Proweb (UK) Ltd - Terms & Conditions for Services
1. Basis of Supply
1.1 These Conditions are the only terms and conditions on which ProWeb (UK) Limited (“the Supplier”) is prepared to supply Internet services (“Services”) to is Customer and these Conditions shall apply to the exclusion of any other express or implied conditions, including any terms and conditions to which the order of the Customer may purport to be subject
1.2 No variation or addition to these Conditions shall be binding upon the Supplier unless agreed in writing between a director of the Supplier and the Customer or, where the Customer is not an individual, a duly authorised representative of the Customer
1.3 Subject to any variation in accordance with clause 1.2, these Conditions (together with the matters referred to on the face of the Supplier’s standard order form submitted by the Customer and accepted by the Supplier) embody the entire understanding of the parties and override any prior promises, undertakings or representation including any such statements concerning the Services, by employees or agents of the Supplier
1.4 In these Conditions, “Contract” means the contract for the provision of the Services by the Supplier to the Customer
2. Charges
2.1 The Customer shall pay the registration, set-up, monthly fees and other charges for the Services as stated on the Supplier’s list of charges last published before the date on which the Customer’s order for the Services is accepted.
2.2 The Supplier reserves the right at any time to increase the charges payable for the Services or to vary the Services upon not less than 30 days’ written notice to the Customer such notice to expire at the end of one of the Customer’s quarterly or annual payment periods as referred to at clause 3 below
2.3 The charges are exclusive of any application Value Added Tax or any other taxes, levies or duties which will be added or charged on invoices at the appropriate rates
3. Payment
3.1 All charges are payable quarterly or annually in advance by credit card or direct debit. An invoice will be rendered to the Customer following acceptance of the Customer’s initial order and no Services will be provided until payment of that invoice has been received by the Supplier. Invoices for subsequent quarters or years shall be paid by the Customer on or before expiry of the preceding quarter or year (“the due date”)
3.2 If the Customer fails to make any payment by the due date, then, without prejudice to any other right or remedy available, the Supplier shall be entitled in its sole discretion to:-
3.2.1 suspend the provision of the Services to the Customer;
3.2.2 charge interest (both before and after any judgment) on a day to day basis at the rate of 4% above the base lending rate of National Westminster Bank plc from time to time until payment;
3.2.3 determine the Contract
4. Limitations on use of the Services
4.1 The Services comprise a facility shared by the Customer with other customers of the Supplier. The Supplier cannot accordingly guarantee access to the Services at all times. It also reserves the right to disconnect the Customer from the Services if the Customer has been logged in for a period of more than 30 minutes and disconnection is necessary in order to allow other customers reasonable access to the Services.
4.2 The Customer shall not allow any simultaneous access to the Services using the same log-in and shall not allow use of an e-mail address by anyone other than the specific individual, company, division, department or other entity for which it was provided.
4.3 The Customer undertakes to use the Services for lawful purposes only and in accordance with any terms and conditions applicable to any third party services accessed through use of the Services and agrees, without prejudice to the generality of the foregoing, not to use the Services in order to transmit or receive any material that:-
4.3.1. is obscene, blasphemous or defamatory;
4.3.2 infringes the intellectual property rights (including without limitation, copyright, moral rights and rights in confidential information) of any third party
4.4 The Customer acknowledges that, whatever assistance may be given by the Supplier in the production of the Customer’s “home pages”, the content of those pages remains entirely the responsibility of the Customer. The customer accordingly undertakes to ensure that such pages will not contain any material of the type referred to at clauses 4.3.1 or 4.3.2 above.
4.5 The Customer agrees to indemnify and keep indemnified the Supplier against all losses and all actions, claims, proceedings, costs and damages (including any damages or compensation paid by the Supplier arising out of the Customer’s use of the Services or any Communications Software (as defined at clause 7 below) provided by the Supplier or out of any breach by the Customer of its undertaking at clause 4.4 above. The Customer further agrees promptly to notify the Supplier of any such claim, to give all such assistance as the Supplier may reasonably require in order to defend the same and promptly to cease the activity which is the subject of such a claim, if so requested by the Supplier.
4.6 The Customer is responsible for and must provide all telephone and other equipment and services in order to obtain access to the Services.
4.7 The Customer undertakes to keep its password secret and secure. Should it fail to do so and a third party gain access therefore, the Customer shall indemnify the Supplier against the third party’s use of the Services in accordance with the terms of clause 4.5 above.
4.8 Except as expressly permitted in writing by the Supplier, the Customer may not reproduce, redistribute, retransmit, publish or otherwise transfer or commercially exploit any information, software, or other material received through use of the Services.
4.9 The Customer must not participate in any form of unsolicited bulk e-mailing or Spam. Spam is defined as "e-mail sent to addresses that do not affirmatively and verifiably request such material from that specific sender that includes advertisements or solicitations, commercial or otherwise, regardless of content." Without exception, the Supplier prohibits the practice spam of any type, regardless of content, and will take action to prevent this practice. The Supplier reserves the right to terminate accounts and disallow further service without notice. Spam sent from other networks which reference e-mail accounts or web sites hosted by the Supplier shall be treated as if they originated from the account referenced, unless there is sufficient reason given for the Supplier to believe that the message truly originated with some unrelated party.
5. Exclusion of Warranties
5.1 The customer acknowledges that the supplier has no control over the ownership, quality or decency of material accessed through the internet. The customer accordingly agrees that its use of the services shall be at its sole risk and expense and acknowledges that the supplier makes no warranty or representation whatsoever regarding the results to be obtained from using the services or as to the ownership, quality or fitness for any particular purpose of material accessed through use of the services
5.2 The supplier agrees to provide the services with reasonable care and skill and to endeavour to make available the services throughout the period of the contract. The supplier does not, however, warrant that its provision of the services will be uninterrupted or error free.
5.3 Subject as expressly provided in these conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permissible by law
6. Limitations of Liability
6.1 The supplier shall be under no liability (except in respect of death or personal injury caused by the negligence of the supplier):-
6.2 For any loss or damage (whether direct, indirect, special or consequential) sustained or incurred by the customer as a result of its accessing of the internet or its receipt or use of any material contained on the internet;
6.3 For any loss of profits or goodwill or any type of indirect or consequential loss even if such loss was reasonably foreseeable or had been advised to the supplier as a possibility (and whether caused by the negligence of the supplier, its employees or agents or otherwise) which arise out of or in connection with the provision of services or failure by the supplier to provide the services
6.4 In an amount in excess of the total charges paid by the customer for the services in the twelve month period preceding the event giving rise to the customer’s claim against the supplier.
7. Communications Software
7.1 The Supplier may provide the Customer with or allow the Customer access to third party communications software (“Communications Software”) which is freeware, shareware, or demonstration software. No charges is made in respect of the provision of Communications Software and the Supplier does not purport to grant to the Customer any right to use or any other rights in respect of the same. There is no obligation upon the Customer to use Communications Software provided by the Supplier in order to access the Services.
7.2 Any Communications Software provided by the Supplier is used by the Customer entirely at its own risk and expense and the Supplier makes no warranties or representations and will accept no liability in respect thereof. (The Supplier will, however; provide free of charge a further copy of any such Communications Software if a defect due to faulty materials or workmanship occurs in the disk upon which it was originally supplied by the Supplier during a period of 90 days from the date of such supply.) The Customer undertakes to use such Communications Software strictly in accordance with the terms of the licence granted by the relevant third party including, without limitation, any terms relating to the payment of fees.
8. Storage and Security
8.1 The customer shall be solely responsible for undertaking measures to:
8.1.1 Prevent any loss or damage to your website or server content.
8.1.2 Maintain independent archival and backup copies of your website or server content.
8.1.3 Ensure the security, confidentiality and integrity of all your website or server content transmitted through or stored on our servers.
8.2 Although our servers are archived periodically, we shall accept no liability to you or any other person for loss, damage or destruction of any of your content or data.
8.3 The Hosting Services are not intended to provide a PCI (Payment Card Industry) or HIPAA (Health Insurance Portability and Accountability Act) compliant environment and therefore should not be used or considered as one.
8.4 The customer shall not use the Service in any way, in our sole discretion, that shall impair the functioning or operation of our services or equipment. Specifically by way of example and not as a limitation, you shall not use the Hosting Services as:
8.4.1 A repository or instrument for placing or storing archived files; and/or
8.4.2 Placing or storing material that can be downloaded through other websites.
8.5 The customer acknowledges and agrees that we have the right to carry out a forensic examination in the event of a compromise to your server or account.
8.6 Data Restoration and Archiving Charges: in the event that your website or server requires restoration to a previous point in time and assuming an appropriate archive is available, the data restoration service will be subject to a charge at our prevailing labour rate.
9. Website/Server Content
9.1 The customer shall be solely responsible for providing, updating, uploading and maintaining your website or server and any and all files, pages, data, works, information and/or materials on, within, displayed, linked or transmitted to, from or through your website or server including, but not limited to, trade or service marks, images, photographs, illustrations, graphics, audio clips, video clips, email or other messages, meta tags, domain names, software and text. You acknowledge and agree that in the course of providing you with technical assistance, it may be necessary for our support staff to modify, alter or remove the content of your hosted product.
9.2 Your website or server content shall also include any registered domain names provided by you or registered on behalf of you in connection with the Hosting Services.
9.3 If access to a third-party hosting website is required in the provision of any Service, you represent and warrant that you are authorized to provide us with access to the third-party hosting account for the purposes of this Service Agreement. You agree that you retain sole contractual and any other legal or fiduciary responsibilities related to your third-party hosting account.
9.4 If you request that we install any Third Party Software not provided as part of the Hosting Services, you represent and warrant that:
9.4.1 you have the right to use and install the Third Party Software
9.4.2 you have paid the applicable licensing fees for the Third Party Software
9.4.3 the Third Party Software does not and shall not infringe on the intellectual property rights of any other person or entity and will not be used for malicious intent.
10. Suspension of Services
10.1 If the Customer is, at any time, in material breach of this Agreement, the Supplier may forthwith by written notice to the Customer (and without prejudice to its other rights and remedies) suspend the provision of any or all of the Services to the Customer for the period during which the breach continues.
11. Term and Termination
11.1 The Contract shall continue until terminated by either the Supplier or the Customer giving at least 30 days’ written notice to the other, such notice to expire at the end of one of the Customer’s quarterly or annual payment periods as referred to at clause 3 above.
11.1.1 The Supplier may agree to waiver the 30 day notice period where the Client may pay an administration charge set out at the time of cancellation.
11.2 The Supplier may terminate the Contract by notice in writing to the Customer:-
11.2.1 in the circumstances referred to at clause 3.2 above; or
11.2.2 if the Customer commits any other material breach of this Agreement provided that, if the breach is capable of remedy, the notice shall only be given if the Customer shall not have remedied the same within 30 days of having been given notice in writing specifying the breach and requiring it to be remedied; or
11.2.3 the Customer being a company shall pass a resolution (or suffer an order of the Court to be made) for its winding up, or if a Receiver or an Administrator shall be appointed, or if a petition for the appointment of an Administrator shall be presented in respect of it, or being an individual or partnership shall suspend payment or propose to enter into any composition with creditors or become unable to pay its debts (or have no reasonable prospect of so doing) or suffer a bankruptcy order.
12. Intellectual Property Rights and Indemnity
12.1 All Intellectual Property created or developed during the supply of The Services will remain the property of The Supplier.
12.2 On payment in full for The Services to be paid under the relevant Schedule of Services, the Customer will be granted a non-exclusive and non-transferable, royalty-free licence to use the product or The Services and any associated documentation in accordance with these terms and conditions. The Supplier will be entitled to terminate the licence forthwith, should the Customer breach the terms of this Agreement, the Schedule of Services and/or any licence granted hereunder. No sub-licences may be granted without The Supplier's prior written consent.
12.3 For the avoidance of doubt the intellectual property rights that are used in the schedule of services are to deemed to Confidential, this is to include all code developed in the bespoke software defined in the schedule of services.
12.4 The Supplier will defend, at its own expense, any legal action brought against the Customer to the extent that it is based on a claim that The Services or any Bespoke Software (or any part thereof), when used in accordance with any documentation that accompanies The Services, infringes a copyright of a third party, and The Supplier will pay any final judgement awarded to the third party against the Customer PROVIDED THAT: Customer shall
(i) notify The Supplier promptly in writing of any such claim;
(ii) permit The Supplier to have sole control of the defence, compromise or settlement of such claim, including any appeals;
(iii) not make any prejudicial statements or settlement offers without the prior written consent of The Supplier; and
(iv) fully co-operate with The Supplier in the defence or settlement of such claim. The Supplier will pay such reasonable costs, damages or fees incurred by Customer in connection with such action or claim.
12.5 Should The Services become, or in The Supplier's opinion be likely to become, the subject of any such infringement claim, Customer shall permit The Supplier, at The Supplier's option and expense, to
(i) procure for Customer the right to continue using the Bespoke Software or the Consultancy Services, or
(ii) replace or modify The Services so that they become non-infringing, or
(iii) terminate the right to use The Services, upon which termination Customer shall, and shall procure that End Users, promptly destroy all copies of The Services and certify the same to The Supplier.
12.6 The Supplier shall have no liability for any Intellectual Property infringement claim to the extent that it is based on
(i) the use or combination of The Services with software, hardware or other materials not recommended by The Supplier, provided such infringement would not have arisen but for such use or combination; or
(ii) the use of the Bespoke software in a manner other than that for which it was designed or contemplated as evidenced by The Supplier's documentation; or
(iii) any unauthorized modification of the Bespoke Software or Consultancy Services by any party; or
(iv) any compliance with designs, plans or specifications furnished by Customer. This section states the entire liability of The Supplier, and Customer's sole and exclusive remedy, with respect to infringement of any Intellectual Property rights, and The Supplier shall have no additional liability with respect to any alleged or proved infringement.
13. Force Majeure
13.1 The Supplier shall not be liable to the Customer or be deemed to be in breach of contract by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations under the Contract if the delay or failure was due to any cause beyond the Supplier’s reasonable control including, but not limited to, industrial action, war, fire, prohibition, or enactment of any kind on the part of any governmental, parliamentary or local authority, power failure or break down in machinery of any act of omission of the Customer.
14. General
14.1 The Contract is personal to the Customer who shall not assign, transfer, sub-contract or in any other manner makeover to any third party (whether in whole or in part) the benefit and\or burden of the Contract.
14.2 Any notices to be served by either party on the other under these Conditions shall be in writing and served, in the case of notice to the Supplier, at its registered office address and, in the case of the Customer, at its address as stated on the order form for the Services or, in either case, at such alternative address as the one party may from time to time designate by written notice to the other.
14.3 No waiver by the Supplier of any breach of these Conditions by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
14.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
14.5 The Contract is governed by the laws of England and the English Courts shall have the non-exclusive jurisdiction to resolve any disputes arising out of it.
14.6 Proweb (uk) ltd aim to respond to your contact within 4 hours during business hours and aim to resolve any issues you have within 5 business days of the original contact.
15. Complaints
If you have a complaint about any aspect of Proweb's Service, please call our customer services team on 01159 20 20 10. If the team cannot resolve the complaint, please contact:
The Customer Relations Manager
Proweb (UK) Ltd.
Rutland Suite
St James Business Park
Radcliffe on Trent
Nottingham
Nottinghamshire
NG12 2JP
Proweb is committed to customer service. We will try to resolve any complaint or dispute to your satisfaction as quickly as possible. If we do not do so, please contact:
Mr Richard Drage
Managing Director
Proweb (UK) Ltd
Rutland Suite
St James Business Park
Radcliffe on Trent
Nottingham
Nottinghamshire
NG12 2JP
We will reply to all complaints within five working days of receipt. We will give you a full explanation or, where appropriate, an update. If our investigation of a complaint takes more than five working days, we will keep you updated of its progress. There will be no more than 10 working days between updates. You will also be given a named Proweb contact who is responsible for your case. This person will give you updates on the progress of your complaint.
16. Arbitration of disputes
If you and Proweb cannot agree whether we should uphold a complaint, you can refer the dispute for arbitration by the Telecommunications Ombudsman. You can contact the Telecommunications Ombudsman at the number and address below. Please note that the Telecommunications Ombudsman will only normally accept a complaint if either:
• we have sent you a letter stating that we are unable or unwilling to resolve your complaint to your satisfaction when we will remind you that the Telecommunications Ombudsman can arbitrate; or
• we have not sent you such a letter within three months of when you first put your complaint to us.
The Telecommunications Ombudsman provides a free arbitration service for existing and prospective customers, independently investigating unresolved complaints in accordance with the terms and conditions shown at www.otelo.co.uk.
The Telecommunications Ombudsman can be contacted at:
Otelo
P.O. Box 730
Warrington
WA4 6W
Proweb (UK) Ltd - Terms & Conditions for Services
1. Definitions
"Proweb" means Proweb (UK) Ltd whose registered office is at St James Business Park, Radcliffe on Trent, Nottingham, NG12 2JP.
"Customer" means the person who places the Order and uses the Services.
"Telephone Line" means the telecommunications circuit that the Customer uses to obtain telecommunications services over the public switched telephone network at the Site as notified by the Customer to Proweb.
"Agreement" means these Terms, together with the order form.
"BT" means British Telecommunications plc.
"Installation date" means the date when ADSL service is installed in the site.
"Consumer" means a person who enters into a contract other than in the course of a business
"Customer Equipment" means apparatus belonging to the Customer not forming part of the Proweb Equipment but which may be connected to the Proweb Equipment.
"Order Form" means the Proweb application form, written customer order or e-mailed customer order.
"Proweb Price List" means the Proweb Price List in force from time to time and available on the Proweb Website at www.proweb.net.
"Proweb Equipment" means any apparatus or equipment provided by Proweb or any third party to the Customer at the Site to enable provision of the Service under this Agreement.
"Site" means the Customer Site where the Service is to be received.
"Service" means the installation, connection and supply of a telecommunications circuit capable of supporting ADSL services at the Site and the provision of telecommunication services over such circuit.
2. Commencement and Duration
This Agreement will commence on the Commencement Date and shall continue for an initial period of 12 (twelve) months and will automatically renew subject to termination under Clauses 12.
3. Provisions of the Service
3.1 Proweb shall provide or procure the provision of the Service to the Customer in accordance with the terms of this Agreement. The Customer acknowledges that it is technically impracticable to provide a fault free Service and Proweb does not undertake to do so.
3.2 The provision of the Service to the Customer will be subject to the characteristics of the Customers Access Connection and BT may determine that it is not possible to supply the Service over the Customers Access Connection. Where this is the case, Proweb will immediately terminate this Agreement, Proweb will not be liable to the Customer for such termination.
3.3 The Customer acknowledges that during the installation of the Proweb Equipment for the provision of the Service the Customer Access Connection may suffer a temporary loss of telephone service, and /or interference to any other Access Connection services, which shall be reinstated following installation Proweb will not be liable for any loss, interruption or interference during installation. The Customer also acknowledges that any telephone socket extensions that are incorrectly wired may be disconnected during installation, without liability to Proweb.
3.4 Occasionally Proweb and/or BT may have to interrupt the Service or change the technical specification of the Service for operational reasons (such as maintenance or Service upgrades) or because of an emergency. In these circumstances where possible Proweb will give notice to the Customer of any such interruption however, the Customer shall have no claim against Proweb for any such interruption.
3.5 Except as otherwise expressly permitted under this Agreement, the Customer may not:
· modify the Service without Proweb's prior written consent;
· redistribute, copy or u se the Service, or transfer rights to the use of the Service to any third party;
· disclose details of the Service, to any third party without Proweb's prior written consent;
· use the Service except in conjunction with Proweb's recommended operating g uidelines;
3.6 Proweb shall use its reasonable endeavours to comply with the Customer's reasonable requests in respect of installation but Proweb or BTs decision on the routing of cables and wires and the positioning of outlets and other apparatus constituting the Proweb Equipment shall be final and binding.
3.7 Proweb shall use all reasonable endeavours to provide and install or procure the provision and installation of the Proweb Equipment at the Site so that the Service can be provided on or before any installation date specified or agreed to by Proweb. Any installation date is an estimate only and Proweb shall not be liable for any failure to meet such installation date.
3.8 Installation of the Service may be subject to a survey carried out by Proweb or BT and the Service may not be provided where the survey carried out, is incomplete or unsatisfactory.
4. Use of the Service
4.1 The Customer must not use the Service:
· in a way that does not comply with the terms of any legislation or any license applicable to the Customer or that is in any way unlawful or fraudulent or has any unlawful or fraudulent purpose or effect;
· in connection with the carrying out of a fraud or crim inal offence against Proweb, or any other public telecommunications operator;
· to send, knowingly receive, upload, download, use or re-use any material which is abusive, indecent, defamatory, obscene or menacing, or in breach of any copyright, confidence, privacy or any other rights;
· to send or procure the sending of any unsolicited advertising or promotional material other than in the case of the Customer to its own customers;
· in a way that does not comply with any instructions Proweb or BT has given; or
· in a way that in Proweb's reasonable opinion could materially affect the quality of any service, including the Service, provided by Proweb or BT.
4.2 Proweb will be entitled to suspend the Service or terminate the Agreement where Proweb, in its absolute discretion, believes the Customer is in breach of any provisions of Clause 4.1.
4.3 The Customer acknowledges and accepts the following technical limits relating to the Service:
· transmission performance of some metallic local loops will means it is technically impracticable to provide Service to all Customers within the Service Availability Area;
· currently, until such time as Proweb advises otherwise, the Service cannot be provided over the same Access Connection as certain other telecomm unications services as listed on the Proweb Website.
· the Service is not available to Sites where all or part of the Access Connection is provided over fibre optic cable or radio systems.
· that the Service may also affect the performance of some PSTN customer premises equipment.
· that some technical limitations may not become apparent until after the Service has been installed and working for some time. In such circumstances the Service for some individuals may need to be withdrawn.
Heavy Usage
Persistent heavy users of the service, who in Proweb's reasonable opinion could be seen to be over-using their contended service, may at Proweb's discretion find their available bandwidth restricted at certain times of the day or a charge made to reflect the bandwidth used if continually within breach of the terms.
Partners:
Managed Whitelabel
Unmanaged L2TP (Standard based charging)
Data Transfer: 50GB per month
Exceeders either:
Move to PAYG platform where available.
Move into restricted daytime context*
Move to SDSL where available.
Data Transfer Above: 100GB per month
Pay for the additional bandwidth used
Exceeders either:
Move to PAYG platform where available
Move into restricted all hours context**
Move to SDSL where available.
Pay for the additional bandwidth used
*Restricted Daytime Context
Contended 50:1 during business hours 0800 - 1800.
No restrictions outside of these hours.
Any user exceeding the 100GB limit will be put into the restricted all hours context**
**Restriced all hours context
Contended 50:1 24/7/365.
Appeals
50GB Exceeders:
Business cases where one line is part of a multi site VPN or similar will be considered, traffic profiles and type will be taken into consideration. The data transfer of the combination of sites must not exceed 50GB per site. Non business traffic users will have to remain in the restricted daytime context or a charge can be made to reflect the bandwidth used if continually within breach of the terms..
100GB Exceeders:
Business cases where one line is part of a multi site VPN or similar will be considered, traffic profiles and type will be taken into consideration. The data transfer of the combination of sites must not exceed 50GB per site or a charge can be made to reflect the bandwidth used if continually within breach of the terms.
Please email This email address is being protected from spambots. You need JavaScript enabled to view it. to register an appeal against our decision.
Proweb customers:
Proweb Direct or Reseller
Data Transfer: 50GB per month
Exceeders either:
Move to SDSL where available
Move into restricted daytime context*
Data Transfer Above: 100GB per month
Exceeders either:
Move into restricted all hours context**
Move to SDSL where available
*Restricted Daytime Context
Contended 50:1 during business hours 0800 - 1800.
No restrictions outside of these hours.
Any user exceeding the 100GB limit will be put into the restricted all hours context**
**Restriced all hours context
Contended 50:1 24/7/365.
Appeals
50GB Exceeders: Business cases where one line is part of a multi site VPN or similar will be considered, traffic profiles and type will be taken into consideration. The data transfer of the combination of sites must not exceed 50GB per site. Non business traffic users will have to remain in the restricted daytime context or a charge can be made to reflect the bandwidth used if continually within breach of the terms.
100GB Exceeders: Business cases where one line is part of a multi site VPN or similar will be considered, traffic profiles and type will be taken into consideration. The data transfer of the combination of sites must not exceed 50GB per site or a charge can be made to reflect the bandwidth used if continually within breach of the terms.
Please email This email address is being protected from spambots. You need JavaScript enabled to view it. to register an appeal against our decision.
4.4 In the circumstances referred to in Clause 4.3 Proweb will have no liability to the Customer relating to the provision of the Service (or Proweb's inability to provide the Service), the performance of the Service, its effect on other services or equipment or the withdrawal of the Service.
4.5 The Customer will co-operate with Proweb's reasonable requests for information regarding the Customer use of the Service and supply such information without delay.
5. Charges
5.1 The charges for the Service will be calculated in accordance with the Proweb Price List. Charging will begin on the Commencement Date for the Service. Charges will be calculated in accordance with details recorded by, or on behalf of, Proweb.
5.2 The Customer will pay the charges within 30 days of the date of Proweb's invoice. Proweb may charge daily interest on late payments at a rate equal to 4% per annum above the base-lending rate of Barclays Bank Plc.
5.3 All charges exclude Value Added Tax (VAT) at the applicable rate, unless stated otherwise.
5.4 Proweb may also make an additional charge (on the basis of additional charges detailed in the Proweb Price List), on its own behalf or on behalf of a BT in the following circumstances: -
· an abortive visit charge may be incurred where incorrect information supplied by the Customer means it is technically impractical to provide the Service over the Customers Access Connection;
· where it is necessary to relocate the existing telephone master socket to p rovide the Service;
· where Proweb or BT are unable to gain access to the Site to carry out installation of the Service or the installation is aborted an abortive visit charge may be payable;
· where certain order information provided by the Customer is illegible, inaccurate or incomplete an administration fee will be charged;
· where Proweb or BT provide the support to the Customer outside its normal support times in supply of the Service;
· where a fault relates to equipment other than the supplied Equipment.
6. Customer Obligations
6.1 To allow the installation and use of the Proweb Equipment at the Site, the Customer will at the Customer's own expense:
· obtain all necessary consents, in cluding consents for any necessary alterations to buildings;
· take up or remove, any fitted or fixed floor coverings, ceiling tiles, suspended ceiling and partition covers, as Proweb or BT advises are necessary, and carry out afterwards any making good or decorator's work required; and
· provide any electricity and connection points required by Proweb or BT.
The criteria above must be completed in advance of any installation work.
6.2 The Proweb Equipment shall remain the property of Proweb or the supplier of such equipment (including BT) and the Customer shall at all times make clear to third parties that the same is the property of Proweb or a third party supplier of such equipment. Proweb may modify, substitute, renew or add to the Proweb Equipment from time to time at its absolute discretion.
6.3 Proweb shall supply the Customer with the relevant information to enable the Customer suitably to prepare the Site for delivery and installation of the Proweb Equipment. The Customer shall at their own expense provide suitable accommodation, assistance, facilities and environmental conditions for the Proweb Equipment and all necessary electrical and other installations and fittings.
6.4 A secure electricity supply is required at the Premises for the installation, operation and maintenance of the Proweb Equipment at such points and with such connections as specified by Proweb. Unless otherwise agreed, this power supply is to be provided by the Customer. Proweb shall not be responsible for interruption or failure of the Services caused by a failure of such power supply.
6.5 The Customer is responsible for the Proweb Equipment and must not add to, modify or in any way interfere with it nor allow anyone else (other than someone authorised by Proweb) to do so. The Customer will be liable to Proweb for any loss of or damage to the Proweb Equipment, except where such loss or damage is due to fair wear and tear or is caused by Proweb, or anyone acting on Proweb's behalf.
6.6 Any Customer Equipment connected to or used with the Service must be connected and used in accordance with any instructions, safety and security procedures applicable to the use of that equipment. Any equipment which is attached (directly or indirectly) to the Service must be technically compatible with the Service and approved for that purpose under any relevant legislation or telecommunications industry standards.
6.7 To enable Proweb to carry out its obligations under this Agreement, the Customer will at all reasonable times provide Proweb employees, and anyone acting on Proweb's behalf including BT, who produces a valid identity card, with access to any Site and any other premises outside of Proweb's control. Proweb will normally only require access during its usual working hours but may, on reasonable notice, require the Customer to provide access at other times. Proweb may agree to work outside its usual working hours, but the Customer must pay Proweb's additional charges for doing so as detailed in Clauses and the Proweb Price List.
6.8 If through no fault of Proweb, Proweb is unable to carry out an installation at, or gain access to, the Site or the installation is aborted, Proweb will notify the Customer Nominated Contact and may raise an abortive visit charge.
6.9 The Customer hereby irrevocably gives permission to Proweb or BT and its employees, agents or contractors to:
· execute any works on the Premises for, or in connection with, the installation, maintenance, or removal of the Proweb Equipment;
· keep and o perate telecommunication apparatus installed on, under or over the Premises;
· enter the Premises to inspect any telecommunication apparatus kept on, the Site or elsewhere for the purposes of providing the Service.
Where this Agreement or the Service is terminated for any reason Proweb or BT will be entitled to enter the Site to remove Proweb Equipment installed there.
6.10 The Customer undertakes: -
· to comply with all instructions Proweb may notify to the Customer for use of the Proweb Equipment;.
· not to allow the Proweb Equipment to be repaired or maintained other than by an authorised representative of Proweb;
· not to damage the Proweb Equipment and not to add modify or in any way interfere with the performance of the Proweb Equipment;
· not to attempt to sell the Proweb Equipment;
· not to remove any identification mark affixed to the Proweb Equipment showing that it is the property of Proweb or other third party supplier of such equipment.
6.11 The Customer shall be responsible for the repair and maintenance of any Customer Apparatus used in order to obtain or use the Service.
7. Support of the Service
Technical support for the Service is available by telephoning 01159 110 501 or by sending e-mail to This email address is being protected from spambots. You need JavaScript enabled to view it.. Technical support is available during normal Proweb office hours.
8. Intellectual Property Rights
8.1 The Customer acknowledges that the Customer shall have no rights to any intellectual property rights arising as a result of any use of the Service.
8.2 Any and all intellectual property rights used or embodied in or in connection with the Service shall be and remain the sole property of Proweb or Proweb'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 Agreement.
8.3 The Customer acknowledges such title, interest and rights and the Customer shall not take any action to jeopardize, limit or interfere in any manner with Proweb's (or any third party suppliers') title, interests or rights with respect to the Service, including but not limited to, using Proweb's or BTs trademarks or trade name.
8.4 Where software is provided to enable the Customer or to use the Service, Proweb grants the Customer, for the duration of this Agreement, a non-exclusive, non-transferable license to use the software for that purpose.
9. Warranties
9.1 The service will be provided without warranty or representation of any kind, whether express or implied Proweb disclaims and excludes all such warranties and representations including without limitation any warranty or representation that the Service is free of defects, of satisfactory quality, fit for a particular purpose or non-infringing of third party rights. The Customer accepts all risks and liabilities associated with the use of the Service.
10. Limitation of Liability
10.1 Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees.
10.2 Neither party shall be liable in contract, tort, pre-contract or other representations (other than fraudulent or negligent misrepresentations) arising out of or in connection with this Agreement for:
· any economic losses (including, without limitation, loss of revenues, profits, contracts, or business); or
· any special, indirect or consequential losses or any destruction of data, arising out of or in connection with the provisions of this Agreement.
10.3 Subject to clauses 10.1 and 10.2 Proweb's liability to the Customer in contract, tort, negligence, pre-contract or other representations arising out of or in connection with this Agreement or the performance or observation of its obligations under this Agreement shall be limited in aggregate to the charges paid, by the Customer under this Agreement.
10.4 Each provision of this Agreement, excluding or limiting liability, operates separately. If any part is held by a court to be unreasonable or inapplicable, the other parts shall continue to apply.
10.5 The Customer indemnifies Proweb and its suppliers including any BT against any claims or damages arising from the Customers access to or use of the Service and any information, data or material produced, transmitted or downloaded on the Service.
11. Force Majeure
11.1 If either party is unable to perform any obligation under this Agreement because of a matter beyond that party's reasonable control such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (whether or not involving that party's employees), or acts of local or central Government or other competent authorities or events beyond the reasonable control of that party's suppliers, the party will have no liability to the other for that failure to perform.
11.2 If any of the events detailed in paragraph 11.1 continue for more than 3 months either party may serve notice on the other terminating this Contract.
12. Termination
12.1 The Customer may terminate this agreement after the initial term by giving 30 days written notice to Proweb.
12.2 Either party may terminate this Agreement or the Service provided under it immediately, on notice, if the other:
· commits a material breach of this Contract, which is capable of remedy, and fails to remedy the breach within 15 days of a written notice to do so;
· commits a material breach of this Contract which cannot be remedied;
· is repeatedly in breach of this Contract; or
· Is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of their creditors, or goes into voluntary (otherwise than for reconstruction or amalgamation), or compulsory liquidation or a receiver or administrator is appointed over their assets.
12.3 If any of the events detailed in 12.2 occur as a result of Customer default, Proweb may suspend the Service without prejudice to its right to terminate this Contract. Where the Service is suspended under this paragraph 12.3 the Customer must pay the charges for the Service until this Contract is terminated.
12.4 Proweb may terminate this Agreement immediately upon written notice to the Customer if:
· Proweb is informed by BT supporting the Service that BT is required to cease the Service by a competent regulatory authority; or
· BT supporting the Service ceases to do so for whatever reason or changes the terms its provision of telecommunications services to Proweb for the Service beyond the reasonable control of Proweb;
· the Customer fails to comply with any of the material terms or conditions of the Agre ement and the Customer does not remedy such failure within 15 days of a request to do so.
12.5 Upon termination of this Agreement the Customer shall immediately stop using the Service and the Customer right to use the Service shall immediately terminate.
12.6 If either party delays in acting upon a breach of this Agreement that delay will not be regarded as a waiver of that breach. If either party waives a breach of this Agreement that waiver is limited to that particular breach.
12.7 Termination Charges. Termination of services which does not result from a migration will be charged at the prevailing rate; as published in our price or list from time to time or available upon request.
13. Confidentiality
13.1 The parties will keep in confidence any information (whether written or oral) of a confidential nature (including software and manuals) obtained under or in connection with this Agreement or the Service and will not without the written consent of the other party disclose that information to any person (other than their employees or professional advisers, or in the case of Proweb the employees of a Proweb Group Company or their suppliers, who need to know the information).
13.2 This Clause 13.1 will not apply to:
· any information, which has been, published other than through a breach of this Agreement;
· information lawfully in the possession of the recipient before the disclosure under this Agreement took place;
· information obtained from a third party who is free to disclose it; and
· information, which a party is, requested to disclose and, if it did not, would be required by law to do so.
13.3 This Clause 13.1 will remain in effect for 2 years after the termination of this Agreement.
14. Data Protection
14.1 Proweb and the Customer each agree to comply with their respective obligations under applicable data protection legislation and maintain all relevant registrations, including (in relation to the Customer) such registrations and consents as the Customer should obtain and maintain to enable Proweb to process personal data in connection with the performance by Proweb of its obligations under this Contract.
14.2 The Customer agrees that Proweb may put their name and other details obtained from the Order Form into a computerized directory for internal use and to enable Proweb to provide the Service.
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.
14.4 Any and all data supplied by Customers is held in accordance with Proweb's current Privacy Policy available at www.proweb.net.
15. Consumers
Where you are purchasing the Service as a Consumer the exclusion of the implied terms in Clause 9 and the provisions of Clause 14.1 will not apply.
16. Notices
16.1 Notices given under this Agreement must be in writing and may be delivered by hand, or by courier or first class post to the following addresses:
16.1.1 To Proweb at the address of the Proweb office shown on the Order Form or any alternative address which Proweb notifies to the Customer;
16.1.2 To the Customer at the address to which the Customer asks Proweb to send invoices, the address of the Customer's premises, or, if the Customer is a limited company, its registered office.
17. General Provisions
17.1 The Agreement will constitute the entire agreement between the parties and will supersede all prior and contemporaneous agreements, communications and representations (except for fraudulent or negligent misrepresentations) whether oral or written, between the parties.
17.2 A person who is not party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
17.3 In the event of a dispute between the parties, the parties will attempt in good faith to resolve the dispute or claim arising out of or relating to the Agreement promptly through negotiations between the respective representatives of the parties who have authority to settle the same.
17.4 If any provision of the Agreement (whether in part or in whole) is held by a court of competent jurisdiction to be illegal, invalid or unenforceable the remaining provisions of the Agreement shall remain in full force and effect.
17.5 Any waiver of any breach of any provision of the Agreement will not constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions of the Agreement.
17.6 The Customer may not assign or otherwise transfer, by operation of law or otherwise, the Agreement or any rights or obligations therein without the prior express written consent of Proweb.
17.7 The headings to the sections of this Agreement are for convenience only.
18. Law
The Agreement shall be governed by the laws of England and the parties submit to the non-exclusive jurisdiction of the Courts of England.
Proweb Privacy Statement
This privacy statement governs the manner in which Proweb (UK) Ltd (or "Proweb" or "We") collects, uses, maintains and discloses information collected from members in provisioning web services including domain name registration, basic dns services, geo trust certificates, and other related internet services. Proweb reserves the right to change this Privacy Statement and its policies prospectively at any time, subject to applicable laws and regulations, by posting notice of such changes on its web sites.
Legal Basis for using Personal Data:
Proweb will only process Personal Data where we have a legal basis to do so. The legal basis will depend upon the reason we collected and the needs to use the Personal Data. Under UK and EU data protection legislation in almost all cases the legal basis will be because:
Processing of the Personal Data is necessary to perform the contract to fulfil your request for services;
Processing of the Personal Data is necessary to support the creation of a contract with you as a new Reseller;
It is in Proweb’s legitimate interests as a provider of cloud services to process the Personal Data to operate and improve the Proweb Cloud Market and associated services;
Proweb processes the Personal Data to comply with a legal obligation;
You have consented to Proweb using the Personal Data for a particular purpose
If processing of your Personal Data is subject to any other laws then the basis of processing your data may be different to that set out above and may in those circumstances be based on your consent in all cases.
The Personal Information We Collect:
Proweb may collect personally identifiable information from members in a variety of ways, including online and offline subscription and order forms, paper or telephone submissions, and other instances where members are invited to volunteer such information. Additionally, contact information may be collected during any correspondence relating to member support, as well as in connection with products and services offered on Proweb sites. We collect your name, business name and type, address, phone number, email address and billing information. We only use your name, address and billing information to process your order and for customer support, required notifications, product and policy updates. Under no circumstances will we use this information for anything else not described in this privacy notice.
How long will we keep Personal Data:
Proweb will keep your Personal Data only for a long as we need it for the purpose it is being processed for. For example, if you subscribe for services, we will keep your Personal Data as long as you are an active subscriber to that service, and after that for a period which enables us to handle or respond to any complaints, queries or concerns relating to the service. We will also keep Personal Data as required to comply with any legal obligation.
We will actively review the Personal Data we hold and delete it securely, or in some cases anonymise it, when there is no legal, business or customer need to retain it.
Financial Information:
Whenever members apply for services or sign up for any other product or service through Proweb, we require financial information such as a billing details before we will process that application. We will not sell, share or rent any financial information collected except as disclosed in this policy or as necessary to fulfil orders. All credit card transactions are processed by a third party PCI compliant payment processor.
Protocol (IP) Addresses:
IP addresses are collected from all visitors to the Proweb Site. IP addresses are used to administer the daily operations of our site, to help diagnose problems with our servers, and to help prevent fraud.
Data Integrity:
We make diligent efforts to maintain accurate information on our members. To prevent unauthorized access, maintain data accuracy, and ensure the correct use of information, Proweb has put in place appropriate physical, electronic, and managerial procedures to safeguard and secure the information we collect. Each new member email address is verified prior to receiving authorized passwords. ICANN mandated WhoIs verification notices are sent out annually for review to ensure accuracy.
Data Security:
Proweb has put stringent security procedures in place to protect information collected about our members. We constantly monitor our systems, which are protected using industry-standard security measures. Secure Sockets Layer ("SSL") connections are used to communicate to our system to protect Member financial information as well as encrypting vital information that members input through Proweb's web sites. However, Proweb cannot guarantee that the information submitted to, maintained on, or transmitted from our systems will be completely secure.
Data Access:
Member's may access all personal identifiable information that we collect and maintain by logging into their member account or contacting the customer support department, This email address is being protected from spambots. You need JavaScript enabled to view it.. To protect privacy and security, Proweb reserves the right to take reasonable steps to verify Member identity prior to granting access or processing changes or corrections.
Cookies:
Proweb may use "cookie" technology in order to enhance our Members' online experience and for authentication purposes, associating them with your personally identifiable information. They are also used for measuring certain traffic patterns, and to preclude you from having to re-enter your user handle or password during multiple visits to the site. Additionally, cookies can track your progress in online promotions so you receive coupons that may be available to you. Cookies may also be used by advertising service vendors that place ads on our site and to authenticate access to additional services provided by Proweb at other web sites. Web browsers may be set to disable cookies, but please note that certain Proweb services may not function correctly if cookies are not enabled.
How Information is used:
Proweb will not market services offered by Proweb and its trusted affiliates, business partners, and independent contractors without your prior express consent. We may use anonymous information collected through our Web site for research regarding the effectiveness of the Web site and related marketing, advertising and sales efforts. Information will only be made publicly available where mandated by governing agencies or as disclosed in the terms and conditions of our agreements with members. We will not post any testimonials or comments made by our members without their explicit permission.
Electronic communications may be sent by Proweb using members' personal contact information to inform them of services announcements and upgrades in order to fulfil our service obligations.
Disclosure:
Information collected from Members will not be disclosed to independent contractors or business partners except in order to fulfil a specific service obligation. Proweb may disclose aggregated anonymous data based on information collected from Members to investors and partners. Additionally, domain names registered through Proweb will have certain information forwarded to the appropriate registry for the proper administration. In the event of the sale of Proweb's business, collected Member's information may be transferred along with the sale.
International data transfer:
Information that we collect may be stored and processed in and transferred between any of the countries in which we operate in order to enable us to use the information in accordance with this privacy policy.
Information which you provide may be transferred to countries which do not have data protection laws equivalent to those in force in the European Economic Area.
We will only transfer Personal Data when satisfactory safeguards are in place.
Your rights:
You have the right to:
1. Request confirmation whether we hold your Personal Data and, if so, to access that Personal Data.
We will inform you of: the purposes for which the Personal Data is processed; the categories of the Personal Data processed; whether your Personal Data has been disclosed and the categories of recipient of the disclosure; whether your Personal Data has been transferred to another country or international organisation; the expected period for which the Personal Data will be stored. If we did not obtain the Personal Data directly from you, we will also inform you of the source.
We may withhold such Personal Data to the extent permitted by law.
2. Request correction of the Personal Data we hold.
3. Request erasure of your Personal Data, subject to any legal obligation to which we are subject or where the processing of the Personal Data is for the establishment, exercise or defence of legal claims. We will accept your request for erasure where we have a legal obligation so to do, acceptance of such a request is otherwise at our discretion. Please be aware that the erasure of your Personal Data may affect our ability to provide the website and the services associated with it to you and in some cases our acceptance of an erasure request may require your account to be closed.
4. Restrict processing of your Personal Data where you contest the accuracy of the Personal Data we hold, consider our processing to be unlawful, consider that we no longer need the Personal Data but it is required by you in relation to a legal claim or where you have objected to our processing in accordance with your legal rights, provided in each case that we shall only be required to apply such restriction where we have a legal obligation to do so and until the issue giving rise to the restriction is resolved.
5. Withdraw any consent that you have previously given to our processing of your Personal Data.
6. Receive the Personal Data you have provided to us in a structured, commonly used and readable format, where the processing is carried out by automated means.
We may withhold such Personal Data if it adversely affects the rights and freedoms of others.
7. Object to the processing of your Personal Data, for example the use of your Personal Data for direct marketing purposes.
Children:
We will never knowingly collect Personal Information from minors (children under 16 years of age, or any other age defined under applicable law). If we become aware that a minor is attempting to or has submitted Personal Information via this Site, we will notify the user that we will not accept his or her Personal Information. We will then remove any such Personal Information from our records.
Updating Information:
Please let us know if the Personal Data which we hold about you needs to be corrected or updated. Failure to inform us of a change to your Personal Data may result in the suspension, or withdrawal, of your subscribed services.
Contact Information:
("ICANN"), the Internet Corporation for Assigned Names and Numbers, the organization which assumes responsibility for domain name allocation, requires accredited registrars to collect certain information about Members during the domain name registration process. This information includes Registrant's full name, mailing address, phone number, email address, and, where provided, facsimile number. This collected information may be used, for example, to communicate when necessary with respect to transactions conducted through the Site. Additionally, contact information may be collected during any correspondence relating to customer support, as well as in connection with products and services offered on the Site.
Miscellaneous Information:
Certain additional non-personal types of information are collected and stored whenever Members interact with us. This information is collected to better develop and offer those products and services which are most desired within our industry. For example, our servers track the page to which Members link from Proweb and the type of Web browser used. No personally identifiable information will be linked to this aggregated information, which may be shared with partners, market researchers and other third parties on an aggregate, non-personally identifiable basis.
WHOIS Information:
ICANN requires Proweb as an accredited ICANN Registrar to make certain information, collected in connection with the registration of a domain name, available to the public. This information is made public via an interactive Web page and a "port 43" WHOIS service. This information includes
(i) the Registrant's full name and those of its Administrative Contact and Technical Contact,
(ii) their mailing addresses, phone numbers, email addresses, and, where provided, facsimile numbers;
(iii) creation and expiration dates of domain name registrations; and
(iv) nameserver information associated with these domain names. This information is referred to collectively as "WHOIS Information." Please note this is publicly available information and Proweb may not be able to control how members of the public may use the WHOIS Information.
Bulk Access:
ICANN requires Proweb to make whois information available to third parties who enter into a bulk WHOIS data access agreement with Proweb. Whois information is all made available to the public through the "port 43" WHOIS service described above.
Protection of Proweb and Others:
Account and other personal information may be released when we are required to do so by law, court order, law enforcement authority or regulatory agency, including ICANN.
Sites Other Than Proweb:
We strongly recommend that Members review the privacy statement and policies of any online service prior to submitting personal information. Proweb has no control over and is not responsible for the gathering practices of other Web sites, including those to which we may link and those which may link to us.
Enforcement:
To better protect member privacy we closely monitor our privacy practices and privacy statements through in-house automated and manual procedures. For further protection there are independent recourse mechanisms available to investigate and resolve complaints, such as those provided by BBB Online or ICANN.
Questions and concerns about privacy at Proweb should be directed to: This email address is being protected from spambots. You need JavaScript enabled to view it..
Revisions or Changes: Regardless of later updates or changes to our privacy notice, we will never use the information you submit under our current privacy notice in a new way without first providing you an opportunity to opt-out or otherwise prevent that use.
How to Contact Us:
Should questions concerning this privacy policy arise, please send us an email at This email address is being protected from spambots. You need JavaScript enabled to view it.. Please specify "Privacy Statement" in the subject line of this e-mail.
Proweb (UK) Ltd
Attention: Data Protection Officer
Rutland Suite
St James Business Park
Radcliffe on Trent
Nottingham
NG12 2JP