In this Agreement, unless the context requires otherwise, the following words shall have the following meanings:
The Services shall be as described in this Agreement and any associated Schedules. All Schedules shall be deemed to be an offer from the Client and shall only be deemed accepted by Crident Networks when counter-signed by an authorised representative of Crident Networks. In the event of any conflict between any provision in this Agreement and those in the Schedule then the provision in the Schedule shall prevail.
The Client, where the Client an individual, or the person entering into this Agreement on behalf of the Client, where the Client is an entity, and capable and authorised to enter into this Agreement.
Crident Networks reserves the right at any time and from time to time to amend, improve or correct the Services, Software and/or Hardware (or any part thereof) provided that such modification does not materially affect the overall quality of the Services. This includes the right to substitute the Hardware with Hardware of similar specification, where necessary. Crident Networks shall endeavour to give the Client reasonable notice of such modifications but this may not always be possible and Crident Networks shall not be liable to the Client or to any third party for any such modification or any failure to give such notice Crident Networks reserves the right at its sole discretion to suspend any or all of the Services (temporarily or permanently) on the occurrence of any unscheduled maintenance or any of the following (each of the following shall be a "Suspension Events"):
(i) Notified Maintenance;
(ii) issue by any competent authority of an order which is binding on Crident Networks and which affects the Services and which can only be dealt with properly by suspension of the Services;
(iii) if the Client fails to pay any amounts due under this Agreement when they are due; (iv) if any events occur which would entitle Crident Networks to terminate this Agreement;
(v) the Bandwidth used by the Client in relation to the Services exceeds the agreed level and Crident Networks determines in its sole discretion that such suspension is necessary to protect all and any Internet solutions provided by Crident Networks from time to time.
It is the Client's responsibility to keep the server security and software up to date. Whilst Crident Networks will make reasonable attempts to keep services secure the limitation on lability resulting in any breach, wether preventable or not, will be limited to the amounts described within the DISCLAIMER section of this agreement.
The Client is liable for any legal contracts or end user license agreements as a result of any third party software installed by The Client. In the event of a server crash, once notified, Crident Networks will endeavour to reboot the Client's server as soon as possible but offer no timed guarantee. The Client may have access to an automatic reboot switch, in which case an instantaneous reboot may be possible. Crident Networks make no guarantee as to the functionality of the reboot switch, but will make all reasonable endeavours that the reboot switch is functioning properly.
It is the Client's responsibility to maintain and to enter a contact email address, postal address and telephone number for the Client on the Control Panel, and to ensure such contact details are current and up to date at all times. Crident Networks may provide the Services to the Client from verbal or email order received by it from any authorised person. A person shall be an authorised person for the purpose of this clause if his name is listed at the time of order on the Control Panel.
This Agreement together with the Schedule constitutes the whole and only agreement and understanding between the parties relating to its subject matter and supersedes and extinguishes any drafts, agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing, between the parties in connection with the subject matter of this Agreement whether existing prior to or at the same time as this Agreement. The Agreement will be on these conditions only, to the exclusion of any other terms and conditions (including any terms and conditions which the Client purports to apply under any purchase order, confirmation of order, specification or other document). The Client's terms and conditions shall not apply to this Agreement.
If a customer contacts Crident Networks through a ticket in the Client Area within 7 days of a subscription payment that did not involve any coffer funds, Crident Networks will issue a refund and terminate the service. We may take a small processing fee, typically the same percentage which we are charged on the initial payment from the payment gateway.
In all other cases, Crident Networks does not offer refunds unless Crident Networks cancels a service forcibly (against a renter's wishes). For these Crident-triggered forced-shutdown cases, a prorated refund will be provided to cover the remaining prepaid days.
Under Regulation 10 of The Consumer Protection (Distance Selling) Regulations 2000, the Client may have the right to cancel this Agreement for seven working days after the day after this Agreement has been concluded. However, it is agreed between Crident Networks and the Client that the Services may commence before the end of that cancellation period, and then the Client will lose the right to cancel from the date that Crident Networks provides the Client with the access details of the Services.
At Crident Networks, we often provide coupons or special offers to our customers, for a full list of terms and conditions on an offer or coupon, please open a support ticket to our Pre-Sales department clearly requesting a full list of terms and conditions on the coupon code or offer you wish to use.
This Agreement shall come into effect upon the date of this Agreement and, subject to the provisions of this Agreement shall continue in force for an initial term of 1 month from the date the Services are available to the Client and indefinitely after that until terminated by either party giving not less than one (1) days prior written notice to expire on or after the expiry date of the initial term, or one (1) month prior written notice to expire on or after the expiry date of a dedicated server.
Without prejudice to any other rights to which Crident Networks is entitled, Crident Networks may give notice in writing to the Client terminating this Agreement with immediate effect if:
1) the Client commits any material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 5 days of being notified of the breach;
2) an order is made or a resolution is passed for the winding up of the Client;
3) an order is made for the appointment of an administrator to manage the affairs, business and property of the Client or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the Client or notice of intention to appoint an administrator is given by the Client or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act (1986)) a receiver is appointed of any of the Client's assets or undertaking or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the Client or if any other person takes possession of or sells the Client's assets;
4) any abusive or aggressive behaviour, or behaviour belittling our software our services in support tickets or similar communication will result in suspension, followed by termination if repeated.
5) the Client makes any arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for the protection of its creditors in any way;
6) there is a change of the ability to direct the affairs of the Client whether by virtue of the ownership of shares, contract or otherwise of the Client;
7) the Client purports to assign its rights or obligations under this Agreement.
For the avoidance of doubt and without limitation, a breach of any of any of the payment provisions contained in this Agreement, or a breach of the Acceptable Use Policy is a material breach for the purposes of this Agreement. Refunds outside the 7 day period stated in the distance selling regulations above will be given only at the discretion of Crident Networks and generally not offered unless there are extranious circumstances. Crident Networks is the sole entity that defines the conditions under which a refund will be offered.
Maintenance and support shall not include services for problems arising out of (a) tampering, modification, alteration, or addition to the Hardware or Software, which is undertaken by persons other than Crident Networks or its authorised representatives; or (b) software programmes or hardware supplied by the Client. The Client shall document and promptly report all errors or malfunctions of the Services, Hardware or Software to Crident Networks. The Client shall take all steps necessary to carry out procedures for the rectification of errors or malfunctions within a reasonable time after such procedures have been received from Crident Networks provided the procedures specified are reasonable.
The Client shall maintain a current archive copy of all software and data, and shall properly train its personnel in the use of the Services, Hardware and Software. Any problems caused by the Client to the Services, (which include, but are not limited to, deletion of necessary operating system files, accidental or intentional infection by a virus/Trojan) may result in extra charges to The Client at £6* per 30 minutes, or part thereof. For any work that will take more than two hours we will seek prior authorisation from the Client by telephone, email, fax, or post.
The Client shall pay the price for the Services as set out in the Schedule. An initial payment is required before any set-up work is carried out. Crident Networks invoices for regular payments monthly in advance, unless otherwise agreed in writing. The price for the Service covers Bandwidth as stated in the Schedule. If the Client exceeds this limit then Crident Networks reserves the right to make additional charges for usage above the limit at its then prevailing charge rate. Crident Networks will endeavour to let the Client know if its bandwidth use exceeds the agreed level, however it is the Client's responsibility to monitor the bandwidth being used by it from time to time using the Control Panel. All prices quoted to the Client for the provision of services by Crident Networks are exclusive of any value added tax (VAT) for which the Client may be additionally liable at the applicable rate. Where the Services are purchased with a monthly payment plan comprising a set up fee, this fee is payable immediately. Where a long term contract is purchased, the set up fee is included within the total payment. The price and all other amounts due under the Schedule shall be paid by the Client by the due date as specified in Crident Networks's invoice. Failure to pay by the due date will result in server supsension across one or all rented services. After 3 (three) days the service and data will be terminated. Time for payment shall be of the essence. Payment shall only be deemed received by Crident Networks upon receipt of cleared funds. Payment shall be made in full without any abatement, set off or deduction on any grounds. Should a payment be taken back, via a chargeback or similar, Crident Networks reserves the right to terminate all accounts and services without warning. Crident Networks reserves the right to suspend the Services in case of late payment. Any exercise by Crident Networks of its right to suspend the Services in the case of late payment shall be without prejudice to any other of its rights under this agreement. Notwithstanding suspension of the Services by Crident Networks the Client shall continue to pay the price for the Services in accordance with the terms of this Agreement until this Agreement is terminated in accordance with the terms of this Agreement. Crident Networks understands and will exercise its statutory right to interest and debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 if not paid according to agreed terms.Late payment of one or more services will effect ALL services on the account.
Crident Networks reserves the right to send overdue accounts to a debt collection agency. All charges involved in the collection of overdue accounts will be payable by the Client.
This SLA applies to Services where the agreement for the Service specifically references this SLA. The objective of this SLA is to document the availability of the Service that Crident Networks is to achieve. This does not constitute any additional liability to Crident Networks, but instead a self-assumed obligation towards the Client. Under the conditions below Crident Networks offers to pay the Client service credits if the availability defined below is not met. Crident Networks shall guarantee the availability will be 99% in any calendar month, subject to exclusions as defined below. If Crident Networks fails to meet this guarantee a credit shall be available to the Client as defined below. The availability calculation shall exclude periods when outages arise from, or are otherwise indirectly caused by: -
Outage periods due to any cause other than faults by Crident Networks, including faults or negligence of the Client or problems associated with equipment connected on the Client's side of Crident Networks delivery point,
- In case that the Client's equipment should cause negative effects on the performance, quality and/or operation of the Crident Networks Network, Crident Networks will proceed to disconnect the link, for benefit of the rest of users of the Crident Networks Network. This disconnection won? be cause of penalty under the SLA. Crident Networks will notify the Client as soon as possible about this issue in order for the Client to repair the problems.
- Outage periods reported by the Client in which no fault is observed or confirmed by Crident Networks,
- Any fault period during which service is suspended under provision in this Agreement,
- Downtime when Crident Networks technical staff cannot have access, when the Client is requested to do so for the purpose of investigating the problem and restoring the service, to Client premises and equipment pertaining to the service in case the service should include the management of equipment on the customer site by Crident Networks,
- The Clients services are suspended due to billing or abuse related issues
- The Client requesting Crident Networks to test Client connection although no fault has been detected and/or reported by Crident Networks, - The Client requesting Crident Networks to upgrade the capacity of the service, if this operation results in an outage.
- During Scheduled Maintenance affecting the Services as defined above.
- Performance degradations and service loss due to Denial Of Service attacks or other unlawful attacks generated inside the Client's network or executed against users inside the Client's network or the Client network infrastructure, will be excluded from SLA calculation as it is within the Client's responsibility to put in place the relevant protection mechanisms inside its network to protect itself and its clients. Nevertheless Crident Networks is available to support the customer by implementing appropriate measures on the Crident Networks Network, such as limiting on ICMP bandwidth, rate limiting over clients ports, implementing filters or black-holing routes. Neither Party will be obliged to carry out any obligation under this Agreement where performance of such obligation is prevented by the occurrence of a Force Majeure Event. No commitment from Crident Networks applies in case of Force Majeure. Should the Client not have access to the Services as defined above, Crident Networks shall credit the Client 0.5 days service credit for each 1 hour downtime below the contracted amount, when the service is not available, subject to a maximum credit in any one month of 50% of the monthly fee for the contracted service. The credit applies to the contracted service. The Client shall not be entitled to any credits under this SLA if any payment of the price for the Services is overdue under the terms of this Agreement. The credit shall be made for the element of the Services that were not available, it will not be made for the whole service. (E.G. If a dedicated server and backup service are ordered, but the backup service is not available for a period of time, the credit will be calculated based on the price of the backup service, not the combined price of the dedicated server and backup service.) Any credit is subject to the Client notifying Crident Networks within 7 days in writing. This Client agrees the service credits due under this SLA are its sole remedy against Crident Networks for any non-availability of the Services.
Crident Networks is not in a position to assess any consequential loss which the Client may suffer as a result of any failure of the Services, or any other default on the part of Crident Networks and it would be impractical and uneconomic for Crident Networks to insure against such liability. Accordingly it is the responsibility of the Client to properly assess any consequential loss that it and/or its clients may suffer and to obtain and maintain adequate insurance in relation to such losses. The Client shall also ensure that it has adequate insurance cover in relation to any loss or damage which may be caused to Crident Networks and/or its clients through the negligence or default of the Client, its employees, agents, or equipment. The Client shall, as and when requested, provide Crident Networks with such evidence as Crident Networks may require in relation to the Client's insurance.
The Client agrees to fully indemnify and keep Crident Networks, its subsidiaries, affiliates, officers, partners and employees fully indemnified from and against all actions, demands, costs (on a full indemnity basis), losses, penalties, damages, liability, claims and expenses (including but not limited to legal fees) whatsoever incurred by it or them and arising from any of the following:
(i) the Clients breach of this Agreement or its negligence or other act, omission or default;
(ii) the operation or break down of any equipment or software owned or used by the Client but not the Hardware and/or Software;
(iii) the Clients use or misuse of the Services;
(iv) the Client infringing (whether innocently or knowingly) third party rights (including without limit IPRs).
Nothing in the Agreement shall exclude or limit the liability of Crident Networks for death or personal injury resulting from its negligence or fraudulent misrepresentation nor affect the statutory rights of Crident Networks. The Client acknowledges that the allocation of risk in this Agreement reflects the price paid for the Services, Hardware and Software and that it is not within the control of Crident Networks how or for what purposes they are used. If any exclusion or limit of liability in this Agreement is held to be invalid and Crident Networks becomes liable for loss or damage that may lawfully be limited then such liability shall be limited to the amount paid by the Client for the Services. Crident Networks shall have no liability to the Client for any loss arising from any material, data or instructions supplied whether digitally or otherwise by the Client or on its behalf which is incomplete, inaccurate, illegible, out of sequence or in the wrong form or arising from late arrival or non-arrival or any other fault by the Client or on its behalf. No action, claim or demand arising out of or in connection with this Agreement may be brought by the Client against Crident Networks more than one year after the cause of action has occurred. Crident Networks is not responsible for any delay, malfunction, non performance and/or other degradation of performance of any of the Services, Hardware or Software caused by or resulting from any alteration, modification and/or amendments due to changes and specifications requested or implemented by the Client whether or not beyond those already supplied. Neither Crident Networks nor anyone else who has been involved in the creation, production or supply of the Services, Hardware or Software shall be liable to the Client or any other person for any loss in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever and whatever the cause thereof by reason of or in connection with this Agreement or the Services, Hardware or Software for any:
(i) economic loss of any kind whatsoever, or
(ii) loss of profit, data, business contracts, revenues or anticipated savings, or
(iii) damage to the Client's reputation or goodwill, or
(iv) loss resulting from any claim made by any third party, or
(v) special, indirect or consequential loss or damage of any nature whatsoever, and the Client shall indemnify Crident Networks from and against any claim which may be made against Crident Networks in respect thereof. Some jurisdictions do not allow the exclusion or limitation of implied warranties or of liability for consequential or incidental damages and therefore the above may not apply to the Client.
This agreement, and 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 in accordance with the laws of England. The parties irrevocably submit to the exclusive jurisdiction of the courts of England to hear and determine any suit, action or proceedings or settle any disputes arising out of or in connection with this agreement and to enforce any judgment against their respective assets.
We will routinely update this and ask people to check back regularly.
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