The Terms and Conditions below set out the basis on which we will provide services to you. You must read these Terms and Conditions carefully and, if you wish to proceed, confirm your acceptance of these Terms and Conditions by clicking on the button marked "Accept" below (online) or signing where appropriate (offline). If you are unsure or are not prepared to agree with any of the Terms and Conditions please click "Decline" (online). If we agree to provide the Service to you on this basis then we will send you an acknowledgement of order. We will consider any reasonable request for changes to these Terms and Conditions and our address for this purpose is as set out below. Part A contains the general terms and Part B terms relating to specific services. Updates: These Terms and Conditions are updated from time to time. It is your responsibility to check our terms and conditions page at http://www.ontapgroup.com/index.php/terms-of-service to view any changes. This document was last updated on March 1st 2008. ————————————————————— Part A 1 DEFINITIONS 1.1 In these Terms, the following words shall (unless the context otherwise requires) have the following meanings: · Additional Charges – any charges additional to the Fee that may be invoiced by us to you in accordance with these Terms (whether by virtue of a specific provision or otherwise) which will be calculated on a time and materials basis in accordance with our then current standard rates; · Agreement – these Terms and the Order Form; · Carrier – any supplier to us from time to time of telecommunications services in respect of the Service; · Fees – the amount(s) payable by you (excluding VAT) for the Services set out in Part B; · IPR – all patents, copyright, moral rights, design rights, know-how, Confidential Information, database rights, trademarks and service marks together with applications to register any of the above (where applicable); · Order Form – the form signed by you in respect of the Services; · Party – you and us; · Services – the services listed on the Order Form and in respect of each specific terms are set out in Part B and the detailed specifications are set out in the relevant Product Information Sheet displayed on our web site; · Start Date – the earliest of the Start Dates set out in Part B; · Terms – these terms and conditions consisting of Part A and Part B; · Us, we, our – On Tap Networks Limited of Suite 122, 70 Churchill Square Business Centre, West Malling, Kent, ME19 4YU; · Your, You – the organisation or person requiring the Services whose details are set out in the Order Form; · Web Site – www.ontapconnect.com; 2 OUR OBLIGATIONS 2.1 We agree to provide to you the Services for the Fees. 2.2 We will use all reasonable endeavours to provide the Services without interruption and materially error free. 2.3 You acknowledge that our obligations may be carried out on our behalf by a Carrier or other sub-contractor or agent. 3 YOUR OBLIGATIONS 3.1 You agree to pay the Fees as shown on the order form upon request. 3.2 You are responsible for the cost of all charges for telephone or cable services you incur while using the Services. 3.3 You agree that all information you have given to us is correct and that you will inform us if it changes. You accept that you will be liable for Additional Charges if you give us incorrect information that we act on. 3.4 You agree to indemnify us and any Carrier against any loss either of us may suffer from your use of the Services. 3.5 You agree that you will: 3.5.1 comply with any reasonable instructions or directions issued by us from time to time in respect of the Services; 3.5.2 conform to such protocols and standards as are issued from time to time in respect of the use of the Internet or the Services; 3.5.3 fully indemnify us against any costs and claims from any third party resulting from your acts or omissions in respect of the Services; and 3.5.4 comply with all applicable legislation (including but not limited to matters arising under the Data Protection Act 1998 and the Regulation of Investigatory Powers Act 2000). 3.6 You agree that you will not (and you will ensure that your employees, agents and sub-contractors do not): 3.6.1 use the Services for any unlawful purpose or in contravention of any English or other law. This includes but is not limited to: a. any act or omission which will or is likely to infringe the intellectual property rights of a third party; b. the transmission, display, downloading or uploading of any material or text which is or is likely to be construed as defamatory, offensive, abusive, obscene or which will or is likely to cause unnecessary anxiety or inconvenience to a third party; c. use of the Services in any way which is or is likely to violate or infringe the rights of any individual, firm or company in the United Kingdom or elsewhere. 3.6.2 to send or procure the sending of unsolicited advertising or promotional material; or 3.6.3 in a way that does not comply with any instructions given by us for reasons of health, safety or the quality of the Carrier's telecommunications services or our system. 3.6.4 use the Services in anyway that will or is likely to make excessive use of our network (including but not limited to spamming). 3.6.5. contravene any provision listed in either section 3.6 or our separate Acceptable Usage Policy. 3.7 The person signing the Order Form warrants his or her authority to bind you to this Agreement. 4 LIABILITY 4.1 SAVE AS REQUIRED BY LAW WE DO NOT WARRANT THE SERVICES (OR ANY OF THEM) AGAINST FAILURE OF PERFORMANCE. WE DISCLAIM AND YOU WAIVE ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR THE EQUIPMENT, ARISING BY LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION ANY IMPLIED WARRANTY OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY OBLIGATION, LIABILITY, RIGHT, REMEDY, CLAIM IN TORT, NOTWITHSTANDING ANY FAULT, NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY OF US (WHETHER EXPRESS OR IMPLIED) SO FAR AS THE LAW PERMITS. 4.2 You agree that we are not liable in contract or tort (other than fraudulent or negligent misrepresentation) or otherwise arising out of or in connection with these Terms for economic loss (including, without limitation, loss of revenue, profits, contracts, business or anticipated savings), loss of goodwill or reputation, indirect or consequential losses whether or not such losses were within our contemplation, suffered or incurred by you or any third party arising out or in connection with the provisions of the Services (or any part of them). 4.3 Subject to clause 4.4 our total liability to you arising out of or in connection with this Agreement and the performance or observation of our obligations under them shall be limited to the greater of aggregate to the amount paid by you to us in the twelve months prior to the date on which your claim arose and £1,000. 4.4 Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from our negligence or that of the carrier, our employees or sub-contractors. 5 PROPRIETARY RIGHTS 5.1 All title, rights and interest (including but not limited to ownership and IPR) in the Services remain with us, the Carrier and our suppliers. You acknowledge such title, interest and rights and you shall not take any action or omit to take any action which will or is likely to jeopardise, limit or interfere in any manner such title, right or interest. 5.2 Title and related rights in any content accessed through the Service are the property of the applicable content owner and are protected by applicable laws. The right to use granted to you under clause 2.1 gives you no rights to such content. If you wish to use such content, You must ensure that you have the appropriate consent or licence of the content owner. 5.3 You acknowledge that you shall have no rights to any IPR in the Services. 6 TERMINATION 6.1 Independent of any additional rights to terminate set out in Part B, we may terminate or suspend your use of the Services (or any of them) at any time, at our sole discretion, if you breach any term of these Terms. 6.2 Unless terminated as set out elsewhere, or varied on your order form or quotation, this agreement will continue for a minimum period of one (1) calendar month. Thereafter, you may terminate this Agreement giving not less than one (1) calendar month’s written notice. 6.3 Upon termination of this agreement your right to use Service shall immediately terminate and you shall immediately stop using the Service. 6.4 Services that have not be fully delivered can be terminated or withdrawn without notice by us. We will refund any monies already paid to us in respect of these services in this case. 7 CONFIDENTIALITY 7.1 Each of us shall while we are providing Services under these Terms and thereafter keep secret and confidential all business, technical or commercial information disclosed to one of us by the other or otherwise which belongs to the other its sub-contractors, carriers, telecommunication providers or clients (and shall procure that its agents and/or employees are similarly bound) and shall not disclose the same to any person save to the extent necessary to perform its obligations in accordance with the terms of these Terms or save as expressly authorised in writing to be disclosed by the other. 7.2 The obligation of confidentiality contained in clause 7.1 shall not apply or (as the case may be) shall cease to apply to business, technical or commercial information which:- 7.2.1 at the time of its disclosure by the disclosing Party is already in the public domain or which subsequently enters the public domain other than by the breach of these Terms; 7.2.2 is required to be disclosed under applicable law or order of a court of competent jurisdiction or government department or agency or by the London Stock Exchange, provided that prior to such disclosure the receiving Party shall advise to the disclosing Party of the proposed form of disclosure. 8 GENERAL 8.1 You accept that we may, in accordance with legal requirements, have to disclose information to governmental organisations (including the police) in respect of your use of the Services. Subject to any legal prohibitions to the contrary we will notify you of such disclosure as soon as reasonably possible. 8.2 We may from time to time wish to notify you of additional services provided by us or third parties that we believe may be of interest to you. If you do not want to receive such information please write to us at the address for notice. 8.3 We shall not be liable for any breach of our obligations hereunder resulting from causes beyond our reasonable control including but not limited to fires, strikes (of own or other employees) insurrection, or riots, embargoes or delays in transportation, inability to obtain supplies, acts of local or central Government or other competent authorities or acts or omissions of third party telecommunications service providers. 8.4 Any notice required or permitted under the Terms must be in English and be sent to us at any of the following addresses: On Tap Networks Ltd, 9 Devonshire Square, London, EC2M 4YF or +44 (0)207 183 3183 or [email protected] Any notice to be sent to you will be sent to the address which you provide when applying for the Services unless you notify us otherwise. 8.5 These Terms do not create a partnership, joint venture, agency or franchise relationship. 8.6 You may not sell, lease, sub-licence, assign or otherwise transfer, whether in whole or in part, by operation of law or otherwise, the rights or obligations (including the Services) arising under these Terms without our prior written consent. 8.7 Notwithstanding any provision to the contrary, nothing in these Terms will create or confer any rights or other benefits whether in accordance with the Contracts (Rights of Third Parties) Act 1999 or otherwise in favour of any person other than you, us or the Carrier. 8.8 The headings to the sections of these Terms are for convenience only and have no substantive meaning. 8.9 These Terms are governed by the laws of England and Wales and we both submit to the exclusive jurisdiction of the English Courts. 8.10 If and in so far as any part or provision of these Terms is or becomes void or unenforceable it should be deemed not to be and never to have been nor formed a part of these Terms and the remaining provisions of these Terms shall continue in full force and effect. in such an event, we shall meet with you to discuss the void and unenforceable provisions and shall substitute therefore a lawful and enforceable provision which so far as possible results in the same economic effects. 8.11 This Agreement may not be amended, varied, supplemented or otherwise modified unless agreed by us in writing. 8.12 The failure by us to insist on the performance of any of the provisions of these Terms shall not be construed as a waiver or a relinquishment of that our rights to future performance of such provisions and your obligation in respect of such future performance shall continue in full force and effect. 8.13 This Agreement supersedes any previous agreement between us and you in relation to the matters dealt with in it and you acknowledge and agree that you have not entered into this Agreement in reliance upon any representation, or statement or whether oral or written) made or alleged to have been made by us or our agents. 9 FAULTS IN THE SERVICE 9.1 You will immediately upon becoming aware of the same report any fault in the Equipment or the Service to us by e-mail [email protected] or via by raising a support ticket on our web site at http://www.ontapgroup.com/magento/customer/account. You will receive an automated response back by email with a tracking number. If you do not receive this email or you are unable to email or using our web site, you must telephone us on 0207 183 3183 immediately. 9.2 You acknowledge that occasionally we and/or our Carrier may have to temporarily interrupt the Service or change the specification of the Service for operational reasons or because of an emergency. In these circumstances you shall have no claim against us for any such interruption or change. 9.3 You acknowledge that faults or outages may result in full or partial loss of service and that On Tap Networks cannot guarantee when such faults or outages will be resolved. In these circumstances you shall have no claim against us for any such fault or outage. ————————————————————— Part B – DOMAIN NAMES 1) We make no representation that the domain name you wish to register is capable of being registered by or for you or that it will be registered in your name. You should therefore not assume registration of your requested domain name(s) until you have been notified that it has or they have been registered. Any action taken by you before such notification is at your risk. 2) The registration and use of your domain name is subject to the terms and conditions of use applied by the relevant naming authority; you shall ensure that you are aware of those terms and conditions and that you comply with them. You shall have no right to bring any claim against us in respect of refusal to register a domain name. Any administration charge paid by you to us shall be non-refundable notwithstanding refusal by the naming authority to register your desired name. 3) We shall have no liability in respect of the use by you of any domain name; any dispute between you and any other person must be resolved between the parties concerned in such dispute. If any such dispute arises, we shall be entitled, at our discretion and without giving any reason, to withhold, suspend or cancel the domain name. We shall also be entitled to make representations to the relevant naming authority but will not be obliged to take part in any such dispute. 4) We shall not release any domain to another provider unless full payment for that domain has been received by us. ————————————————————— Part B – WEB SITE HOSTING AND EMAIL 1) We make no representation and give no warranty as to the accuracy or quality of information received by any person via the Server and we shall have no liability for any loss or damage to any data stored on the Server. 2) You shall effect and maintain adequate insurance cover in respect of any loss or damage to data stored on the Server. 3) You represent, undertake and warrant to us that you will use the Web Site allocated to you only for lawful purposes. In particular, you represent, warrant and undertake to us that. a) you will not use the Server in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will you authorise or permit any other person to do so. 3(b) you will not post, link to or transmit: i) any material that is unlawful, threatening, abusive, malicious, defamatory, obscene, pornographic, blasphemous, profane or otherwise objectionable in any way. ii) any material containing a virus or other hostile computer program. iii) any material which constitutes, or encourages the commission of, a criminal offence or which infringes any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction. b) You will not store on the server any of the following: i) Illegal Material – This includes copyrighted works, commercial audio, video, or music files, and any material in violation of any UK, European or Local regulation. ii) Adult Material – Includes all pornography, erotic images, or otherwise lewd or obscene content. The designation of "adult material" is left entirely to the discretion of On Tap Networks Ltd. Also includes any sites which provide "links to" information about such material or advertising for such material. iii) Warez – Includes pirated software, ROMS, emulators, phreaking, hacking, password cracking. IP spoofing, etc., and encrypting of any of the above. Also includes any sites which provide "links to" or "how to" information about such material. iv) .EXE files – no unsolicited executable files can be stored on the servers for security and satiability reason. 4) You shall keep secure any identification, password and other confidential information relating to your account and shall notify us immediately of any known or suspected unauthorised use of your account or breach of security, including loss, theft or unauthorised disclosure of your password or other security information. 5) You shall observe the procedures that we may from time to time prescribe and shall make no use of the Server that is detrimental to our other customers. 6) You shall procure that all mail is sent in accordance with applicable legislation (including data protection legislation) and a secure manner. 7) Any access to other networks connected to On Tap Networks Ltd must comply with the rules appropriate for those other networks. 8) While we will use every reasonable endeavour to ensure the integrity and security of the Server, we do not guarantee that the Server will be free from unauthorised users or hackers and we shall be under no liability for non-receipt or misrouting of email or for any other failure of email. 9) The use of our services is covered by the provisions of our Acceptable Usage Policy. A copy of which is available on our web site at http://www.ontapgroup.com/index.php/acceptable-usage-policy 10) You shall keep backups of all web site and/or email content. We are under no obligation to backup your web site and/or email content. We will not be held responsible for any loss of your web site and/or email content. ————————————————————— Part B – RESELLERS 1) By becoming a reseller of our Services you agree to be bound by these Terms and Conditions and that you will be responsible for ensuring that your customers using our Services are also bound by these Terms and Conditions. ——————————————- ——————————————- Part B – All other services mentioned or not in the preceding sections of Part B All of our services by subject to our Accepable Usage Policy, a copy of which can be viewed at http://www.ontapconnect.com/acceptable_usage_policy.php Failure to pay invoices by their due date where a valid reason for not doing so is not made in writing, will result in the services being suspended until payment is received. We reserve the right to continue billing you even if the service is suspended. We reserve the right to claim costs and interest from all overdue monies owed to us.