This agreement (the "Agreement") sets out the terms and conditions governing your use of the dedicated web hosting service and the content, features and functionality comprised within it (the "Service"). A full description of the Service will be sent to you on request. The Service is supplied by Isle Communications Group Ltd ("Isle"). Please note that "we"/"us"/"our" denotes Isle, or any trading division of Isle Communications Group Ltd, and "you"/"your" denotes you the customer.
This Agreement, together with the Acceptable Use Policy ("AUP") explains Isle's responsibilities to you and your responsibilities to Isle and to other users of the Service ("Users"). The AUP in particular outlines what we consider to be unacceptable use of the Internet by our customers so that we can take appropriate steps against abusers of the Internet. Please ensure you read this Agreement and the AUP carefully. If there is anything to you do not understand, please feel free to e-mail the Isle Sales team at firstname.lastname@example.org or phone them on 01302 325555.
The AUP is an integral part of this Agreement and, unless otherwise expressly stated, all references to this "Agreement" include reference to the AUP. You can read the AUP here.
In this Agreement, the following terms shall have the following meanings: "Commencement Date" means the date from which Isle provides the Service to you; "Equipment" means the equipment (including any software) provided to you for the provision of the Service, which is and will remain at all times the property of Isle; "Initial Period" means the period of twelve (12) months from the Commencement Date; "you"/"your" means the customer as described on the Order Form.
2. Licence Grant and Supply of Service
- The provisions of the Order Form and this Agreement are not binding on Isle unless and until Isle confirms acceptance in writing of your order. Isle reserves the right to decline any application to subscribe to the Service in its sole discretion.
- Isle grants you a non-exclusive, non-transferable royalty-free and restricted licence to use any software which forms part of the Service for the period of this Agreement.
- Isle shall use reasonable endeavours to provide the Service from the Commencement Date, but Isle does not guarantee that the Service will be error-free or uninterrupted.
- You shall, at all times, comply with the AUP.
- Any third party software provided with the Service together with such third party's electronic or printed licence agreement is included for use at your sole option, and any use of such third party software shall be governed by the third party's licence agreement and not by this Agreement.
- From time to time, we may alter the features and functions made available as part of the Service, but we shall use all reasonable endeavours to ensure that the overall quality, quantity and variety of features and functions remain consistent.
- On acceptance and confirmation by us of your application for the Service, we will allocate an Client Ref to you, a password and various other personal identifiers. It is your responsibility to keep them safe and not disclose them to any one else. You are responsible for all use of the Service accessed via these passwords or personal identifiers (including, without limitation, all charges incurred and any breaches of this Agreement) even where the Service is not actually used by you but some other person or organisation using the passwords or personal identifiers.
- You will keep the password and personal identifier confidential and will immediately notify Isle if any unauthorised third party becomes aware of the password or personal identifiers.
- Isle may temporarily suspend the Service for the purpose of repair, maintenance or improvement of any of Isle's facilities which are necessary to provide the Service, or vary the technical specification of the Service for operational reasons subject to Isle giving you as much on-line, written or oral advice as is reasonably practicable in the circumstances, and restoring the Service as soon as reasonably practicable after such temporary suspension.
- Isle reserves the right to monitor your use of the Service.
- You acknowledge that you have no right to any physical access to the premises from which the Service is provided or any other Isle premises.
- You acknowledge that if you prevent Isle from having access to your Equipment including without limitation by changing the password on the "root" user account, denying access to the "root" user or turning off or reconfiguring the "Personal Control Panel" service, Isle may not be able to provide the Service, including, without limitation, backups and user support of the Equipment. In these circumstances Isle will not be liable to you in any way for not providing any part of the Service to you.
3. Amendment of this Agreement
Isle reserves the right to amend the provisions of this Agreement at any time. If we do amend this Agreement, we shall display a notice on www.isle.co.uk for a period of thirty (30) days prior to the amendment coming into effect, informing Users of the amendment and the date on which it is to come into force. Your continued use of the Service after any amendments to the provisions of this Agreement shall be deemed to be your binding acceptance of such amendments. If you are a consumer you will have the right to end this Agreement by written notice at any time up to the date on which the amendment comes into force.
4. Your Details
- To order the Service you need to supply us with certain personal information or data. Isle will comply with applicable data protection legislation. However, it is your responsibility to keep the personal data that you provide to us up to date. We may send notices or other information to you at the address you give us. We will not pass these details to other companies without your express prior written consent.
- You warrant and undertake to us that all of your personal data and contact details are accurate and complete.
- If you breach any of this Agreement or otherwise jeopardise or compromise the integrity of our network, we may take whatever steps we consider appropriate and proportionate in order to investigate and resolve any such matter. Without limitation, you authorise us to use your personal data and other information relating to your use of the Service in connection with any such investigation, including by disclosing it to any third party whom we consider has a legitimate interest in any such investigation or its outcome.
- You may be subject to a standard credit check. The information that you provide may be disclosed to a licensed credit reference agency, which will retain a record of the search, and you authorise us to make such disclosures.
- You shall pay annually in advance for the Service. Isle may, in its sole discretion, permit you to pay monthly at the start of each month.
- You may be required to pay charges and fees by third parties (for example, telecommunications operators) in order to access and use the Service and it is your responsibility to pay such charges and fees.
- Isle reserves the right to increase or decrease the fees for the Service from time to time. Details of any such increase or decrease shall be posted in accordance with clause 3 of this Agreement.
- Without prejudice to any other rights of Isle, Isle reserves the right to charge interest on overdue amounts (under this clause or any other clause) from the date on which payment thereof was due, to the date on which it is made (whether before or after judgement) on a daily basis at a rate of 4% per annum over the base rate from time to time of Barclays Bank Plc. You shall reimburse to Isle all costs and expenses (including legal costs) incurred in the collection of any overdue amounts. Interest shall continue to accrue and costs and expenses shall continue to be reimbursed after the termination of this Agreement for any reason.
- If at any time before or during the term of this Agreement you fail to meet the standard of credit worthiness deemed acceptable by Isle from time to time, Isle shall be entitled:
- to require you to make such regular instalment payments in advance on account of any future charges as Isle shall deem necessary;
- to impose credit limits on you in respect of charges and to suspend the Service at any time when such limits are reached until payments in full of such outstanding charges has been reached;
- to impose such other measures on your right to use the Service as Isle shall reasonably deem necessary.
In the event that you do not act in accordance with Isle's instructions as provided above, Isle shall be entitled to terminate this Agreement forthwith.
6. Term and Termination
- This Agreement and the licence granted to you under this Agreement shall commence on the Effective Date and shall end no earlier than on the expiry of the Initial Period, subject to earlier termination as provided in this Agreement.
- You may terminate this Agreement forthwith if Isle fails to comply with any of the material terms or conditions of this Agreement.
- Isle may terminate this Agreement by giving the other party thirty (30) working days advance written notice at any time.
- Isle may terminate this Agreement forthwith if:
- you fail to comply with any of the material terms or conditions of this Agreement; or
- Isle is precluded from providing the Service by law or by the decision of any competent judicial, governmental or regulatory body;
you become insolvent or bankrupt;
you commit a breach of the AUP which in Isle's reasonable opinion is serious enough to merit immediate termination;
- you provide Isle with any false, inaccurate or misleading information for the purpose of obtaining the Service.
- You shall be entitled to terminate this Agreement by notice effective on receipt by Isle of the notice, if you do not consent to any material change to this Agreement.
- The right to terminate this Agreement shall not prejudice any other right or remedy of Isle in respect of any breach or any rights, obligations, or liabilities accrued prior to termination.
- Upon termination of this Agreement, you shall immediately stop using the Service and the licence granted by these conditions shall end forthwith.
7. Proprietary Rights
- All title, interests and rights (including but not limited to ownership and intellectual property rights) in the Service shall remain in Isle and/or its suppliers. You acknowledge such title, interest and rights and shall not take any action to jeopardise, limit or interfere in any manner with Isle's or its suppliers' title, interests or rights with respect to the Service, including, but not limited to, the use of Isle's trade marks or trade name.
- Title and related rights in the content accessed through the Service are the property of the applicable content owner and are protected by applicable law. The licence granted under this Agreement does not give you any interests or rights in such content.
- For the avoidance of doubt, you acknowledge that you shall not have any proprietary rights arising from any modifications, enhancements or fixes made to the Service during the term of this Agreement.
- Except as otherwise expressly permitted in this Agreement, you shall not:
- redistribute, encumber, sell, rent, lease, sub-licence, use the Service or otherwise transfer rights to the Service to any third party, whether in whole or in part;
- use the Service except in conjunction with Isle's recommended operating environment, as notified by Isle;
use the Service for any purpose other than in accordance with this Agreement and the AUP;
- reverse engineer, decompile or disassemble the Equipment;
- use the Service in a way, which in Isle's sole and reasonable opinion, does not comply with the terms of any legislation or licence applicable to you or Isle, or in any way that is fraudulent or unlawful, or has any fraudulent or unlawful purpose or effect; and
send, knowingly receive, upload, download, use or re-use any material which Isle in its absolute discretion deems defamatory or which is in breach of any, copyright or any patents, trade marks, trade names, design rights, rights in format or presentation (whether registered or not) and any applications for the protection of these rights and all renewals and extensions thereof throughout the world, confidentiality or other rights.
- You may resell the service to your customers provided that they agree to abide by the terms of this Agreement and the AUP or terms substantially the same as this Agreement and the AUP. You agree that you will remain primarily liable for the acts and/or omissions of anyone to whom you resell the Service and you will indemnify Isle and its suppliers and resellers against any claims or damages arising from their use of the Service.
9. Disclaimer of Warranties
- Except insofar as is prohibited by law, Isle disclaims all express or implied warranties and representations and in particular, but without limitation of the foregoing, Isle disclaims any express or implied warranties that might arise from a course of dealing, usage or trade practice or regarding hidden functionality within the Equipment which may be detrimental to the operation and/or security of the system including but not limited to viruses. You accept all risks and liabilities associated with your use of the Service.
- This disclaimer of warranties clause constitutes an essential part of this Agreement; no use of the Service is authorised under this Agreement except subject to this disclaimer.
10. Limitation on Liability and Indemnity
- Except as otherwise provided herein, Isle shall not have any liability under this Agreement other than in respect of:
- death or personal injury arising from its own negligence or that of its employees, agents or contractors while acting in the course of their employment by Isle; or
- direct physical damage to your property or premises to an amount not exceeding £100,000 in respect of any one event or series of connected events where such damage arises from the negligence of Isle, its employees, agents or contractors while acting in the course of their employment by Isle; or
- any liability of Isle which cannot by law be excluded or restricted.
- You are solely responsible for any liability arising out of any content provided by you and/or any material to which users can link through such content.
- You agree to indemnify Isle and its suppliers and resellers against any claims, losses or damages arising from your use of the Service.
11. High Risk Activities
The Service may contain errors and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation, traffic or communication systems, air traffic control, direct life-support machines, or weapons systems, in which the failure of the Service could lead to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). Accordingly, Isle and its suppliers specifically disclaim any express or implied warranty of fitness of the Service for use for High Risk Activities.
You must implement and adhere to the AUP. You must maintain the configuration established by Isle in relation to internal security mechanisms designed to protect the integrity of the Service. You agree to indemnify Isle against any loss or damage whatsoever to Isle caused by a breach of this clause 12 and agree to pay for any remedial action required to be taken by Isle to your Service as a result of any action taken by you in contravention of this clause.
Any notice required or permitted under this Agreement must be in English, in writing and sent to Isle at :
Business Customer Sales,
Isle Communications Group Ltd,
1 Regent Terrace,
Isle will send any notices to you at the address provided or at such other address as you shall notify to us in writing.
- This Agreement and the AUP constitute the entire agreement between the parties concerning the subject matter of this Agreement. It supersedes all prior agreements and communications, whether oral or written, between the parties relating to the subject matter of this Agreement, and all past courses of dealing or industry custom.
- This Agreement shall be governed by the laws of England and subject to the non-exclusive jurisdiction of the Courts of England. This clause shall survive termination of this Agreement.
- If any provision of this Agreement (whether in part or in whole) is held by a court of competent jurisdiction to be illegal, invalid or unenforceable the remaining provisions of this Agreement shall remain in full force and effect.
- Any waiver of any breach of any provision of this Agreement will not constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions of this Agreement. A waiver of a provision or breach of a provision of this Agreement will only be effective if made in writing and signed by an authorised representative of the waiving party.
- You may not sell, lease, sub-licence, assign or otherwise transfer, whether in whole or in part, by operation of law or otherwise, this Agreement or any rights or obligation herein (other than as provided in clause 8.2) without the prior express written consent of Isle.
- We reserve the right to assign or sub-contract any or all of our rights and obligations under these Conditions without your consent.
- Neither party will be in default or be liable for any delay, failure in performance (excepting the obligation to pay) or interruption of service resulting directly or indirectly from any cause beyond its reasonable control (including but not limited to any actions of a third party supplier or telecommunications network).