TIMESBID INTERNET HOSTING SERVICES
Our aim is at all times to deliver the best quality service and so we have tried to make our Terms of Business both fair and easy to understand.
These Terms and Conditions appear in two parts, firstly the general terms and conditions that apply to all services, and secondly Appendix SL1.1 which deals with Service Levels.
We would particularly like to draw your attention to our User Rules in clause 5 below, please read them carefully. They deal with system Usernames, Passwords and TCP/IP and Email Addresses and contain certain limitations on the use of the Service, for example prohibiting the transmission of SPAM or anything defamatory, or in breach of intellectual property rights.
1) Ready For Service (RFS) date
a) After acceptance of your order and initial payment we will work with
you to agree a target RFS date. We will
provide you with the best estimate of the RFS date on acceptance of your order
and keep you updated fo
rm time to
b) We will endeavor to deliver Service (including delivering, installing, and testing any equipment or software specified in the Order) in the quickest possible time, however, the agreed target date is an estimate only and we do not guarantee it.
c) You may use part of the Service before we notify you that the whole Service is ready for service, provided we first agree in writing the terms on which you may do so.
d) We are not responsible for failure to deliver goods or provide
services contracted by you with third parties, even where these may be
essential to your ability to use any goods or Service ordered from us.
e) We reserve the right to decline your order, or withdraw from
providing the service at any time up to the RFS date at our sole discretion.
2) Delivery of the Service
a) We will use reasonable skill and care in delivering the Service, and will ensure that any equipment we provide will be of satisfactory quality and fit for the purposes of the Service.
We will ensure that any software we
provide will be of satisfactory quality
and reasonably fit for
the purposes of the Service though your use of it will be strictly subject to
the terms of the license provided with it.
c) You agree to let us have all the information and assistance
necessary to enable us to provide the Service (and undertake that all
information already provided is correct), to comply with these Terms of
Business and to pay all amounts owing on the due date.
d) We do not warrant that any service we provide will be entirely
uninterrupted or error free or that any information, software or other material
through or via the internet is free of viruses, worms, Trojan horses or other
Both parties recognise
that it is technically impossible for any provider to provide a perfect
3) Choice of Service
a) Whilst we may assist you in your choosing the Service, you will be
solely responsible for assessing your own needs, how your chosen Service will
relate to them and how you will use the Service you choose. We give no guarantee as to the value
cost of the Service to you.
4) Service levels
a) The Service level of the service will be as set out in the Schedule
of Services as published from time to time.
Availability will be calculated
in accordance with the rules set out in Appendix SL1.1.
b) If in any calendar month we do not meet this standard of availability, we will compensate you. The amount of compensation will be determined in accordance with the rules set out in Appendix SL1.1.
c) We will provide this compensation by making further additional
services or discounts available to you up to the amount of compensation at the
applicable rate. This compensation will
be the limit of our liability for the non-availability of the Service.
d) Any claim for compensation must be made within 7 days of the end of
the month during which the event(s) giving rise to the compensation took place,
after which time the right to compensation is void.
e) We provide support for
during normal working hours of 9.30am to 5.30pm Monday to Friday excluding
Public Holidays. Service is not
available outside these hours except by prior arrangement under the terms of an
extended support contract.
Both parties understand that the
Internet contains unedited materials, some of which are sexually explicit or
may be offensive to some people, and that connection to the internet
exposure to unsolicited or aggressive mailings, connection attempts or other
activities which can cause offence or damage to a connected party and both
parties accept that we have no responsibility or liability for any such areas.
g) It is recognized by both parties that
we ha ve no
responsibility for any penalties and/or damages attributable to the violation
of any applicable statutes, rules or regulations or judicial orders by any
connected parties, whether connected directly or indirectly.
h) Both parties recognise that the Internet environment, both technically and commercially, is subject to rapid and unpredictable change and we therefore reserve the right to amend these terms and conditions - particularly (but not exclusively) relating to service levels and pricing - from time to time. In the event that our terms and conditions change we shall advise you of the terms and conditions and such terms and conditions shall apply unless you advise within 30 days of being informed of the terms and conditions that you wish to remain bound by the terms and conditions upon which you entered into the contract (or as subsequently amended). In the event that you elect to remain bound by those terms and conditions you undertake to repay any discounts or other price reductions which you may have enjoyed under the (new) terms and conditions, and failure to pay the full amount under such terms or repay such discounts or price reductions that you have enjoyed within 30 days of being informed of the terms and conditions shall constitute irrevocable acceptance of those terms and conditions.
5) User Rules
a) You agree to use the Service only in accordance with the User Rules set out in this clause.
b) You agree to indemnify us against any loss or expense arising from a third party claim or otherwise that we may suffer in connection with any use of the Service in breach of the User Rules. You recognise we have no responsibility to monitor compliance with the User Rules.
You agree not to use the Service for
the purposes of;
i) the collection/distribution of illegal pornographic materials.
ii) the distribution of unsolicited Email (or any other activity known as “SPAM”)
iii) the collection/distribution of any material which infringes the
intellectual property rights of any person
iv) any activity contrary to the Misuse of Computers
v) The collection/distribution of defamatory materials.
d) If this agreement is terminated or the Service is suspended you agree to cease using (and delete from all computers) all and any TCP/IP addresses we may have provided to you within 7 days.
e) In the event of this agreement being terminated or the Service being suspended through breach of these Terms of Business we may at our discretion though not unreasonably withhold any Domain Name or names we may have registered on your behalf.
f) In the event of this agreement being terminated or the Service being suspended we may at our discretion though not unreasonably withhold access to all and any system Usernames, Passwords, and Email addresses, and any data.
6) Charges and payment
a) Our charges are as set out in the Order and are payable at the times and in the manner set out in the Order. They are exclusive of value added or any similar taxes which will be payable by you in addition to and at the same time as the relevant charge/s.
b) The set up charges and minimum service payments must be made prior to the service being initiated.
c) Unless the Order provides otherwise, the recurring charges will be fixed for the first twelve months of the Agreement. After that we will have the right to increase or decrease them on giving you 60 days notice. If we do increase prices, you may terminate the Agreement by giving not less than 30 days notice to us expiring on the date on which the increase would have taken place.
d) Payment will in all cases be collected either in full, in advance or through standing order transactions, which will be made monthly in advance of the service. An invoice with respect to this payment will be generated and sent to you for your records at least 7 (seven) days prior to the transaction date. If payment of any sums due under the Agreement is not received in accordance with the terms set out in the Order, we may charge interest, at 3% above the base rate of Barclays Bank Plc (or its successor) on a daily basis, on the outstanding sums, calculated from when the payment is due until full payment is received by us, whether before or after judgment.
7) Services delivered for resale
a) This paragraph applies where you intend to resell the Services to provide Internet services to your own customers or subscribers, or are providing some other kind of commercial or other service, which creates unusually heavy traffic. All re-sales of service require prior agreement with Timesbid.
b) If your connection is overloaded we reserve the right to require you to upgrade the Service by giving you notice to do so. We would discuss this with you before issuing any such notice. A connection is overloaded when the average monthly volume of traffic in a single month or rexceeds of 65% of the rated connection bandwidth.
c) On receiving such a notice from us, you will upgrade the Service as soon as reasonably practicable, at your cost at the then tariff rate offered by us. The upgrade must be big enough to prevent the circumstances set out in paragraph 7 b) (above) from recurring within 3 months from the date at which the overload was detected.
8) Termination and suspension
a) Either party may terminate the Agreement:
i) unless and until terminated in accordance with this clause, the agreement shall continue on a rolling basis;
ii) by notice, if the other has a resolution passed or a petition is presented to wind it up (otherwise than for a solvent reconstruction or amalgamation), or has a receiver appointed of the whole or any part of its assets, or is subject to any bankruptcy, insolvency, administration, sequestration or similar proceedings;
iii) by notice, if a target RFS date is not agreed within 30 days of our acceptance of your Order; or
iv) by notice, if we fail to deliver the Service by 15 days after the agreed target RFS date; or
v) by not less than 90 days prior written notice, expiring on or after the end of the minimum period specified in the Order (or if no minimum period is specified, after 12 months from the date the service is ready for service).
b) We may additionally terminate the Agreement or suspend the Service without notice if:
i) you fail to make a payment to us on the due date or breach any material term of the Agreement;
ii) you do, or allow anything to be done, which affects the performance or availability of the Service or any network to which you are connected; or
iii) any credit limit set out in the Order Form is exceeded.
Suspension of Service(s) will not affect our right to terminate the Agreement nor your obligation to pay our charges for services already incurred or continuing to be used. In the event of suspension of service we reserve the right to require security in respect of future payments to our satisfaction before reinstating the service.
c) Where the Agreement is terminated under paragraphs 8.a.ii or 8.a.iii, we will refund any payment made by you, and neither of us shall have any further obligation to the other. In all other cases, no refund will be made and you will be liable to continue making payments due until the earliest date you would be entitled to terminate the Agreement. Termination will not affect any pre-existing rights nor any remedy that would otherwise have been available to us.
9) Limits on liability
a) Nothing in the Agreement limits liability for death or personal injury caused by negligence, or fraudulent mis-statement.
b) We will not be liable to you for any indirect loss, whether it arises from negligence, breach of contract or otherwise. “Indirect loss” includes (but is not limited to) loss of profits, business, revenue, goodwill or anticipated savings, loss of use or value of any equipment or software, wasted management or other time, and loss resulting from corruption of data.
c) We will be liable to you for any direct loss arising from our negligence or breach of contract. “Direct loss” includes (but is not limited to) the cost of repairing or replacing any property that suffers physical damage by reason of any action by us.
d) Subject to clause 9(a), the total liability to you shall not in any circumstances exceed the value of the services provided to you in a 12 month period
e) Subject to clauses 9(a) and 9(d), the total liability to you shall not in any circumstances exceed the value £1m sterling.
f) We will not be liable for anything resulting from a force majeure event. A force majeure event is any event beyond our reasonable control including (but not limited to) acts of God, acts of government or the failure of any telecommunications provider used by us in the provision of the service.
10) Whole agreement and interpretation
a) The Agreement represents the complete agreement between us relating to the Service and supersedes any other agreement or understanding, oral or written, including any of your standard conditions. Save to the extent repeated in the Agreement any representations or undertakings by us, express or implied, are withdrawn.
b) Save in respect of the User Rules, the Agreement may be altered only by a subsequent written agreement signed by each of us. Any indulgence or failure by us to exercise a right shall not be deemed to be a waiver of any of our rights.
c) Clause headings are there for convenience only and are to be disregarded in interpreting the Agreement. If there is any conflict between these Terms of Business and the Order, these Terms will prevail.
a) You may assign the Agreement only with our prior written consent, which will not be unreasonably withheld.
b) We may assign the Agreement or delegate our obligations under it.
12) Resolution of disputes and governing law
If a disagreement arises we will
endeavour to resolve it amicably by discussion. In an appropriate case we may suggest mediation as a dispute
resolution procedure, but if it is necessary to go to court the English Courts
are to have exclusive jurisdiction. You agree to be bound by any applicable
dispute resolution procedure of any telecommunications
operator provi ding a related service.
b) The Agreement is governed exclusively by English law.
a) Notices under the Agreement must be sent by first class post or (with a hard copy confirmation sent that day by post) by fax or e-mail, or by hand, to the appropriate address set out in the Order or such other address as the addressee may by written notice have directed.
a) “Order” means our printed order form as completed and signed by you.
b) “Agreement” means the agreement constituted by these Terms of Business (including the Appendix), the Order, any documents referred to in the Order and our written acceptance of your Order.
c) “User Rules” means our standard User Rules as detailed in Clause 5, and as amended by us from time to time by written notice to you.
d) Capitalised words also used in the Order shall have the meanings given to them in the Order.
e) “Service” means the provision of the goods and services as set out in the Order.
1) Definitions used in this Appendix
“Availability” means the availability of
our network demonstrated by means of either a ping or traceroute program
“Business Hours” means 09.30 a.m. to 5.30 p.m. on a day other than a Saturday, Sunday, bank or other public holiday in England and Wales.
“Downtime” means in respect of any month the total time during which the Service is not Available (other than as a result of planned Outages).
“Outage” means any period during which any user cannot process an application transaction or send or receive e-mails utilising the Service due to a fault on the Timesbid network.
"Planned Outage" means any period during which any user cannot process an application transaction or send or receive e-mails utilising the Service caused by work for the purpose of maintenance or support.
“Service Minutes” means minutes of connectivity to the Timesbid hub.
a) Planned outages.
All work for the purpose
maintenance or support as part of Planned Outages will take place outside
Business Hours. Planned Outages will be notified to you wherever possible on 5
days prior notice unless of an urgent nature or where affecting other users.
b) Availability. Availability is calculated at the end of each month in accordance with the following formula:
“A”: means the Availability of the Service (expressed as a percentage).
“D”: means Downtime in the respective month - expressed in minutes.
“T”: means the total number of Service Minutesin the respective month.
c) Calculation of Downtime. Downtime is calculated from the time of notification of a fault by either you or us, and ends when the Service is restored to full working order as determined and certified by us. However, Downtime is to be disregarded to the extent it is attributable to your failing to keep equipment in standard office environment levels of humidity and temperature, or to any other abuse, misuse or modification of equipment or software by you.
a) For guaranteed availability services (see Schedule of Services)
If Availability falls below the guaranteed levels in any particular month then compensation shall become due by reference to the table below:-
MONTHLY NETWORK AVAILABILITY
(EXPRESSED AS A PERCENTAGE)
REIMBURSEMENT OF THE MONTHLY SERVICE FEE
(EXPRESSED AS A PERCENTAGE)
99.00 - 99.49
97.00 - 98.99
95.00 - 96.99
90.00 - 94.99
For services without guaranteed
availability (see Schedule of Services)
If Availability falls below 95% in any given month then compensation shall become due for the proportion of the monthly fee represented by the actual availability below 95% according to the formula:-
(Actual availability %age
– 95%) x monthlyfee
4) Fault monitoring and resolution
a) We are responsible for recording Availability, planned and unplanned Outages and fault resolution time scales. For Guaranteed Availability Services, on request in advance we are able to submit a report following each month end, to include the following information:
i) Availability and planned and unplanned Outages in the preceding month; and
ii) progress made in respect of the fault resolution process including whether contractual time scales for providing work arounds or fixes have been met.
b) At the time of notification of a fault, we will assign a priority to the fault in accordance with the priority classifications set out at below, by agreement with you. If there is any dispute as to the classification of a fault the matter shall be escalated immediately to an appropriate manager.
a) Problems will be classified by us in accordance with the following table:-
Priority 1 Faults
System non-functional with high impact on operations.
Priority 2 Faults
System partially usable with medium impact on operations, or a Priority 1 Fault to which a temporary work around has been applied.
Priority 3 Faults
Minor problems with very low impact on operations.
Priority 4 Faults
a) We will initially attempt to
the suspected fault as an actual fault and w ill
require you to perform checks and tests to further isolat e
suspected fault at this time and at other times during the resolution process.
Where further checks are inconclusive
or are liable to affect live operation, we shall attempt to replicate and test
the suspected fault
c) We shall fix or provide a work around to any problem that will not affect the functionality or performance or Availability of the Service in the following time scales:-
INITIAL TIME TO RESPOND
TIME TO RESOLUTION
Priority 1 Faults
Priority 2 Faults
Priority 3 Faults
Priority 4 Faults