base rate for the time being, calculated from the date of the invoice to the date actual payment is received, whether before or after judgment.<\/span><\/p>\n7.8<\/b> Exa may also charge administration fees in respect of any cheques and direct debits returned unpaid by the Customer’s bank and any card payments returned unpaid.<\/p>\n
7.9<\/b> Exa may at any time acting reasonably, require the Customer to issue a deposit or other security if the Customer’s financial circumstance or payment history is or becomes unacceptable to Exa or there is a material change in the Customer’s actual or anticipated usage of the Services which results or in Exa\u2019s reasonable opinion may result, in increased risk to Exa of Fees not being paid.<\/p>\n
7.10<\/b> On written request for security, the Customer shall have 5 Working Days to provide the same and, if the Customer fails to do so, Exa may immediately refuse to accept any further Orders, suspend any or all Services, terminate the Agreement (or any or all of the same), without notice and without any refund to the Customer.<\/p>\n
8: Intellectual Property Rights<\/b><\/p>\n
8.1<\/b> All Intellectual Property Rights in or arising in connection with the Services are and shall remain owned by Exa (or its third party licensors) and no such Intellectual Property Rights whatsoever shall be transferred to the Customer. Without prejudice to the generality of the foregoing, the Intellectual Property Rights arising shall include without limitation those arising in any and all software, documents, methods, processes, know how, reports, records and data generated by Exa or arising in the course of performing the Services. Nothing in this Clause 8.1 shall affect the pre-existing Intellectual Property Rights belonging to either party.<\/p>\n
8.2<\/b> The Customer acknowledges that its use of any third party Intellectual Property Rights which Exa may sub-licence as part of the Services, is conditional on Exa obtaining a written licence from the relevant licensor on such terms as will entitle Exa to sub-license such rights to the Customer. Where in the course of providing the Services or any Deliverables, Exa sub-contracts or procures the use of any such third party Intellectual Property Rights (including of any Exa Group Company) the Customer shall comply in full at all times with all licence and other agreements applicable to use of the same.<\/p>\n
8.3<\/b> The Customer shall not do, or omit to do anything which may jeopardise, limit or interfere with Exa\u2019s rights (or those of its third party licensors) in the Services or Deliverables.<\/p>\n
8.4<\/b> If any Exa proprietary software is provided to the Customer as part of the Services, Exa hereby grants a personal, non-transferable, non-exclusive licence for the duration of this Agreement to the Customer to use such software solely for the purposes of the Services. The Customer agrees to comply with any terms and conditions governing the use of such software provided to it by Exa from time to time.<\/p>\n
8.5<\/b> The Customer shall not or allow any other person (except as may be allowed by law) to copy or attempt to copy, modify, adapt or duplicate the Services or Deliverables nor create any derivative works, publish, distribute or transmit the same in any form or by any means. The Customer shall not attempt to decompile, disassemble, reverse engineer or otherwise reduce to human readable form any software comprised in the Services nor access or any part of the Services so as to to build a competitive product.<\/p>\n
9: Confidentiality and Publicity<\/b><\/p>\n
9.1<\/b> Each party (Receiving Party) shall keep in strict confidence all technical and commercial know-how, specifications, processes and initiatives and any other confidential information concerning the other\u2019s business, products and services and where relevant, the terms of any service level agreement disclosed to it by that other party (Disclosing Party), its employees, agents or subcontractors or which the Receiving Party may otherwise obtain in connection with this Agreement (Confidential Information).<\/p>\n
9.2<\/b> Nothing in this Clause 9 shall prevent the Receiving Party from disclosing any Confidential Information:-<\/p>\n
9.2.1<\/b> to any Group Company, consultant, subcontractor or other person provided that the disclosure is reasonably necessary for the purposes of this Agreement and that the Receiving Party has ensured that the same standards are applied to the same as applied to its own confidential information;<\/p>\n
9.2.2<\/b> which is or becomes public knowledge other than by breach of this Clause 9;<\/p>\n
9.2.3<\/b> which the Receiving Party has otherwise received from an independent source;<\/p>\n
9.2.4<\/b> which must be disclosed to any governmental or regulatory body or for any legal proceedings including where Exa is the Receiving Party, any disclosures to a third party in accordance with the AUP.<\/p>\n
9.3<\/b> The Customer acknowledges that any Confidential Information obtained from or relating to Exa or any Exa Group Company by the Customer in connection with this Agreement is and shall remain the property of Exa or the relevant Group Company.<\/p>\n
9.4<\/b> Exa may refer to the Customer by company or trading name and to the existence of this Agreement in any marketing or promotional materials (including on its website) or in any other publicity.<\/p>\n
10: LIMITATION OF LIABILITY: THE CUSTOMER\u2019S ATTENTION IS DRAWN PARTICULARLY TO THIS CLAUSE<\/u><\/b><\/p>\n
10.1.1<\/b> death or personal injury caused by its negligence (or that of its employees, agents or subcontractors);<\/p>\n
10.1.2<\/b> fraud or fraudulent misrepresentation; or<\/p>\n
10.1.3<\/b> any other liability which cannot be excluded by law.<\/p>\n
10.2<\/b> Subject to Clause 10.1, in no event shall Exa be liable in contract, tort, statute or otherwise however arising for any costs, claims, damages, liabilities or expenses in respect of:<\/p>\n
10.2.1<\/b> any direct loss of profit; or<\/p>\n
10.2.2<\/b> any direct loss of anticipated savings; or<\/p>\n
10.2.3<\/b> any indirect loss or damage however caused including:<\/p>\n
10.2.3.1<\/b> any indirect loss of profit, loss of anticipated profit including lost profit on contracts; or<\/p>\n
10.2.3.2<\/b> any indirect loss of anticipated savings; or<\/p>\n
10.2.3.3<\/b> loss of use of money; or<\/p>\n
10.2.3.4<\/b> loss of opportunity; or<\/p>\n
10.2.3.5<\/b> loss of business; or<\/p>\n
10.2.3.6<\/b> loss of revenue; or<\/p>\n
10.2.3.7<\/b> loss of contracts; or<\/p>\n
10.2.3.8<\/b> loss of goodwill or damage to reputation; or<\/p>\n
10.2.3.9<\/b> loss of or damage to information, data or content; or<\/p>\n
10.2.3.10<\/b> any other special, indirect or consequential loss;<\/p>\n
whether occasioned by the negligence, breach of contract or out of or in connection with the Services, this Agreement or otherwise however arising.<\/p>\n
The parties agree that the categories of loss referred to at this Clause 10 shall be distinct and severable.<\/p>\n
10.3<\/b> The Customer acknowledges that many of the Services to be performed by Exa are dependent on the UK telecoms network infrastructure made available by BT, which only BT controls. Accordingly, the exclusions of and limitations on liability as set out in this Clause 10, reflect this situation with BT and the fact that accordingly, many issues are outside the control of Exa.<\/p>\n
10.4<\/b> Without prejudice to Clauses 10.1 and 10.2, Exa\u2019s maximum aggregate liability in respect of any incident or any series of connected incidents shall not exceed<\/p>\n
the total Fees payable by the Customer under this Agreement in the Service Term or Renewal Term (as the case may be) in which the incident (or series of connected incidents) giving rise to the liability occurs,in each case, however the claim arises including negligence, tort, breach of contract or breach of statutory duty.<\/p>\n
10.5<\/b> The Customer acknowledges that Fees are based on the assumption of liabilities as set out in the Agreement and the Customer is advised to insure against any risks which are not accepted by Exa.<\/p>\n
10.6<\/b> Except as expressly set out in this Agreement, all conditions, warranties and representations, express or implied, statutory or otherwise (including the fitness of the Services for a particular purpose) are hereby excluded to the fullest extent permitted by law.<\/p>\n
10.7<\/b> The Customer shall indemnify and keep Exa indemnified against any and all costs, claims, damages, losses, liabilities and expenses (including legal fees) which are brought or threatened against Exa or a Group Company by any person;<\/p>\n
10.7.1<\/b> arising out of or in connection with a breach by the Customer of any of the provisions of the AUP;<\/p>\n
10.7.2<\/b> any claim or allegation of a claim or breach by the Customer of any Intellectual Property Rights of a third party.<\/p>\n
10.8<\/b> The Customer accepts that Exa has no control over the information, content, materials and data transmitted to, from or via the Services and that Exa does not ordinarily examine the use to which Customers put the Services or the nature of the information, content, materials and data they are sending or receiving. The Customer acknowledges that in most cases, Exa is a mere conduit for the purposes of the Electronic Commerce Regulations 2002. Exa accordingly excludes all liability of any kind arising in connection with the information, content, materials and data of whatever nature used in connection with the Services. Notwithstanding the foregoing, Exa reserves the right to take such measures as it may deem appropriate (including a right to take down content and use traffic data) in order to remove or minimise the risk of any liability arising to it.<\/p>\n
10.9<\/b> If any limitation or provision in this Clause 10 is held invalid under any applicable law, it shall, to that extent, be deemed omitted. If a party becomes liable for loss or damage which would otherwise have been excluded, that liability shall be subject to the other limitations and provisions in this Clause 10.<\/p>\n
11: Exa Equipment and Sale of Hardware<\/b><\/p>\n
11.1<\/b> Except where it is expressly agreed in the Order that there will be a sale of equipment, ownership of any Exa Equipment shall at all times remain with Exa and the Customer shall have no right, title or interest in the same other than to use it in connection with the Services. Risk of loss, theft, damage or destruction of the Exa Equipment shall pass to the Customer on delivery and the Customer shall insure the Exa Equipment for full replacement value whilst on its Site.<\/p>\n
11.2<\/b> The Customer shall keep the Exa Equipment in a suitable, secure operating environment and shall not use the same except for proper use of the Services. The Customer shall be responsible for testing all Equipment on receipt and if it fails to do so, the same shall be deemed to have been tested.<\/p>\n
11.3<\/b> If during the Service Term or any Renewal Term and subject always to the Customer completing the diagnostic procedures advised by Exa, any Exa Equipment supplied by Exa is identified as faulty by the Customer, Exa shall replace the same. The Customer must return the faulty Exa Equipment to Exa within 5 Working Days of confirmation (verbal or written) by Exa that the Exa Equipment is faulty. If such Exa Equipment is not returned within 5 Working Days, Exa may invoice the Customer for the Exa Equipment whether faulty or not.<\/p>\n
11.4<\/b> Exa may enter the Site to inspect Exa Equipment on reasonable notice. This right shall continue following termination or expiry until Exa has removed all Exa Equipment from the Site.<\/p>\n
11.5<\/b> Exa may have to move the location of certain Exa Equipment and\/or Customer equipment. The Customer agrees that on receipt of prior notice, Exa may move any such equipment as it sees fit. Where possible, Exa will aim to minimise any adverse impact on the Services or incremental costs to the Customer associated with relocation.<\/p>\n
11.6<\/b> If any hardware is to be sold by Exa to the Customer (such that ownership transfers) then the same shall be delivered by Exa to the Customer\u2019s premises. Risk in the hardware shall pass on delivery. Title to the hardware shall not pass to the Customer until Exa has received payment in full (in cash or cleared funds) for the hardware. Until title has passed to the Customer, the Customer shall:<\/p>\n
11.6.1<\/b> hold the hardware on a fiduciary basis as Exa’s bailee;<\/p>\n
11.6.2<\/b> store the hardware separately from all other hardware so that it remains identifiable as Exa’s property and not remove or obscure any identifying mark or packaging;<\/p>\n
11.6.3<\/b> maintain the hardware in good condition and keep it insured against all risks for its full price from delivery;<\/p>\n
11.6.4<\/b> notify Exa immediately if it becomes subject to any of the events listed in Clause 12.6; and<\/p>\n
11.6.5<\/b> give Exa such information relating to the Hardware as it may require,<\/p>\n
but the Customer may use the hardware in the ordinary course of its operations.<\/p>\n
11.7<\/b> If before title to the hardware passes to the Customer, the Customer becomes subject to any of the events in Clause 12.6 or Exa reasonably believes that any such event is about to happen and notifies the Customer, Exa may at any time require the Customer to deliver up the hardware and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the hardware is stored in order to recover it.<\/p>\n
11.8<\/b> Exa will assign to the Customer, any warranty (or remainder thereof) which the manufacturer of the hardware provides with the hardware sold to the Customer, where it is able to so and subject to any limitations imposed by the manufacturer.<\/p>\n
12: Term and Termination<\/b><\/p>\n
12.1<\/b> This Agreement shall come into force on the Commencement Date and shall continue in full force and effect unless and until terminated in accordance with its terms. For clarity, the Agreement shall remain in full force and effect for as long as any one Service specified in the Order continues and the termination or expiry of any one of the Services shall not preclude the continued obligations and application of the Agreement in respect of the other Services.<\/p>\n
12.2<\/b> Each of the Services will commence on its Service Start Date and shall continue for the relevant Service Term and any Renewal Terms. If the Services are replacement Services, a new Service Term shall apply for those replacement Services. At the end of the Service Term, each Service will be automatically renewed for the Renewal Term and thereafter for consecutive Renewal Terms unless notice is given in accordance with Clause 12.3. The system of automatic renewal is implemented in order to ensure continuity of Service for the Customer.<\/p>\n
12.3<\/b> Either party may terminate the Service at the end of the Service Term or any Renewal Term for such Service by providing not less than the Minimum Notice (or if no Minimum Notice is stated, not less than 30 days\u2019 notice) to the other party in writing, prior to the expiry of the current Service Term or Renewal Term.<\/p>\n
12.4<\/b> Exa may at its option terminate this Agreement or suspend or terminate any or all Services under this Agreement (or both) at any time immediately upon written notice to the Customer if:<\/p>\n
12.4.1<\/b> the Customer is in material breach which is capable of remedy and has failed to remedy within 15 days of a written request from Exa to do so. Any failure by the Customer to pay any sum due under this Agreement by the due date for payment shall be a material breach, capable of remedy for the purposes of this Clause 12.4.1 but without affecting Exa\u2019s rights at Clause 12.7;<\/p>\n
12.4.2<\/b> the Customer is in material breach which is incapable of remedy. A breach of any of the provisions of Clauses 8 or 9 or a breach of any of the provisions of the AUP by the Customer shall, without limitation, be a material breach of this Agreement incapable of remedy for the purposes of this Clause 12.4.2;<\/p>\n
12.4.3<\/b> the Customer is in repeated breach of this Agreement;<\/p>\n
12.4.4<\/b> the Customer acts to preclude or materially affect Exa\u2019s ability to provide services to other customers;<\/p>\n
12.4.5<\/b> it becomes unlawful for Exa to continue to provide the Services or Exa is required to cease the Services by a competent regulatory authority; or<\/p>\n
12.4.6<\/b> any other third party supporting the Services ceases to provide services to Exa or otherwise materially changes the terms on which it provides services to Exa beyond Exa\u2019s reasonable control or withdraws any permissions or consents which Exa requires to provide the Services.<\/p>\n
12.5<\/b> The Customer may terminate the Agreement at any time:<\/p>\n
12.5.1<\/b> immediately on written notice to Exa if Exa is in material breach of this Agreement which is incapable of remedy except that the Customer may not terminate the agreement to the extent that the breach arises as a result of any action or inaction of a third party;<\/p>\n
12.5.2<\/b> in the case of a material breach by Exa which is capable of remedy but subject always to affording Exa a reasonable period of time to remedy the breach taking account of its nature and the nature of the Service;<\/p>\n
12.5.3<\/b> if Exa is in repeated breach of the Agreement.<\/p>\n
12.6<\/b> Without limiting other rights or remedies, ether party may terminate the Agreement with immediate effect on written notice to the other if the other suspends or threatens to suspend payment of its debts, is or is deemed unable to pay its debts as they fall due or the other party commences negotiations with all or any creditors with a view to rescheduling its debts or makes a proposal for or enters into any compromise or arrangement with its creditors (except for solvent amalgamation or reconstruction), a petition is filed, a notice given, a resolution passed or an order made for the winding up of the other party (except for solvent amalgamation or reconstruction) or a creditor or encumbrancer of the other party attaches or takes possession of, or distress or execution is levied or enforced on or sued against, the whole or any part of its assets or an application is made to court or an order made for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party or a floating charge holder over the assets of that other party has become entitled to appoint or has appointed, an administrative receiver or a person becomes entitled to appoint or there is appointed, a receiver over the assets of the other party or any event occurs with respect to the other party in any jurisdiction to which it is subject with effect equivalent or similar to the events mentioned above or the other party suspends, ceases or threatens to suspend or cease to carry on all or a substantial part of its business.<\/p>\n
12.7<\/b> Without limiting its other rights or remedies Exa may suspend any or all of the Services with immediate effect on written notice to the Customer if the Customer:<\/p>\n
12.7.1<\/b> fails to pay any amount due under this Agreement on the due date;<\/p>\n
12.7.2<\/b> becomes subject to any of the events listed in Clause 12.6 or Exa reasonably believes that the Customer is about to become subject to any of them.<\/p>\n
13: Consequences of Termination<\/b><\/p>\n
13.1<\/b> On termination or expiry of the Agreement for any reason or on termination of any of the Services:<\/p>\n
13.1.1<\/b> the Customer shall immediately pay to Exa all unpaid invoices and interest for Services supplied and where no invoice has been submitted, Exa shall submit an invoice for all Fees incurred or due which shall be payable by the Customer immediately on receipt;<\/p>\n
13.1.2<\/b> the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach which existed at or before the date of termination or expiry;<\/p>\n
13.1.3<\/b> the Customer shall immediately stop using the Services and the Customer\u2019s right to use the Services shall immediately cease;<\/p>\n
13.1.4<\/b> any licences granted by Exa under this Agreement shall terminate;<\/p>\n
13.1.5<\/b> all Exa Equipment and Deliverables shall be returned to Exa by the Customer at the Customer\u2019s expense. If the same are not returned within 5 Working Days after termination or expiry, Exa may invoice the Customer for their replacement value;<\/p>\n
13.1.6<\/b> clauses which expressly or by implication have effect after termination shall continue in full force and effect including Clauses 6, 7, 8, 9, 10, 11.7, 13 and 16.<\/p>\n
14: Data Protection<\/b><\/p>\n
14.1<\/b>Personal Data, Data Controller and Data Processor have the meanings given in the Data Protection Act 2018 (DPA)<\/p>\n
14.2<\/b> Exa shall at all times remain a Data Processor only in connection with any Personal Data of the Customer which is made available to Exa or which Exa otherwise has access to in connection with the Services and this Agreement. Accordingly, the Customer shall at all times remain Data Controller of such Personal Data and shall at all times comply with its obligations under the DPA.<\/p>\n
14.3<\/b> Exa shall use Customer Personal Data in accordance with the Customer\u2019s instructions and put in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of or damage to Customer Personal Data.<\/p>\n
14.4<\/b> Exa shall act in accordance with all relevant legislation concerning personal data, including the considerations made in the DPA for applying the right to erasure, right to rectification and right not to be subject to automated decision-making.<\/p>\n
15: Security Codes<\/b><\/p>\n
15.1<\/b> Security codes issued in connection with the Services shall remain the responsibility of the Customer who shall keep the same secure and confidential including disclosing them to only those of its employees who need them.<\/p>\n
15.2<\/b> If the Customer becomes aware of any loss or inappropriate use of security codes, the Customer shall immediately inform Exa and shall take such action as Exa may require to restrict the damage that may be caused by such breach.<\/p>\n
15.3<\/b> The Customer shall indemnify Exa against any and all costs, claims, damages, liabilities and expenses incurred by Exa as a result of damage to, loss of, theft of or inappropriate use of security codes.<\/p>\n
15.4<\/b> Exa shall not under any circumstances be liable to the Customer as a result of any failure by the Customer to maintain security codes as appropriate.<\/p>\n
15.5<\/b> Exa may disable any security codes or other information if the Customer is in breach of this Agreement and may for operational reasons, change security codes or other security information at any time.<\/p>\n
16: General<\/b><\/p>\n
16.1<\/b> Neither party shall be liable to the other for any delay or non-performance of its obligations if the same is due to a Force Majeure Event. The Customer may not rely on a Force Majeure Event for any delay or non-performance of any obligation to pay. Either party may terminate this Agreement by written notice to the other party if a Force Majeure Event occurs that affects all or a substantial part of the Services and which continues for more than 60 Working Days. Force Majeure Event means an event beyond the reasonable control of either party including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.<\/p>\n
16.2<\/b> This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.<\/p>\n
16.3<\/b> If a court or any other competent authority finds any provision invalid, illegal or unenforceable, that provision shall, to the extent required, be deemed deleted and the validity and enforceability of the other provisions shall not be affected. If any invalid, unenforceable or illegal provision would be valid, enforceable and legal if some part were deleted, the provision shall apply with the minimum modification necessary.<\/p>\n
16.4<\/b> Failure by either party to exercise or enforce any right shall not be a waiver of that right nor prevent the exercise or enforcement of that or any other right at any time.<\/p>\n
16.5<\/b> The Customer may not assign or transfer the benefit of the Agreement without Exa\u2019s prior written consent. Exa may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement and may subcontract any or all of its obligations to any third party.<\/p>\n
16.6<\/b> Nothing in this Agreement shall create or be deemed to create a partnership or relationship of principal\/agent or employer\/employee between the parties.<\/p>\n
16.7<\/b> Except as set out in the Agreement, any variation, including the introduction of any additional terms and conditions to the Agreement shall only be binding when agreed in writing and signed by Exa.<\/p>\n
16.8<\/b> Each party warrants that it has full capacity and authority and all necessary licences, permits and consents to enter into and perform this Agreement.<\/p>\n
16.9<\/b> Except as expressly stated, a person who is not a party to the Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce it. Any remedy which exists or is available apart from the Act is not affected.<\/p>\n
16.10<\/b> The Customer shall (and use reasonable efforts to ensure that any necessary third party shall) at its own expense, do all further things, perform such acts and execute and deliver such documents as may be required by law or which Exa may request in order to give effect to the provisions of the Agreement.<\/p>\n
16.11<\/b> A notice to be given by one party to the other under or in connection with the Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first class post in each case to its registered office or sent by fax to the other party\u2019s main fax number. Any such notice is deemed received if delivered by hand, on signature of a delivery receipt, or if faxed on receipt of a confirmation of successful transmission or if posted on the second Working Day after posting. Notice shall not be served by email.<\/p>\n
16.12<\/b> This Agreement is the entire agreement between the parties and supersedes any previous agreement between the parties in relation to its subject matter.<\/p>\n
16.13<\/b> Exa may also amend these Conditions and its AUP from time to time. Further, Exa may make any changes to this Agreement or the Services as it deems necessary from time to time to take into account operational and technical matters (including the terms on which its third party providers provide Exa with services) and changes to any applicable laws and regulations. Such changes shall be notified to the Customer in writing.<\/p>\n
16.14<\/b> Each party agrees during the term of this Agreement and for a period of six months following its termination, not to solicit or induce any officer, employee, agent or contractor of the other party involved with the provision of the Services or the management of this Agreement or any significant part thereof, to terminate their employment or engagement with the other. If a party is found to be in breach of the above mentioned non-solicitation clause, then that party agrees to compensate the other with a one-off payment of whichever is the lesser of (a) \u00a3100,000 or (b) the gross annual salary of the officer, employee, agent or contractor of the other so solicited or induced.<\/p>\n
Section B – Service Specific Terms and Conditions<\/u><\/b><\/p>\n
Section B1<\/b><\/p>\n
Provisions in this Section B1 also apply to hosted and hosting Services provided to the Customer as the case may be including email, web hosting, domain registration, domain hosting, VOIP, content filtering and other security related services, data centre services, hardware hosting, software as a service (Saas) and instant messaging (in each case as specified in the Order). For clarity, the terms in this Section B1 apply IN ADDITION TO the General Terms and Condition in Section A above.<\/p>\n
B1.1<\/b> The Customer acknowledges that it is technically impractical to provide the Services free of fault or error or uninterrupted and Exa does not undertake to do so. Accordingly, Exa does not give any warranty or undertaking that these Services will be uninterrupted or error or virus free. It does not give any guarantee or warranty that the Services or connection will be available for 100% of the time nor does it guarantee the performance of the internet, nor give any guarantee or warranty that the transmission of information over the internet will be secure nor that the internet will be accessible at all times.<\/p>\n
B1.2<\/b> The Customer acknowledges that not all information made available by way of these Services (whether on a website or otherwise) will be 100% accurate and no warranty is given by Exa in this regard.<\/p>\n
B1.3<\/b> Exa reserves the right to vary the technical specification of the Service when necessary for operational reasons or as it may in its reasonable discretion determine. Such variation may affect connection speeds in which case, Exa shall not have any liability as a result of any reduced connection speeds arising from variations made in accordance with this Clause.<\/p>\n
B1.4<\/b> The Customer acknowledges that connection speeds will depend on its own equipment and connection. Accordingly, Exa will not be liable for any delays in connection speeds if they arise as a result of matters beyond its own reasonable control including those which are the responsibility of the Customer.<\/p>\n
B1.5<\/b> A limited level of data transfer may be stipulated by Exa in connection with these Services and any restrictions on data transfer shall be specified in the Order. Data transfer in excess of restricted limits will be charged in accordance with Exa\u2019s standard price list in force from time to time. Further, responsibility for compliance with any bandwidth and speed restrictions shall at all times be those of the Customer and such responsibility shall include where any excess arises as a result of any third party actions whether authorised by the Customer or not and shall include hacking or other malicious use.<\/p>\n
B1.6<\/b> Exa reserves the right to undertake maintenance works during planned maintenance downtime. None of the Services is accompanied by service levels but should that be varied at any time by Exa in writing, any planned maintenance downtime shall be excluded from any downtime referred to in any such service levels.<\/p>\n
B1.7<\/b> Any IP address assigned by Exa to the Customer for use in connection with these Service shall at all times remain Exa\u2019s sole property and the Customer shall have a non-transferable licence to use such address only for the duration of the particular Service as relevant. If the Service is terminated for any reason, the Customer\u2019s licence to use the IP address shall automatically terminate.<\/p>\n
B1.8<\/b> Any email accounts made available as part of these Services must be used for proper and lawful business purposes in accordance with the AUP. Exa reserves the right to remove emails stored on the server at such reasonable frequency as it may determine, including in order to free up server space which the Customer recognises is necessary for Exa to maintain the quality of its services but does not do so as part of these Services and accordingly does not undertake to do so at any time. Exa reserves the right to disable email accounts which are not used.<\/p>\n
B1.9<\/b> The Customer shall be responsible for all content used in connection with the Services and for loading and making any necessary changes to such content as applicable. In particular, all content provided must strictly comply with the AUP.<\/p>\n
B1.10<\/b> Exa does not and shall not, except where expressly specified in the Order, provide any editorial or monitoring function in connection with Customer or other content used in connection with the Services.<\/p>\n
B1.11<\/b> Exa shall use reasonable efforts to update any hosted content as soon as reasonably practicable but shall not be liable for any delay in doing so. The Customer acknowledges that not all content will always be up to date.<\/p>\n
B1.12<\/b> The Customer shall be strictly responsible for all website, system and content back up and Exa shall not under any circumstances be liable as a result of any damages, losses, costs or expenses arising as a result of a Customer failure to back up the same.<\/p>\n
B1.13<\/b> Exa reserves the right in its absolute discretion to remove or disable any content used in connection with the Service at any time and without notice including if it has reason to believe or does believe that any such content breaches the AUP or if it receives a notice of complaint about any such content.<\/p>\n
B1.14<\/b> Where relevant to the Services, Exa will notify the Customer on the release of any operating system critical patches or other software patches or fixes which it may require the Customer to install. It will be the responsibility of the Customer to request installation of the same by Exa and patches or other fixes will not be deployed without the explicit permission of the Customer. If the Customer fails to request the same, any losses, costs, claims, damages or expenses arising as a result shall be entirely the Customer\u2019s responsibility.<\/p>\n
B1.15<\/b> Where domain name registration is provided, Exa will register the same with the relevant naming authority requested by the Customer but the Customer acknowledges that such matters are beyond Exa\u2019s reasonable control and that Exa cannot guarantee that a domain name as the Customer may request will be available or approved for use and the Customer waives any claims it may have against Exa in respect of any decision of a naming authority to refuse to register a domain name.<\/p>\n
B1.16<\/b> The Customer warrants that it is the owner of or has the right to use any trademark or name requested or allocated or used in connection with the Customer\u2019s domain name or otherwise used by the Customer in connection with the Services.<\/p>\n
B1.17<\/b> Exa does not represent, warrant or guarantee that any domain name applied for by the Customer or on the Customer\u2019s behalf will be registered in the Customer\u2019s name or is capable of being registered by the Customer or that the use of such name will not infringe any third party Intellectual Property Rights. Accordingly, the Customer shall be solely responsible for any action it takes in respect of its requested domain name.<\/p>\n
B1.18<\/b> Registration of any domain name and on-going use by the Customer shall at all times be subject to the relevant naming authority\u2019s terms and conditions of use and the Customer shall comply with the same. Exa accepts no responsibility in respect of the use of any domain name by the Customer and any dispute between the Customer and any other individual organisation regarding a domain name must be resolved between the parties concerned.<\/p>\n
B1.19<\/b> Where any of the Services is licensed or made available on the basis of a restricted number of users, the Customer shall ensure that the number of authorised users is not exceeded. If that number is exceeded, additional Fees shall be payable and Exa may also disable access to the relevant Services by disabling passwords.<\/p>\n
B1.20<\/b> The Customer shall maintain a list of authorised users\/details of the number of users who can access the Services which it shall provide to Exa on request. Exa may at any time audit the use of Services to verify that the scope of Services and other rights grants under this Agreement is not exceeded.<\/p>\n
B1.21<\/b> If the Customer needs to increase the number of authorised users for the Services it will inform Exa as soon as it becomes aware of the need to increase and Exa will inform the Customer of the increased Fees payable. The increased Fees will apply from the date of increased use.<\/p>\n
Section B2<\/b><\/p>\n
Provisions in this Section B2 also apply to connection and telephony Services provided to the Customer as the case may be including connectivity services, line rental, leased lines irrespective of the line type and mobile (in each case as specified in the Order). For clarity, the terms in this Section B2 apply IN ADDITION TO the General Terms and Condition in Section A above.<\/p>\n
B2.1<\/b> Line type and voice or data connection type shall also be specified in the Order.<\/p>\n
B2.2<\/b> Exa may advise the Customer on the most suitable line or voice or data connection type but the choice of the particular Service shall ultimately be the Customer\u2019s responsibility depending on its own requirements.<\/p>\n
B2.3<\/b> The Customer shall be responsible for terminating all prior line rental and voice and data connection agreements with any other network provider immediately prior to the commencement of the Connection Service. Exa shall not be liable for any costs, expenses, fees or liabilities incurred by the Customer as a failure to do so.<\/p>\n
B2.4<\/b> All data transmitted using these Services shall be at the Customer\u2019s risk and Exa shall not have any liability to the Customer for any loss of or damage to data.<\/p>\n
B2.5<\/b> The Customer acknowledges that connection speeds and Service speed will depend in part on its own equipment and connection. Accordingly, Exa will not be liable for any delays in connection speeds if they arise as a result of matters beyond its own reasonable control including those which are the responsibility of the Customer.<\/p>\n
B2.6<\/b> These Services will be subject to any capacity and speed restrictions as may be set out in the Order. Additional Fees will apply if the Customer needs to increase capacity or Service speed.<\/p>\n
B2.7<\/b> Some of these Services shall be invoiced in arrears which may include those Services which are dependant on usage levels but where this is the case, specific payment arrangements shall be included in the Order, otherwise all invoices shall be raised in advance in accordance with Clause 7 of the General Terms and Conditions.<\/p>\n
B2.8<\/b> Unless otherwise agreed by Exa in writing, quotations given to the Customer for leased lines shall be valid for a period of 30 days from the date of quotation.<\/p>\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t<\/div>\n\t\t","protected":false},"excerpt":{"rendered":"
Terms & Conditions You must agree to these terms and conditions before accessing any of Exa Networks’ services. By opening an account with Exa Networks or accessing any of Exa Networks services you indicate your acceptance of these terms and conditions of use and agree to be bound by them. If you do not agree … Read more<\/a><\/p>\n","protected":false},"author":4,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"footnotes":""},"_links":{"self":[{"href":"https:\/\/edit.exa.net.uk\/wp-json\/wp\/v2\/pages\/1551"}],"collection":[{"href":"https:\/\/edit.exa.net.uk\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/edit.exa.net.uk\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/edit.exa.net.uk\/wp-json\/wp\/v2\/users\/4"}],"replies":[{"embeddable":true,"href":"https:\/\/edit.exa.net.uk\/wp-json\/wp\/v2\/comments?post=1551"}],"version-history":[{"count":0,"href":"https:\/\/edit.exa.net.uk\/wp-json\/wp\/v2\/pages\/1551\/revisions"}],"wp:attachment":[{"href":"https:\/\/edit.exa.net.uk\/wp-json\/wp\/v2\/media?parent=1551"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}