CLIENT AGREEMENT FOR THE PROVISION OF HOSTING
SERVICES-TERMS AND CONDITIONS
AKA Internet Ltd

1. Definitions
In these Conditions unless otherwise stated:

1.1 “the Charges" means the annual fee to be paid by the Customer for the Services.
1.2 “Confidential Information” means all business, technical, financial or other information created or exchanged between the parties.
1.3 “Contact Details” means the contact details for the Parties representatives including fax number and email address as notified to each other by the Parties via e-mail.
1.4 “the Content” means all text graphics logos, photographs, images, moving images, sounds illustrations and other material and related documents featured and displayed or used in relation to the Website.
1.5 “the Customer” means the person or organisation requiring the Services and words denoting or referring to any gender includes all genders.
1.6 “the Customer Software” means the software used in the Website owned by the Customer or licensed to him by a third party or the Supplier but shall not include the Supplier Software.
1.7 “the Initial Term” means the initial term for the supply of the Services for a period of one year from the inception of the Services
1.8 “Intellectual Property means all patents, copyright, design rights Rights (IPR)” know- how, confidential information, database rights, trademarks and service marks together with applications to register any of the above.
1.9 “the Migration Services” means the Services described in clause 9
1.10 “the Parties means the Supplier and the Customer.
1.11 “the Price List” means the prices for the Services requested
by the Customer which will be supplied to the Customer by the Supplier on request.
1.12 “the Service Co-ordinator” means the person from time to time being duly appointed by the Customer to act as the Customer’s principal representative for the purpose and supervision of the Services as set out in the Contact Details.
1.13 “the Service Manager” means the person from time to time being duly appointed by the Supplier to act as the Suppliers principal representative for the purpose and supervision of the Services as set out in the Contact Details.
1.14 “the Services” means the provision of the Services including additional services requested by the Customer chosen by the Customer from the Supplier’s Price List.
1.15 “the Supplier” means AKA internet Ltd company Registration number 06316428 whose registered office is currently situated at Unit 3 Denmark street Maidenhead Berkshire SL5 7BN United Kingdom.
1.16 “the Supplier Network” means that part of the Internet that is directly under the control of the Supplier.
1.17 “the Terms of Payment” means the annual payment in advance by the Customer for the Services

2. Services

2.1 Subject to the terms and conditions of this agreement the Supplier
shall provide the Services to the Customer.

3 Charges and payment

3.1 The Customer shall pay the Charges to the Supplier in according to the
Terms of Payment.
3.2 The Charges are exclusive of VAT
3.3 Additional Charges will be made by the Supplier for any Additional
Services requested by the Customer.
3.4 The Supplier may charge the Customer interest in respect of the late payment of any sum due under this Agreement at a rate of 4% a year above the base rate from time to time of Barclays bank or the assignee or successor in title, from the due date for payment until payment is received.

4. Maintenance and interruptions

4.1 The Supplier shall make all reasonably endeavours to provide the Customer with notice on its website of any planned maintenance that might affect the provision of the Service to the Customer.
4.2 The Supplier shall make all reasonable efforts to ensure that planned maintenance work are undertaken as soon as reasonably practicable and completed with minimum interruption(s) of the use of the Services to the Customer.

5 Website content and data

5.1 The Customer shall not distribute in the Content on the Website any
material or information that:
5.1.1 infringes any intellectual property rights;
5.1.2 is in breach of any law, statute or regulation;
5.1.3 is defamatory, libellous, unlawful threatening or harassing; 5.1.4 is obscene, pornographic or indecent;
5.1.5 contain any viruses or other computer programs intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any personal information; or
5.1.6 is not solicited.
5.2 Where the Supplier decides that the Customer is in breach of clauses
5.1.1-51.6, the Supplier may either-:
5.2.1 suspend the Services to the Customer for a period not exceeding 12 months or;
5.2.1 terminate the Services to the Customer immediately
5.3 No refund will be made to the Customer where the Services are terminated or suspended under clause 5.2. 1-5.2.2 above.
5.4 For the avoidance of doubt, the Supplier does not monitor, and will have no liability for the contents of, any communications transmitted by virtue of the Services.
5.5 The Customer grants to the Supplier a royalty-free world wide non? exclusive licence, to use, store and maintain the Content on a server for the purposes of providing the Services in accordance with the Agreement. The Supplier may make such copies as may be necessary to perform his obligations under this Agreement, including back up copies of the Content.
5.6 Upon termination or expiration of this Agreement, the Supplier on request by the Customer, shall destroy or deliver, subject to the Customer meeting the costs of destruction or delivery, all such copies of the Content and other materials provided by the Customer.

6. Confidentiality

6.1 During the term of this Agreement the Parties may not disclose any information as to the Terms and Conditions of this Agreement to a third party with out the written consent of the other.

7. Liability

7.1 Notwithstanding any other provision in this Agreement, the Supplier’s liability to the Customer for death or injury resulting from his own negligence or that of his employees, agents or sub- contractors shall not be limited.
7.2 The Supplier’s liability to the Customer in respect of any breach of his contractual obligations, any breach of warranty, any representation, statement or tortuous act or omission including negligence arising under or in connection with this Agreement shall be limited to the equivalent one month Charge.
7.3 The Supplier shall not be liable to the Customer for any indirect or consequential loss the Supplier may suffer even if the loss is reasonably foreseeable or the Supplier has been advised of the possibility of the Customer incurring it.

8. Term and Termination

8.1 This Agreement shall commence on the date of the provision of the Services to the Customer for the Initial Term and thereafter.
8.2 Without prejudice to any other rights of the Supplier to terminate this Agreement, the Supplier may terminate this Agreement with immediate effect by written notice to Customer on or at any time after the occurrence of the following events:
8.2.1 the Customer being in breach of an obligation under this Agreement and if the breach is capable of remedy, failing to remedy the breach within 7 days after receipt of a written notice of the breach and requiring its remedy;
8.2.2. the Customer becomes bankrupt,
8.2.3 the Customer passing a resolution for winding up, a court of competent jurisdiction making an order for the Customer’s winding up or the presentation of a petition for the Customers winding up which if not dismissed within 7 days (other than in each case for the purposes of solvent amalgamations or reconstruction where the entity resulting from the amalgamation or reconstruction effectively agrees to be bound by or assumes the Customer’s obligation under this agreement);
8.2.4 the making of an administration order in relation to the Customer; or
8.2.5 the Customer making an arrangement or composition with his creditors generally or making an application to a court of competent jurisdiction for protection from his creditors generally.
8.3 Termination of this Agreement for whatever reasons shall not affect:
8.3.1 the accrued rights and liabilities of the Customer and Supplier arising in any way out of this Agreement as at the date of termination and in any particular but without limitation the right to recover damages against the other; or
8.3.2 provisions expressed to survive this Agreement, which shall remain in full force and effect.

9. Migration services

9.1 Prior to expiration or termination of this Agreement for any reason the
Customer may request the Supplier to provide the Migration Services to the Customer, or to a third party service provider identified by the Customer.

9.2 Depending on the complexity of the Customer’s request, the Supplier may charge for the Migration Services at his prices for such services current at that date.

10. Assignment

10.1 The Customer shall not assign transfer, or sub-contract the benefit and or the burden of this Agreement, make it the subject matter of a trust or in any other manner make it over to a third party without the prior written consent of the Supplier, which consent shall not be unreasonably withheld.
10.2 The Supplier may assign transfer, or sub-contract the benefit and
or the burden of this Agreement, make it the subject matter of a trust or in any other manner make it over to a third party.

11. Force majeure

11.1 “An event of force majeure” means in relation to either party, an event or circumstance beyond the reasonable control of that party including (without limitation) any act of God, inclement weather, failure or shortage of power, supplies, flood drought, lightning or fire, strike, lock-out or trade dispute or labour disturbance, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any Internet service provider, war, military operations, act of terrorism or riot, delay or failure of manufacture, production or supply by third parties of equipment or services.
11.2 The Party suffering the event of force majeure shall not be deemed to
be in breach of this Agreement or otherwise liable to the other party for any delay in the performance or non-performance of any obligations under this Agreement (and the time for performance shall be extended accordingly) if and to the extent that the delay or nonperformance is due to an event of force majeure.
11.3 If the event of force majeure in question prevails for a continuous
period of 3 months after the date on which it began the other party may give notice to the party suffering the vent of force majeure termination this Agreement. The notice to terminate must specify the terminate date, which must not be less than 30 clear days after the date on which the notice to terminate is given. Once a notice to terminate has been validly given, this Agreement will terminate on the termination date set out in the notice.

12. Dispute resolutions

12.1 All disputes at any time arising out of or in connection with any terms of this Agreement between the parties that cannot be resolved by the Service Manager and the Service Co-ordinator will in the first place be referred to the managing directors of the Customer and the Supplier.
12.2 If these persons are unable to resolve the dispute using the Company’s complaints procedure then you must refer your complaint to CISAS which is an independent dispute resolution services of which the Supplier is a member. CISAS address is: www.cisas.org.uk
12.3 The decision by CISA shall be final and binding upon each of the Parties.
12.5 For the avoidance of doubt the provisions of this clause provides for a form of advanced dispute resolution and is not a reference to arbitration.

13. Conflict of terms

Except as otherwise expressly provided in this Agreement and in the event of a conflict between the terms of this Agreement and the standard terms and conditions of the Customer or Supplier the terms of this Agreement shall prevail.

14. Waiver

14.1 A waiver of any term, provision or condition of this agreement shall be effective only if given in writing and signed by the waving party and then only in the instance and for the purpose it was given.
14.2 No failure or delay on the part of any Party in exercising any right, power or privilege under this Agreement shall operate as a waiver of it, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise of it or the exercised of any right, power or privilege.
14.3 No breach of any of the provision of this Agreement shall be waived or
discharged except with the express written consent of the Parties

15. Invalidity

15.1 If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect under the laws of any jurisdiction, whether pursuant to any judgement or otherwise:
15.1.1the validity, legality and enforceability under the law of that
jurisdiction of any other provision; and
15.1.2 the validity, legality and enforceability under the law of any other jurisdiction of that or any other provision, shall not be affected.
15.2 If any provision of this Agreement is held to be void or declared illegal, invalid or unenforceable for any reason whatsoever, that provision shall be divisible from this Agreement and shall be deemed to be deleted from it and the validity of the remaining provisions shall not be affected. If any such deletion materially affects the interpretation of this Agreement, the Parties shall use their best endeavours to negotiate in good faith with a view to agreeing a substitute provision as closely as possible reflecting the commercial intention of the Parties.

16 Remedies

16.1 The rights and remedies provided for by this Agreement are cumulative
with and not exclusive of any rights or remedies provided by law.
16.2 Without prejudice to any other rights and remedies of the Parties, each party acknowledges for the benefit of the other that damages might not be an adequate remedy for any breach of the provisions of this Agreement and that accordingly, either Party shall be entitled without proof of special damage to the remedies of injunction and specific performance and other equitable remedies for any threatened and actual breach of the provisions of this Agreement by the other.

17. Notices

17.1 Any notice, demand or other communications given or made under or in connection with the matters contemplated by the Agreement shall be in writing and shall be sent by pre paid first class post (air mail of post from and to a place outside the United Kingdom) in the case of the Supplier to:
AKA Internet Ltd Unit 3 Denmark Street Maidenhead Berkshire SL5 7BN
Attention of: the Company Secretary or to the Suppliers e-mail address which is www.akainternet.co.uk
In the case of the Customer to: To the Registered office of the Customer or the e-mail address as provided by the Customer and shall be deemed to have duly given or made as follows:
17.1.1 if personally delivered, upon delivery at the address of the relevant party,
17.1.2 if sent by first class post, two business days after the date of posting,
17.1.3 if sent by air mail, 5 working days after the date of posting; and 17.1.4 if sent by fax, when dispatched;
17.1.5 if sent by e-mail when confirmation that the e-mail has been sent to the recipient.
provided that if, in accordance with the provision, any such notice, demand or other communication would otherwise be deemed to be given or made after 17.00 hours, it shall be deemed to be given or made at the start of the next business day.
17.2 A party may notify the other Party to this Agreement of a change to his name, relevant addressee, address, or fax number for the purpose of the above clause provided that such notification shall only be effective on:
17.2.1 the date specified in the notification as the date on which the change is to take place; or
17.2.2 if no date is specified or the date specified is less than 5 business days after the date on which notice is given, the date falling 5 business days after that date.

18. Entire agreement

18.1 This Agreement embodies and set forth the entire agreement and understanding of the Parties and supersedes all prior oral or written agreements, undertakings or arrangement relating to the subject matter of this agreement. Neither Party shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in this Agreement save for representation made fraudulently.
18.2 Unless otherwise expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both Parties

19. Announcements

Both Parties agree not to disclose to any third party, other than to their respective bankers or other professional advisers on appropriate conditions of confidentiality, the fact of details of this Agreement or any other agreement referred to in this Agreement. The text of any press realises or other communication to be published by or in the media concerning the subject matter of this Agreement shall require the approval of each Party.

20. Relationship between the Supplier and Customer

Nothing in this Agreement and no action taken by the Parties pursuant to this Agreement shall constitute, or be deemed to constitute, a partnership, association, joint venture or agency of each other or any other co-operative entity.

21. Governing law and jurisdiction

21.1 This Agreement any any dispute controversy, proceedings or claim of whatever nature arising out of or in any way relating to it or its formation shall be governed by and construed with the laws of England.
21.2 The Parties irrevocably submit to the jurisdiction of the Courts of England to hear and determine any suit or action or proceedings or settle any disputes arising out of or in connection with this Agreement and to enforce any judgement against their respective assets.

22. Exclusion of third party rights

The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no person other than the Parties to this Agreement shall have any rights under it, nor shall it be enforceable under the Act by any person other than the parties to it.