Terms and Conditions

Acceptable Use Policy of Network Services

Illegal Use

The Tech Support Group Network and Services may be used for lawful purposes only and in compliance with all current and future statutes in force from time to time. The Customer agrees not to use the Service to send or receive materials or data which is in violation of any law or regulation or which is defamatory, offensive, abusive, indecent, obscene or in breach of confidence, privacy, trade secrets or in breach of any third party Intellectual Property rights (including copyright) or in breach of any other rights.

You are prohibited from storing, distributing or transmitting any unlawful material through our services. Examples of unlawful material include: direct threats of physical harm; hardcore and child pornography; and copyrighted, trademarked and other proprietary material used without proper authorisation. You may not post, upload or otherwise distribute copyrighted material on our servers without the consent of the copyright holder. The storage, distribution, or transmission of unlawful materials could lead to UK authorities alleging criminal liability.

Violations of System of Network Security

Any violations of systems or network security are prohibited, and may result in the User facing criminal and civil liability. Tech Support Group will investigate incidents involving such violations and will inform and co-operate with the relevant law enforcement organisations if a criminal violation is suspected. Violations may include, but are not limited to, the following:

Unauthorised access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network;

Unauthorised monitoring of data or traffic on any network or system without express authorisation of the owner of the system or network; or

Interfering with any user, host or network including mailbombing, flooding, deliberate attempts to overload a system and broadcast attacks.

You may not store or distribute certain other types of prohibited material on our servers. Examples of prohibited material include, but are not limited to, programs containing viruses or Trojan horses and tools to compromise the security of other sites.

Email Use

We will investigate complaints regarding e-mail and may take action based on the rules set out below. If an e-mail message is found to violate one of the policies below, or to contain unlawful material.

You may not send e-mail to any user who does not wish to receive it, either at Tech Support Group or elsewhere. We recognise that e-mail is an informal medium, however, users must refrain from sending further e-mail to a user after receiving a request to stop.

Unsolicited advertising mailings, whether commercial or informational, are strictly prohibited. You may send advertising material only to addresses that have specifically requested it. We will not forward mail of accounts terminated for bulk mailing or unsolicited advertising. Chain letters are unsolicited by definition and may not be propagated using our services.

You may not send, distribute, or reply to mailbombs. Mailbombing is defined as either e-mailing copies of a single message to many users, or sending large or multiple files or messages to a single user with malicious intent.

You may not use false email headers or alter the headers of e-mail messages to conceal their e-mail address or to prevent Internet users from responding to messages. You must not use any email address that you are not authorised to use.

Violations of the AUP outlined in this document can sometimes result in massive numbers of e-mail responses. If our users receive so much e-mail that our resources are affected, we may shut down a user's account.

Tech Support Group adhere to the ISPA guidelines for bulk unsolicited mail.

World Wide Web Usage

You are solely responsible for the content of Web pages owned and/or operated by you.

We reserve the right to remove any Web page on our servers at any time and for any reason.

We will investigate complaints regarding inappropriate material on Web pages within our domain and may, in our sole discretion, require that the material be removed.

You may not use World Wide Web pages within or outside our domain to violate any part of the AUP, or to attempt to disrupt the pages or Internet experiences of other users.

Investigation

We have in place a procedure for handling your complaints about material stored and/or accessed via our service. If you wish to make such a complaint, please ensure that you make your complaint by email to support@techsg.co.uk. If you do not use this facility we cannot guarantee that your complaint will be dealt with promptly.

Tech Support Group Ltd reserves the right to investigate suspected violations of the AUP. When we become aware of possible violations, we may initiate an investigation, which may include gathering information from the user involved and the complaining party, if any, and examination of material on our servers. Much of the AUP reflect acts that may constitute breaches of United Kingdom legislation or regulations and may in some cases carry criminal liability.

During an investigation, we may suspend the account involved and/or remove the material involved from our servers. Such action may include temporary or permanent removal of material from our servers, the cancellation of newsgroup postings, warnings to the user responsible, and the suspension or termination of the account responsible. We will determine what action will be taken in response to a violation on a case-by-case basis.

The customer acknowledges that Tech Support Group may be required by current or future law or regulation, including but not limited to the Regulatory of Investigatory Powers Act 2000, to access, monitor, store, take copies of, or otherwise deal with the Customer's data stored on or transmitted by the Service. Without limitation, you expressly authorise us to use your personal data and other account information in connection with any such investigation, including by disclosing it to any third party authority that we consider has a legitimate interest in any such investigation or its outcome.

Tech Support Group reserves the right to terminate the Service with immediate effect and without further obligation or liability to the Customers as required by any law enforcement organisation or by the Courts.

Regulation of Investigatory Powers (RIP)

Tech Support Group will take action to comply with the provisions contained in the RIP Act and any regulations enacted under it and shall fully co-operate with the UK authorities empowered under the Act.

Data Protection

Tech Support Group is committed to ensuring that any personal data supplied by its customers or is otherwise generated by its business activities is collected and processed fairly and lawfully.

Tech Support Group needs certain personal data to enable it to provide its products and services to its customers and end users. The personal data collected will generally include: company name, individual contact names, job titles, postal address, telephone numbers, fax numbers and e-mail addresses. Tech Support Group also has access to personal data that is generated over the Tech Support Group network including IP and email addresses for incoming and outgoing data and network usage data.

In certain circumstances Tech Support Group may also collect financial information about Tech Support Group customers and end users from third parties to enable Tech Support Group to assess its risks in granting credit terms.

Tech Support Group obtains personal data in a number of ways including orders placed by customers and end users, from enquiries made by existing customers and potential customers via the Tech Support Group website, from third party list brokers; from service partners, and directly from the Tech Support Group network.

Most of Tech Support Group's use of personal data is necessary to enable it to provide a service to its customers and end users, including order processing, delivery, installation and support services as well as for invoicing and in order to answer general customer enquiries. In addition, Tech Support Group may also use personal data to improve on the level and type of service Tech Support Group offers to its customers. Tech Support Group may process personal data for the purposes of sales analysis and customer usage statistics.

Tech Support Group may from time to time inform its customers, end users and potential customers about Tech Support Group products and services and other information Tech Support Group feels may be of interest. Customers and other recipients of information from Tech Support Group may indicate at any time whether they want to receive information about Tech Support Group's products and services or not.

Tech Support Group does not disclose personal data to unaffiliated third parties unless customer consent has been obtained. We are obliged to disclose personal date when: We are required by law or where Tech Support Group has contracted with third parties to assist in providing services to Tech Support Group customers such as for delivery, installation and systems support services. Tech Support Group will also pass personal data within its internal departments in order to fulfil sales and support obligations as well as to finance departments to enable invoicing.

Tech Support Group has implemented internal security procedures that restrict access to and disclosure of personal data within Tech Support Group. Tech Support Group will actively investigate and cooperate with law enforcement agencies any allegations of abuse or violation of system or network security as set out in the Tech Support Group Acceptable Use Policy.

The law in certain jurisdictions (including countries within the European Economic Area) gives individuals whose personal data is held by Tech Support Group specific rights to access and rectify personal data held about them. These include the right to: obtain from Tech Support Group confirmation that personal data is held, as well as a written description of such personal data, the purpose(s) for which it is being used, the source(s) of the personal data and details of any recipients; request the deletion or rectification of personal data which is inaccurate.

Hosting

We will provide to you the Service as described in the appropriate Service Description and in accordance with the Terms and Conditions of this Agreement.

Tech Support Group may vary the Service Description at any time but shall use all reasonable endeavours to notify you in writing before effecting any such variation, failing which it shall notify you as soon as practicable thereafter. If it can be demonstrated that such variation will materially affect or affects the Service delivered then you may terminate this agreement without penalty upon giving one month's notice in writing. Such termination shall be your sole remedy.

We will provide to you such installation and maintenance services for the Service (including, where applicable, the Tech Support Group Equipment) as are described in the relevant Service Description.

Where it is necessary for us to install and/or maintain the Service at your premises, you will provide us with such access as is reasonably required and any technical/personnel assistance reasonably necessary for the installation and maintenance of the Service including, for example and without limitation, electricity supply and suitable accommodation and environmental conditions for the housing of the Tech Support Group Equipment. We will notify you in advance where we require you to make such access available.

All installation and maintenance services will be carried out by our personnel or appointed agents who shall lease with your nominated representative.

If you are subscribed to any managed services (as described in the relevant Service Description), you will at all times provide our personnel or appointed agents, such access as we reasonably require to the Service either at your premises or via the Tech Support Group Network, in order to enable us to carry out management of the Service. In the case of non-managed service(s) we will use reasonable endeavours to notify you in advance where we require you to make such access available.

You are responsible for any Tech Support Group Equipment while it is located at your premises and you will only use the Tech Support Group Equipment and any associated software in accordance with any instructions and/or software licence we provide to you from time to time. You may not add to, modify, tamper or in any way interfere with the Tech Support Group Equipment and we will not be liable for any repairs of the Tech Support Group Equipment other than those arising as a result of normal and proper use of it.

You will insure any Tech Support Group Equipment located on your premises against loss or damage from all risks for an amount equal to the full replacement value of the Tech Support Group Equipment.

The Tech Support Group Equipment, together with any Tech Support Group supplied Internet Protocol address(s), shall be and remain our property at all times.

You will be liable to us for any loss or damage to the Tech Support Group Equipment except in so far as any such loss or damage is attributable to the negligent or wilful act or omission of us, our agents or subcontractors.

PSTN Lines

1. Definitions

1.1 In these conditions (unless the context otherwise requires):

“Acts” means the Telecommunications Act 1984 and the Communications Act 2003 and any amendments, modifications, re-enactments or replacements of the Acts that may be made from time to time;

“Contract” means the contract between you and us for the provision of the Services;

“Tech Support Group Network” means services provided to you on our network or the public switched telecommunications network;

“Recurring Charges” includes line and data circuit rentals, service fees and any other fees which are charged monthly as part of the Service;

“Services” means the telecommunications services to be supplied by us pursuant to the Contract;

“we”, “us” and “our” means Tech Support Group and its successors in title and assigns from time to time; and

“you” and “your” means the individual, partnership, limited company or other legal entity with whom the Contract is made, its successors in title and assigns.

1.2 Words in the singular shall include the plural and vice versa and references to one gender shall include the others.

1.3 The headings in these conditions are intended for reference only and shall not affect their construction.

2. General

2.1 These conditions shall apply to the Contract to the exclusion of any other terms and conditions contained or referred to in any order, letter, form of contract or other communication you send to us and the provisions of these conditions shall prevail unless expressly varied in writing and signed by a director on our behalf.  Where we specifically agree terms with you in writing those terms shall prevail over any conflicting terms in these conditions.

2.2 Any waiver of our rights under these conditions applies only to the circumstances for which it is given. Our failure or delay in exercising any right or remedy under these conditions or at law shall not constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise.

2.3 If any provision of these conditions is found to be invalid, illegal or unenforceable, that provision shall be deemed not to form part of these conditions, and the validity and enforceability of the other provisions shall not be affected.

3. The Services

3.1 We undertake to provide you with the Services in accordance with these conditions using reasonable skill and care. Except as otherwise provided in these conditions all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

3.2 If appropriate, you authorise us, our agents, employees or other authorised personnel, to reprogram and/or install access equipment on your premises, in order to provide the Services to you.

3.3 If we require, you will give your consent to us obtaining details of any incompatible equipment from your current telecoms service providers or the owners of such equipment.

3.4 Unless otherwise agreed in writing, equipment we install at your premises shall remain our property and you shall not obtain any rights or title to it. You are responsible for ensuring that it is returned to us in good condition.  If it becomes damaged or unusable (unless we damaged it or it becomes faulty) you agree to meet our reasonable costs for replacement or repair of the equipment.

3.5 All times, dates and periods given for performance of the Services are given in good faith and are estimates only and we shall not be liable for failure to meet such estimates.

4. Length of the Contract

4.1 The Contract shall come into force on and with effect from the date of written acceptance by us of your order or our commencing to supply the Services to you (whichever is earlier) (“the Commencement Date”) and shall continue (subject to early termination under these conditions) until the expiry of 3 months (“Minimum Contract Period”).  Thereafter, the Contract shall automatically renew for subsequent periods of 1 months (“Renewal Period”) at a time, unless you give us written notice terminating the Contract no less than 30 days prior to expiry of the Minimum Contract Period or then current Renewal Period. You may terminate the Contract early on payment of the early termination fee set out in condition 4.2.

4.2 The early termination fee is an amount equal to: (a) the total amount of Recurring Charges that would be paid until the end of the Minimum Contract Period or then current Renewal Period; plus (b) three times (3x) the value of your average monthly billing for call charges during the course of the Contract to date.

5. Your use of the Services

5.1 You acknowledge that you shall only have a licence to use for the duration of the Contract any UK telephone number(s) that we may allocate to you.  Further, you acknowledge that you do not acquire any other legal, equitable or other rights in relation to any such telephone number(s). You are not entitled to sell, transfer or assign any telephone number(s) allocated by us (unless such transfer is pursuant to condition 5.2) and neither are you permitted to register them as trademarks. Upon termination of the Contract, for whatever reason, your licence to use such telephone number(s) shall automatically terminate and thereafter you shall cease to use such telephone number(s) (unless they are subject to a transfer under condition 5.2).

5.2 You may request (in writing) us to port the UK telephone number that is allocated to you. Unless you owe us any money, we will process the transfer (provided we are able to do so) to your new telecommunications provider as soon as reasonably practicable. If you owe us any money, we will not process your request until you have paid us all the money you owe us. Our charge for processing the transfer will be £50 in respect of the first telephone number plus £10 for each additional telephone number which is part of the same request.

5.3 You undertake not to contravene the Acts or any other relevant regulations or licenses regarding the provision and use of the Services particularly, and telecommunications services generally.

5.4 You shall ensure that your telecommunications equipment shall at all times conform to the relevant standard or standards (if any) for the time being designated under the Acts and we shall not be under any obligation to connect or keep connected any of your equipment if it does not conform or if in our reasonable opinion it is liable to cause death, personal injury or damage to property or impair the quality of any the Services, or any other services, we provide or to put us in breach of our obligations to any third party. You shall also comply with all relevant statutes, regulations or other legislation in force from time to time.

5.5 You undertake to use the Services in accordance with the Acts, and any licence granted thereunder. You further undertake not to use the Services:

(a) as a means of communication for a purpose other than that for which the Services are provided;

(b) for the transmission of any material which is defamatory, offensive or of an abusive or obscene or menacing character or is of a nature which if transmitted would constitute a criminal offence or would infringe the rights of any third party including but not limited to contractual rights and intellectual property rights; or

(c) for any purpose which we may notify to you from time to time by reason of any relevant legislation which comes into force.

5.6 You shall indemnify us, and keep us indemnified, from all losses, fines, damages, claims, costs and expenses suffered or incurred by us arising from or in connection with your use of the Services in breach of the provisions of this condition 5 or in breach of any other provision of the Contract.

6. Our access to your premises and provision of information by you to us

6.1 To enable us to perform our obligations under the Contract you shall permit or procure permission for us, our agents, employees and any other authorised persons to have access to your premises (and any equipment located there) and shall provide such reasonable assistance and information as we shall request from time to time.  Access will usually be arranged by appointment.

6.2 If you request maintenance or repair work which is found to be unnecessary or you report a fault with our Service, but the fault turns out to be with your equipment or the equipment of a third party, you may be charged for that work and the reasonable costs we incurred in doing that work or investigating that fault. Where possible, we will give you notice that work is considered unnecessary prior to the completion of the work.

7. Suspension of the Service by us

7.1 We may at our sole discretion upon giving you written notice elect to immediately suspend the provision of the Services to you until further notice (without compensation) if:

(a) you are in breach of any term of the Contract;

(b) we are obliged to comply with an order, instruction or request of the UK Government, an emergency services organisation or other competent administrative authority; or

(c) you have failed to pay when due any amounts due to us under the Contract.

7.2 Where we suspend the Services as a consequence of your breach, you shall reimburse us for all reasonable costs and expenses we incur implementing such suspension or recommencing the provision of the Services, or both (such costs are typically a couple of hours of developer time).

7.3 If we exercise our right to suspend the Services this shall not restrict our right to terminate the Contract.

8. Our liability and limitation

8.1 Nothing in these conditions excludes or restricts our liability for:

(a) death or personal injury resulting from our negligence;

(b) fraud or fraudulent misrepresentation;

(c) breach of the condition as to title or the warranty as to quiet possession implied by section 2 of the Supply of Goods and Services Act 1982; or

(d) any other matter for which liability cannot be excluded or restricted under law.

8.2 In the event that the Services fail and your calls are diverted to another carrier, we shall not be obliged to pay any charges incurred by you with that carrier.

8.3 Nothing in these conditions shall impose any liability upon us in respect of our non-performance or the non-performance of the Services in accordance with the Contract where such non-performance is as a consequence, whether directly or indirectly, of your acts, omissions, negligence or default.

8.4 Subject to condition 8.1, we shall not be liable to you for loss of profit, loss of revenue, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of contract, loss of use, loss or corruption of data or information (in each case whether the same is direct, indirect or consequential) or any special losses, costs, damages, charges or expenses.

8.5 Subject to condition 8.1, our total liability in contract, tort (including negligence or breach of statutory duty) misrepresentation, restitution or otherwise to you arising in connection with the performance, or contemplated performance, of the Contract shall be for direct loss only and shall be limited to, and in no circumstances shall exceed, a sum equal to one (1) month’s billing for the Services by us to you based on the average billing for the Services over the previous three (3) months or, if the Services commenced within three (3) months of the date of the claim concerned, since the commencement of the Services.

9. Charges and payment

9.1 Unless otherwise agreed by a director of our company in writing, you agree to pay for the Services by direct debit mandate within 14 days of the date of our bill, such bill to be rendered once in each calendar month.  If we agree with you to accept payment by cheque we reserve the right to make a reasonable monthly handling charge to defray our additional costs.

9.2 We reserve the right to terminate your use of the Services without notice upon rejection of any direct debit mandate or payment or if your bank (or its agent or affiliate) seeks return of payments previously made to us, or any of our agents, when we, in good faith, believe you are liable for the charges. Such rights are in addition to and not in lieu of any other legal rights or remedies available to us.

9.3 You shall pay the price for the Services as set out in our quotation or tariff.  We shall be entitled to decrease our prices at any time, such decrease to apply to all Services provided after the date of the decrease and to be reflected in our next bill.  We shall be entitled to increase our charges at any time with effect from the start of a new monthly billing period provided that we notify you of any such increase prior to the start of the new monthly billing period, such increase shall take effect at the beginning of the new monthly billing period.

9.4 We shall prepare and send bills for telephone call charges each calendar month in arrears or in such other form and manner as shall be determined by us.  Call charges payable shall be calculated solely by reference to data recorded or logged by us whether or not the Services have been used by or with Your authority and irrespective of any fraud and such data shall, in the absence of manifest error, be final and binding.

9.5 We shall bill you monthly in advance for recurring charges and any other network or ancillary services for which you have contracted with us.

9.6 The time of payment shall be of the essence of the Contract.

9.7 Without prejudice to any other rights we may have, we are entitled to claim interest on overdue invoices under the Late Payment of Commercial Debts (Interest) Act 1998.

9.8 If it is necessary for us to send correspondence to you in order to obtain your payment for overdue accounts, we reserve the right make a charge of £20 per letter sent to you.

9.9 All sums referred to in the Contract are exclusive of value added tax and any other taxes of similar nature which may from time to time be introduced which shall (if applicable) be charged and are payable by you in the same manner as the usage charges.

9.10 The price for the Services shall be due in full to us in accordance with the terms of the Contract and you shall not be entitled to exercise any set-off, lien or any other similar right or claim.

10. Termination of the Contract

10.1 Notwithstanding any other provision of these conditions, we (without prejudice to our other rights) may terminate the Contract with immediate effect by giving you notice in writing, in the event that:

(a) you are in breach of any provision of the Contract and (where such breach is remediable) you fail to remedy that breach within 14 days of a written notice specifying the breach;

(b) you are subject to any form of bankruptcy or insolvency proceedings, including, taking steps towards bankruptcy, becoming insolvent, making any composition or arrangement with your creditors or making an assignment for their benefit, or having any execution, distress or seizure of your assets;

(c) any licence under which you have the right to run your telecommunication system and connect it to our system is revoked, amended or otherwise ceases to be valid; or

(d) you fail to make any payment when it becomes due to us.

10.2 You shall be deemed to have terminated the Contract if during the period of the Contract you switch all or part of your call traffic or line rental provision or Services from us to another telecoms provider.

10.3 On termination of the Contract for any reason you must pay us any outstanding charges for the Services up to the date of termination plus any other amounts that may apply.

11. Matters beyond reasonable control

11.1 Neither we nor you shall be liable to the other for any loss or damage which may be suffered by the other due to any cause beyond its reasonable control including without limitation any act of God, inclement weather, failure or shortage of power supplies, flood, drought, lightning or fire strike, lock out, trade dispute or labour disturbances, any act or omission of Government, highways authorities, other public telecommunication operators or other competent authority, or production or supply services of third parties.

12. Representations

12.1 No statement, description, information, warranty, condition or recommendation contained in a catalogue, price list, advertisement or communication or made verbally by any of our agents or employees shall be construed to enlarge, vary or override in any way any of these conditions.

13. Assignment

13.1 You shall not assign or delegate or otherwise deal with all or any of your rights or obligations under the Contract without our prior written consent.

14. Data protection

14.1 Both parties agree to comply with their respective obligations under the Data Protection Act 1998 and related regulations and obtain and maintain all relevant notifications and consents.

14.2 You acknowledge and agree that we may put your name and other details obtained from you into a computerised directory for internal use and for the purposes of providing the Services to you.

15. Miscellaneous

15.1 The Contract represents the entire understanding between you and us in relation to the subject matter hereof and supersedes all other agreements and representations made by either you or us, whether oral or written.

15.2 Failure by either you or us to exercise or enforce any right conferred by the Contract shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof of any other right on any later occasion.

15.3 All equipment which is supplied by us will remain our property until paid for in full.

15.4 Any notice, bill or other document which may be given by either you or us under these conditions shall be deemed to have been duly given if left at or sent by first class post to the other’s usual or last known place of business and such notice shall be deemed to be served immediately if left at the address for notice or 48 hours after posting if posted as aforesaid.

15.5 The Contract shall be governed by and construed and interpreted in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts.

Internet Services

Definitions

"Charges" means the charges for the Services as specified in the Order Form and as may be varied from time to time in accordance with clause 7.

"Conditions" means these standard terms and conditions for the Supply of Services detailed in the Order.

"Confidentail Information" means any and all information which relates to the business affairs, products, developments, trade secrets, know-how, personnel, clients and suppliers of either party or information which may reasonably be regarded as the confidential information of the disclosing party.

"Contracts" means the related contract for the supply of the Services detailed in the order.

"Customer" means the person, firm or company specified in the Order as the Customer.

"Force Majoure" means any cause affecting the performance by a party of its obligations arising from acts, events, omissions, or happenings beyond its reasonable control. Including (but not limited to) wars, riots, embargoes, strikes, lockouts, acts of god, insurrection, or civil commotion or any other causes or circumstances beyond the parties reasonable control.

"Initial Term" means the initial time period agreed for provision of the Service set out in the Contract.

"Instalaltion date" means the proposed installation date for the Service as defined in the relevant Order/Contract.

"Internet" means the worldwide TCP/IP (Transmission Control Protocol/Internet Protocol) network formed of an interconnector of companies, organisations and institutions, private and public networks

"Protocols" The Protocols and standards defined in the following internet documents: RFC 009,RFC 1122, RFC 1123, RFC 1250 and any existing or future protocols and standards as appropriate.

"Name" shall mean the name assigned to the Customer in relation to the provision of the Service including but not limited to a mailbox and domain names.

"Order" means the order placed by the Customer for the supply of the Services in accordance with the Conditions and the Contract.

"Order Form" means the Tech Support Group standard order form detailing the Service.

"Services" means the Services detailed in the Order and more particularly set out in the Contract.

“Services Commencement Date” means the date the Customer can begin to use the Service.

"Site" means the premises at which the Service is provided to the Customer.

"Tech Support Group Equipment" means any equipment which is supplied by or on behalf of TEch Support Group to the Customer or installed at the Customers Site for the purpose of providing the Service.

1.2 Reference to any statute or statutory provisions shall be deemed to include any statutory modifications or re-enactment’s thereof or any rules and regulations made thereunder or any enactment repealing and replacing the act referred to.

1.3 Unless the context otherwise requires references to Clauses shall be construed as references to clauses of these Conditions.

1.4 Headings are inserted for convenience only and shall not affect the construction or interpretation of these Conditions.

2. Standard Terms and Conditions

2.1 These Conditions, together with any applicable Contract, shall apply to all orders for the supply of Services by Tech Support Group to the Customer to the exclusion of all other terms and conditions, including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document.

2.2 Any variations of these Conditions shall have no effect unless expressly agreed in writing and signed on behalf of Tech Support Group. Tech Support Group may change these Conditions or the Contract from time to time by giving two weeks written notice.

2.3 For the avoidance of doubt any purchase orders placed will be accepted on the basis of Tech Support Group’s Conditions and not the Customer’s.

3. Provision of the Service

3.1 Tech Support Group agrees to provide the Customer with the Services in accordance with the standard Conditions and the Contract.

3.2 Tech Support Group shall provide the Services with all due skill, care and diligence in accordance with good industry practice, by utilising appropriately experienced, qualified and trained personnel and in accordance with its own established internal procedures.

3.3 Tech Support Group reserves the right to vary the technical specification of the Service where necessary for operational reasons and without diminishing the quality or speed of the Service, after giving reasonable notice to the Customer. The Customer agrees to follow any instructions and procedures of Tech Support Group with regard to the use of the Service.

3.4 Tech Support Group may provide guidance or instruction in relation to the Service, which it thinks reasonably necessary, in the interests of safety or the quality of the Service in relation to the Customer and Tech Support Group’s other Customers and end users. Any such instructions, whilst they apply, shall be deemed to form part of these Conditions.

3.5 Tech Support Group reserves the right at any time to make any modification, change, addition to or replacement of any part of Tech Support Group’s computer network or any software or Services where this is required to conform with any applicable safety or any other statutory or legal requirements, or at any other time provided that such modification, change, addition or replacement does not materially detract from, reduce or impair the overall quality or performance of the Service.

3.6 The Customer acknowledges that it is technically impractical to provide the Service free of faults and that Tech Support Group does not give an undertaking to do so. In the event of a fault in the Service the Customer must report it to Tech Support Group by the methods advised to the Customer at the commencement of the Service.

3.7 Tech Support Group will use its reasonable endeavours to maintain a service in accordance with the Service Level Agreement in the Contract. The Customer acknowledges that Tech Support Group cannot guarantee continuous uninterrupted use especially where Tech Support Group must carry out routine maintenance, repairs, reconfigurations or upgrades or in circumstances beyond its control including Force Majeure.

4. Installation and Maintenance

4.1 Tech Support Group offers Customers on-site installation for all of its Services and, Tech Support Group recommends that Customers have on-site installation to enable Tech Support Group to fully support the Services provided. Once Tech Support Group has conducted a site survey at the site an Installation Date will be arranged.

4.2 Tech Support Group will use all reasonable endeavours to install the Service in accordance with the Installation Date but any such date is provisional and maybe subject to alteration.

4.3 Where the Customer does not have an on-site installation carried out by Tech Support Group, the Customer acknowledges that Tech Support Group will be responsible for provision of the Service ONLY to the applicable network termination point at which Tech Support Group has absolute control.

4.4 Where it is necessary for Tech Support Group to install or maintain the Service the Customer will provide Tech Support Group with such access as it is reasonably required and any technical or personnel assistance reasonably necessary for the installation and maintenance of the Service including electricity supply and suitable accommodation and environmental conditions to accommodate the Tech Support Group Equipment.

5. Tech Support Group Equipment

5.1 The Customer shall be responsible for any Tech Support Group Equipment located at the Site and the Customer will only use the Tech Support Group Equipment and associated software in accordance with instructions and/or software license as detailed in clause 6, that Tech Support Group provides to the Customer from time to time. The Customer undertakes not to modify, tamper or in any way interfere with the Tech Support Group Equipment and Tech Support Group will not be liable for any repairs to the Tech Support Group Equipment other than those arising as a result of natural and proper use of it.

5.2 The Customer will insure any Tech Support Group Equipment located at the Site against loss or damage from all risks for an amount equal to the full replacement value of the Tech Support Group Equipment.

5.3 The Tech Support Group Equipment shall be and remains the property of Tech Support Group at all times and must be surrendered in resaleable condition, together with all manuals and packaging upon termination. Where the Customer fails to surrender the Tech Support Group Equipment, Tech Support Group reserves the right to retrieve the Tech Support Group Equipment directly from the Site.

5.4 The Customer will be liable to Tech Support Group for any loss or damage to the Tech Support Group Equipment except in so far as any such loss or damage is attributable to the negligent or willful act or omission of Tech Support Group.

6. Software

6.1 Tech Support Group hereby grants to the Customer and the Customer hereby accepts a non-exclusive and non-transferable license to use any software provided by Tech Support Group to access the internet, for the sole purpose of enabling the Customer to use the Service. The Customer hereby acknowledges that the title to all software is and shall remain with Tech Support Group or Tech Support Group’s third party licensors. The Customer hereby undertakes to use its best efforts to protect and keep confidential all Tech Support Group software used by it, and shall make no attempt to examine, copy, alter, reverse engineer, disassemble or tamper with such software.

6.2 The Customer agrees to comply with the terms of Tech Support Group’s end user license agreement and any other agreements reasonably required by the owners of any intellectual property rights in any software supplied to the Customer or its end users for the protection of the software and the owner’s rights therein. The Customer shall indemnify Tech Support Group in respect of any and all claims from third parties relating to infringement of third party licences or terms and conditions applicable to use.

6.3 Use of the Service by the Customer is deemed acceptance of any and all licences relating to the Service.

7. Domain Names

7.1 The Customer warrants that they are the owners of, or that they have been and are duly authorised by the owner to use,

any trademark or name requested or allocated as the Customers Name.

7.2 The Customer acknowledges that Tech Support Group cannot guarantee that any Name the Customer requests, will be available or approved for use.

7.3 Tech Support Group has the right to require the Customer to select a replacement Name and may suspend the Service if, in Tech Support Group’s opinion, there are reasonable grounds for Tech Support Group to believe that the Customer’s current choice of Name is, or is likely to be, in breach of the provisions of Clause 7.1.

7.4 If the Service includes the registration of an Internet domain name the Customer acknowledges and agrees that:

i%p 7.4.1. Tech Support Group does not represent, warrant or guarantee that any domain name applied for by the Customer or on the Customers behalf will be registered in the Customers requested name or is capable of being registered by the Customer or that the use of such domain name by the Customer will not infringe any third party rights. Accordingly, the Customer should take no action in respect of the Customer’s requested domain name(s) until the Customer has been notified that the Customer requested domain name has been duly registered and Tech Support Group will not be liable for any such action taken by the Customer.

7.4.2. The registration of the domain name and its ongoing use by the Customer is subject to the relevant naming authority’s terms and conditions of use and the Customer undertakes that they will comply with such terms and conditions. The Customer hereby irrevocably waive any claims the Customer may have against Tech Support Group in respect of any decision of a naming authority to refuse to register a domain name and, without limitation, the Customer acknowledges and agrees that any administration or other charge paid by the Customer in respect of the registration of the domain name is non- refundable in any event.

7.4.3. Tech Support Group accepts no responsibility in respect of the use of a domain name by the Customer and any dispute between the Customer and any other individual or organisation regarding a domain name must be resolved between the parties concerned and Tech Support Group will take no part in any such dispute. Tech Support Group reserves the right, on becoming aware of such a dispute concerning a domain name, at our sole discretion and without giving any reason, to either suspend or cancel the relevant service associated with the domain name, and / or to make such representations to the relevant naming authority, as Tech Support Group deems appropriate.

7.4.4. Any Internet Protocol address allocated by Tech Support Group to the Customer shall at all times remain Tech Support Group’s sole property and the Customer will have a non-transferable license to use such address for the duration of this Agreement. If this Agreement is terminated for whatever reason, the Customers license to use the Internet Protocol address shall automatically terminate and thereafter the Customer will not use such address.

8. Charges and Payment

8.1 In consideration of Tech Support Group providing the Services to the Customer, the Customer shall pay the Charges set out in the invoice.

8.2 Payment shall be made within fourteen (14) days of the date of a valid invoice from Tech Support Group or as stated on the order.

8.3 All Charges, costs, rates and fees are stated exclusive of Value Added Tax (VAT) and any other taxation that may be applicable. The customer shall pay the VAT and any additional taxes as set out on the Order/Invoice.

8.4 Where the Customer disputes any amount due under an invoice, the undisputed sum shall be immediately payable to Tech Support Group and the parties agree to resolve the disputed sum within 14 days. Tech Support Group reserves its right to suspend the Service if the dispute is not resolved within the 14 day time period.

8.5 If any payment is overdue Tech Support Group has the right to charge interest at 4% per annum above the base/lending rate of HSBC plc in force from time to time, from the date that payment is due until the date of actual payment. Such interest shall occur on a daily basis. Tech Support Group reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998. Additionally Tech Support Group reserves the right to terminate the Service where the Customer defaults in payment.

8.6 Any and all prices given as quotations are subject to change in accordance with Tech Support Groups current price list in force from time to time. All quotations are based on information supplied to Tech Support Group by the Customer. In delivering the Service additional and supplemental work may be required and the Customer agrees to pay such additional amounts as specified on the invoice.

9. Improper Use

9.1 The Service is provided for the Customers use only and the Customer undertakes not to resell, hire, lease or allow use of

the Service by any third party without the prior written consent of Tech Support Group

9.2 The Customer shall use the Service for lawful purposes only in compliance with all current and future statutes in force from time to time.

9.3 The Customer agrees not use the Service:

(i) to send or receive materials or data which is in violation of any law or regulation or which is defamatory, offensive, abusive, indecent, obscene or in breach of confidence, privacy, trade secrets or in breach of any third party Intellectual property rights (including copyright) or in breach of any other rights.

(ii) in a manner which constitutes a violation or infringement of the rights of any person or a violation or infringement of any statutory duty or obligation in contract tort or otherwise, to any third person.

(iii) in breach of instructions that Tech Support Group have provided to the Customer in respect of the use of the Service.

(iv) other than in conformance with Tech Support Group’s acceptable use policies and the Internet Protocols as published from time to

time.

9.4 The Customer acknowledges that Tech Support Group may be required by current or future law or regulation to access, store and/or take copies of the Customers data stored on or transmitted by the Service. Tech Support Group reserves the right to terminate the Service with immediate effect andwithoutfurtherobligationorliabilitytotheCustomerasrequiredbyanylaw enforcement organisation or by the Courts.

9.5 The Customer agrees that they will not use a Name so as to infringe the rights of any other person or company under statute or common law in a corresponding trademark or name. The Customer also agrees to comply with the terms and conditions of any third party through which Tech Support Group has supplied the Name to the Customer.

9.6 Tech Support Group reserves the right to restrict the passage of communications where the customer makes profligate use of the Tech Support Group network or the Service to the detriment of Tech Support Group or Tech Support Group’s other Customers, until the Customer gives an acceptable undertaking to Tech Support Group to modify its use of the Service.

Any breach of this clause by the Customer will entitle Tech Support Group to suspend the Service without notice with immediate effect, Tech Support Group may restore the Service if the Customer gives an acceptable assurance that there will be no further contravention.

10. Customer Indemnity

10.1 The Customer undertakes to fully and effectively indemnify and to keep Tech Support Group indemnified at all times against all actions, proceedings, costs, claims, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements) sustained, incurred or paid by Tech Support Group in respect of:

(i) access to or use of the Service by the Customer;

(ii) any information, data or material produced, transmitted or downloaded;

(iii) any breach by the Customer of clause 9 or any of these Conditions, or of any law, code or regulation relating to these Conditions;

10.2 The Customer shall provide full notice of such claims and gives Tech Support Group full authority to defend, compromise or settle such claims and all reasonable assistance necessary to defend such claims.

11. Suspension of Service

11.1 Tech Support Group reserves the right to suspend the Services for the following reasons;

(i) in order to upgrade, repair or maintain the Service (including the telecommunication link, hardware or software).

(ii) where the Customer fails to pay the Charges for the Services in accordance with Clause 8

(iii) where the Customer makes improper use of the Services in breach of its obligations under these Conditions in particular Clause 9

(iv) where the Customer does or suffers anything to be done which jeopardises the Service or any network to which it is from time to time connected;

(v) where Tech Support Group is obliged to comply with an order, instruction or request of Government or other competent administrative authority;

(vi) where Tech Support Group has reason to terminate under clause 15;

(vii) where the Customers network or equipment is being used or is suspected of being used by a third party for spamming, hacking, denial of service or any other action that is or may be detrimental to the Service or the network.

11.2 Where suspension of the Services is necessary for the purposes of repair, maintenance or improvement of any of Tech Support Group’s Service, Tech Support Group will use all reasonable endeavours to carry out such work between the hours of 00.00 and 05.00 and shall restore the Service as soon as reasonably practical in the circumstances. Tech Support Group may request the Customers agreement to carry out certain work outside these hours.

11.3 If Tech Support Group exercises its right of suspension under this clause this will not exclude its right to terminate the Service later in respect of that or any other event, nor will it prevent Tech Support Group claiming damages from the Customer in respect of any breach.

12 Exclusion of Warranties /Limitation of Liability

12.1 Tech Support Group does not exclude or limit its liability to the customer for death or personal injury resulting from Tech Support Group’s negligence.

12.2 TECH SUPPORT GROUP IS NOT LIABLE AND WILL NOT BE LIABLE IN ANY CIRCUMSTANCES WHETHER IN CONTRACT, TORT OR OTHERWISE (INCLUDING LIABILITY IN NEGLIGENCE), FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE WHICH RESULTS OR MAY RESULT FROM THE CUSTOMERS USE OF THE SERVICE (INCLUDING BUT NOT LIMITED TO DELETION OR LOSS OF FILES, DEFECTS OR DELAYS IN TRANSMISSION OR ANY FAILURE OF THE SERVER OR THE INTERNET) OR THE CUSTOMERS ACCESS TO THE INTERNET OR USE THEREOF FOR ANY PURPOSE WHATSOEVER OR FOR ANY RELIANCE ON OR USE OF INFORMATION SERVICES OR GOODS PURCHASED ON OR THROUGH THE SERVICES OR THE INTERNET.

12.3 Tech Support Group’s liability in contract, tort or otherwise arising out of or in connection with the performance of Tech Support Group’s obligations under this Agreement shall be limited to £10,000 for any one incident or series of incidents and £500,000 in aggregate.

12.4 TECH SUPPORT GROUP EXCLUDES ANY LIABLITY FOR:

(i) THE TRANSMISSION OR RECIEPT OF INFRINGING INFORMATION OF WHATEVER NATURE TRANSMITTED VIA THE SERVICE

(ii) FOR LOSS OR DAMAGE TO DATA STORED, TRANSMITTED OR USED ON THE SERVICE OR TECH SUPPORT GROUP’S NETWORK

(iii) FOR LOSS OR DAMAGE SUFFERED BY THE CUSTOMER AS A RESULT OF ANY VIRUS OR OTHER HOSTILE COMPUTER PROGRAM BEING INTRODUCED, DENIAL OF SERVICE, SPAMMING, OR HACKING AS A RESULT OF USE OF SERVICE

12.5 Tech Support Group will use its reasonable endeavours to provide the Customer with continuous Internet access but Tech Support Group does not warrant or represent that it can do so since neither Tech Support Group or any other party has any control over the Internet as a whole as it is a global decentralised network of computer systems.

12.6 Except as expressly set out in these Conditions all conditions or warranties whether express or implied by statute, common law or otherwise (including but not limited to satisfactory quality and fitness for purpose) are hereby expressly excluded to the extent permitted by law.

12.7 The Customer acknowledges that Tech Support Group is unable to exercise control over the information transmitted via the Service, the connection or the network and that Tech Support Group do not examine the use to which Customers put the Service or the nature of the information and/or software they are sending or receiving, hence in accordance with clause 12.4 Tech Support Group excludes all liability of any kind for the transmission or reception of infringing information of whatever nature.

12.8 Each provision of this clause 12 excluding or limiting liability shall be construed separately and shall apply and survive even if for any reason one or other of these provisions is held inapplicable or unenforceable.

13 Intellectual Property

13.1 Any and all intellectual property rights used or embodied in or in connection with the Service shall be and remain the sole property of Tech Support Group or Tech Support Group’s licensors. No title or intellectual property rights therein or in any modification or extension thereof shall pass to the Customer unless specifically stated under the Contract.

13.2 All intellectual property rights used or embodied in the Service or any software or other material supplied by the Customer to Tech Support Group in connection with the Service shall be and remain the sole property of the Customer or of the Customer’s licensors. No title or intellectual property rights therein or in any modification or extension thereof shall pass to Tech Support Group.

14. Data Protection

14.1 The Customer warrants that they will duly observe all their obligations under the relevant Data Protection Acts which arise in connection with these Conditions and the Services provided. The Customer shall indemnify Tech Support Group against any loss or damage which Tech Support Group may sustain or incur as a result of any breach of the said undertaking.

14.2 The Customer agrees that Tech Support Group may put their name and other details obtain from the Order Form into a computerised directory for internal use and to enable Tech Support Group to provide the Service, unless the Customer gives specific written instructions to the contrary.

14.3 Rights of subject access will be in accordance with the Data Protection Act 1998 and upon request in writing and payment of the appropriate fee.

15. Term and Termination

15.1 Tech Support Group will provide the Service with effect from the Installation Date and shall continue to provide the Service for the Initial Term and thereafter where the Services are renewed in accordance with the Contract.

15.2 Following the Initial Term either party may terminate the Service on giving three months written notice to the other party

15.3 Tech Support Group may suspend the Service temporarily or terminate the Service by immediate notice if the Customer:

(i) Does not pay any invoice within 14 days of the date the invoice is due for payment.

(ii) If control or ownership of the Customer changes unless Tech Support Group gives its written agreement to reassignment.

15.4 Either party may terminate the Service by written notice to the other if:

(i) That other party is in breach of any material term of these Conditions and has not remedied such breach within thirty [30] days of the date of a written notice requesting it to do so.

(ii) The other party has a receiver or manager appointed over the whole or any substantial part of its assets.

(iii) The other party becomes insolvent, goes into liquidation, becomes subject to an administration order or makes any composition or arrangement with its creditors (other than for the purposes of amalgamation or reconstruction).

(iv) The other party causes or threatens to cease to carry on business.

16. Consequences of Termination Upon Termination:

16.1 The Customer shall pay to Tech Support Group any and all outstanding Charges and costs relating to the Services.

16.2 the Customer shall immediately return the Tech Support Group Equipment in accordance with clause 5.3.

5p 16.3 The exercise of rights of termination under clause 15 will not prejudice any right to damages or other rights or remedies in respect of the default giving rise to such termination or in respect of any rights or obligations already accrued under these Conditions at the date of termination.

16.4 The provision of clauses 5, 8, 10 and 18 shall survive termination under these Conditions.

17. Notices

Any notice required under these Conditions or required by statute law or regulation shall be delivered in person, sent by registered mail, properly posted and fully pre-paid in an envelope or sent by facsimile or e-mail to the respective parties at their respective registered offices.

18. Confidentiality

18.1 Both the Customer and Tech Support Group undertake that they will hold in confidence and shall not divulge any of the Confidential

information received from the other.

18.2 The provisions of this clause 18 shall not apply to any information which:

(i) is or becomes public knowledge other than by a breach of this clause;

(ii) is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party;

(iii) is recovered from a third party who lawfully acquired or developed it and who is under no obligation restricting its disclosure;

(iv) is required to be disclosed by a court or administrative body of competent jurisdiction;

18.3 Nothing in this clause shall prevent Tech Support Group from disclosing any Confidential Information provided by the Customer to any Group Company, consultant or another person engaged by Tech Support Group provided that Tech Support Group shall take all reasonable steps to ensure that such information is held in confidence.

19. Force Majeure

19.1 Neither party shall in any circumstances be liable to the other for any loss of any kind whatsoever including but not limited to any damages or abatement of Charges whether directly or indirectly caused to or incurred by the other party by reason of any failure or delay in the performance of its obligators hereunder which is due to Force Majeure.

19.2 If either of the parties shall become aware of circumstances of Force Majeure which give rise to or which are likely to give rise to any such failure or delay on its part shall forthwith notify the other by the most expeditious method then available and shall inform the other of the period which it is estimated that such failure or delay shall continue.

20. Assignment

The Customer may not assign or delegate their rights or obligations under these Conditions without the prior written consent of Tech Support Group. Tech Support Group reserve the right to assign any of their rights and obligations under these Conditions and will provide notice to the Customer of any such assignment.

21. Entire Agreement

These Conditions together with the Contract constitute the entire agreement between the parties and supersedes any previous agreement between the parties relating to the Service.

22. Severance

If any provision of these Conditions is found by any Court or administrative body of competent jurisdiction to be invalid or unenforceable such invalidity or unenforceability shall not affect the rest of these Conditions which shall remain in full force and effect.

23. Non-waiver

The failure to exercise or delay in exercising a right or remedy provided by these Conditions or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies.

24. Governing Law

These Conditions are governed by and shall be construed in accordance with the Laws of England and both parties submit to the exclusive jurisdiction of the English Courts.