jurisdiction occurs in relation to that other party.

 

8.3 Upon termination of these Conditions for whatever reason, the Company shall delete the Client's Service from its Server without any liability whatsoever.

8.4 Termination of these Conditions shall be without prejudice to any other rights or remedies a party may be entitled to thereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision on or after such termination. Subject to the foregoing, neither party shall thereafter have any further obligation to the other under these Conditions;

8.5 Upon termination of these Conditions for whatever reason all due or outstanding fees and expenses owed by the Client to the Company shall forthwith become due and payable.

 

9. Miscellaneous

 

9.1 These Conditions constitute the entire agreement between the parties as to the subject matter of these Conditions and supersedes all prior oral or written agreements, understandings or arrangements between them relating to the provision of the Services.

9.2 The Company shall not be liable to the Client for any loss arising from or in connection with any representations or undertakings made prior to the Commencement Date other than those confirmed by a duly authorised director of the Company in writing and expressly incorporated or referred to in these Conditions.

9.3 If any provision of these Conditions shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of these Conditions and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.

9.4 The Client shall not be entitled to assign these Conditions nor all or any of its or their rights and obligations hereunder without the prior written consent of the Company.

9.5 The waiver by either party of a breach or default of any of the provisions of these Conditions by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.

9.6 In the event of there being a conflict between the terms of these Conditions and the terms of the Acceptable Use Policy shall apply.

 

10. Notice

All communications between the parties with respect to these Conditions shall be delivered by hand or sent by first-class post (or if the recipient is in another country by prepaid airmail) to the relevant address(es) stated in these Conditions or to such other address as the addressee may from time to time have notified for such purpose, or sent by facsimile transmission or electronic mail. Communications shall be deemed to have been received within two Business Days (if sent by first-class post) or seven Business Days (if sent by prepaid airmail) after posting exclusive of the day of posting.

11. Indemnity

The Client hereby undertakes that it will, without prejudice to any other right of action which the Company may have, at all times keep the Company fully and effectively indemnified against any liability (which liability shall include, without limitation, all losses, costs, claims, expenses, demands, actions, damages, legal and other fees and expenses on a full indemnity basis) which the Company may suffer or incur as a result of, or by reason of, any breach or non-fulfilment of any of the Client's obligations under these Conditions, any breach of third party intellectual property rights or the use of the Services.

12. Governing law and jurisdiction

These Conditions shall be governed by and construed in accordance with the laws of England. The Parties hereby irrevocably submit to the non-exclusive jurisdiction of the English Courts.

13. Acceptable Uses

The Client agrees to abide by the policies laid out in the Acceptable Uses Policy to be found here.

 

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