SIPTO Ltd, 3 High St, BR3 1AZ, UK.
Contact Telephone +44 (0)203 519 6677
SIPTO.co.uk part of SIPTO Limited Terms of business services
SIPTO Ltd Terms of service
for www.SIPTO.uk , www.SIPTO.co.uk
Policies Registrant Rights and Responsibilities:
For all co.uk registrations SIPTO Ltd adheres to the Nominet Dispute Resolution Service (DRS), please see here www.nominet.uk/go/terms for the latest policy.
UK Domain Names “Nominet” Terms and Conditions found here www.nominet.uk/go/terms
ICANN Domain Name Dispute Resolution Policies https://www.icann.org/resources/pages/dndr-2012-02-25-en
Complaints & Escalation Process Email admin@SIPTO.co.uk
Abuse Email admin@SIPTO.co.uk
SIPTO Ltd adheres to the Uniform Domain Name Dispute Policy (“UDRP”) which is applicable to all gTLDs and some ccTLDs. The current version of the UDRP is found here http://www.icann.org/en/help/dndr/udrp.
In addition, SIPTO Ltd adheres to all other dispute resolution policies where the registry operator for the applicable domain name has chosen to administer a different dispute resolution policy.
SIPTO Ltd adheres to the Uniform Rapid Suspension (“URS”) which is applicable to all gTLDs. The current version of the URS is found here. http://newgtlds.icann.org/en/applicants/urs
Expired Registration Recovery Policy:
RAA – https://www.icann.org/resources/pages/approved-with-specs-2013-09-17-en
Consensus policies -https://www.icann.org/resources/pages/consensus-policies-2012-02-25-en
ICANN – https://www.icann.org
Computer Misuse Act
WARNING You have accessed a server managed by SIPTO Ltd. You are required to have authorisation from SIPTO Ltd.
Unauthorised access to or misuse of this system is prohibited and may constitute an offence under the Computer Misuse Act 1990.
If you disclose any information of SIPTO Ltd obtained through this system without authority SIPTO Ltd may take legal action against you.
SIPTO.co.uk part of by SIPTO Limited Terms of business conditions.
These SIPTO Ltd Standard Terms and Conditions Terms are entered into by SIPTO.co.uk SIPTO Ltd and the entity executing an Order or using the SIPTO Ltd dashboard control panel (Customer). These Terms govern Customers use of the SIPTO Ltd service, and together with any Order (or the information entered through the SIPTO Ltd dashboard Control Panel comprise the Agreement between SIPTO Ltd and Customer. If there is any inconsistency between: (i) the terms of a signed Order or those entered through the Dashboard either Order Details and (ii) these Terms, the Order Details as applicable, shall prevail.
registering ordering via verbal order email/ purchase order/ order form for services or usage of any services to the following
(a) as required as a matter of law
(b) in the reasonable enforcement of our contractual rights
(c) to identify or resolve technical problems arising from the use of the Site
(d) to deal with complaints from any party regarding the operation of the Site or
We will ordinarily use personal data which you supply only for the purpose of sending to you information which you request or otherwise responding to you. We also use and disclose general data regarding your use of the Site (which does not identify you as an individual) for the purpose of administering and developing this Site.
We may on occasions wish to use personal information supplied by you to inform you of services and products which we think may be of interest to you. In addition, we may also provide your personal information to our subsidiaries, affiliates and group companies. If you do not wish to receive any information from us about our new products and services you may inform us of this by indicating when you submit your personal information to us that you do not wish to receive such material. We will always ask for your specific consent before passing your details to our subsidiaries, affiliates and group companies for marketing purposes. At any stage subsequently you can also inform us that you do not wish to receive information from us or our subsidiaries, affiliates and group companies to which we pass your data by sending an e-mail to admin@SIPTO.co.uk. You may also contact us at that email address to ask us to delete or update personal information which we hold about you.
Data stored on the Site will be stored in a secure manner and we shall use reasonable endeavours to ensure that any such data cannot be accessed by unauthorised third parties.
FOR THE PROVISION OF INTERNET ACCESS LEASED LINE / MPLS / FTTC AND RELATED PRODUCTS AND SERVICES
Terms and conditions
SIPTO Ltd is a UK Limited Company registration number 8761671 registered offices at 3 High Street BR3 1AZ an Internet Service Provider Layer1/2/3 and VOIP Service Provider consultancy who provides products and services related to Internet Connectivity, Traffic, Content, Hardware and Software, products and services.
– CUSTOMERS ARE NOT PERMITTED TO MOVE/CHANGE THE CABLING SERVICE WITHOUT FIRST NOTIFYING THE SIPTO.co.uk SERVICE DESK. ALL MOVES/CHANGES IN SHARED AREAS MUST BE CARRIED OUT BY A TELEHOUSE ENGINEER. FAILURE TO COMPLY WILL RESULT IN AN ADDITIONAL CHARGE. – THE REMOVAL BY THE CUSTOMER OF ANY TELEHOUSE or SIPTO.co.uk IDENTIFYING MARKS FROM THE CABLE WILL RESULT IN A CHARGE FOR THE RE-IDENTIFICATION OF THE CIRCUIT.
3.0 The Contract
The Company is deemed to have entered into a contract with the Customer when either the Company has received written instructions from the customer to enter into such a contract or the Company has received a Purchase Order as hard copy, verbal order or email, service order agreement commences upon receipt of payment of initial invoice for service of full payment of quoted and agreed NRC as notified.
If the customer should renege on the order while the Company is in the process of delivering said order, and before said order has been delivered, the Customer shall bear all costs incurred by the Company and all reasonable expenses and time and material costs related to said order.
3.1 Contract means any agreement between the Company and the Customer resulting from a Customer order for the supply of Products and/or Services
3.2 Company means ( SIPTO ltd or its affiliates)
3.3 Customer means the other party to the Contract
3.4 Designated Location means the premises of the Customer stipulated by the Customer in the Contract as the place or places of delivery of the Products and/or the Services.
3.5 Effective Date means the date set out in the Contract for the completion of installation and acceptance of the Products and/or commencement of the Services.
3.6 Hardware means the hardware components of the Company s products, including all ancillary equipment, accessories, spares and related documentation, supplied in accordance with the Contract.
3.7 Initial Term shall be the minimum term set out in the Contract for the provision of the Services commencing on the Effective Date.
3.8 Product means the Company s Hardware and Software products incorporated into the Contract.
3.9 Network means any telecommunications infrastructure owned by or leased to the Company including but not limited to any [access links] provided as part of the Service.
3.10 Services means those services incorporated in the Contract.
3.11 Service Limitations means any limitations, exclusions, pre-conditions or other provisos to the Company s obligations resulting from the Contract, whether expressly set out in the Contract or otherwise reasonably to be implied into the Contract.
3.12 Software means any operating system, utility or applications software to be supplied by the Company in accordance with the Contract in machine-readable object, printed or interpreted form and either incorporated with a Product or supplied separately including all related documentation and copies supplied to or made by the Customer
3.13 Software License means any applicable license relating to the Software entered into between the Customer and the original supplier and required to be signed by the Customer as a condition precedent in the Contract
3.14 Specification means the specification set out in my particular Contract, as from the time amended by the Company or the original manufacturer or supplier describing the standard Products and/or Services available under any Contract
3.15 Terms of Service means any levels of Service applicable to the Contract
3.16 Total Contract Price means the aggregate price of all Products and/or Services to be supplied by the Company under the Contract including value added tax and all taxes, charges, levies or duties of any kind payable on the supply of the Products and/or Services and any delivery charges as set out in the Contract.
4.1 Catalogues, price lists and any other advertising literature material as used by the Company are intended only as an indication as to price and the product range and no prices, description or other particular contained therein shall be binding on the Company unless those specifically quoted to the Customer in an official capacity and within the quote period stated.
4.2 Unless otherwise stipulated in the Contract, all prices are on an ex-works basis and the Customer shall pay and be responsible for all transport, packing and insurance arrangements or as appropriate, any delivery or other charges set out in the Contract except in such cases where hardware or software or both remain within the Company’s possession while in the ownership of the customer, while being hosted by the Company.
4.3 In respect of orders for supply outside the UK, the Customer shall pay all taxes, charges, levies or duties of any kind payable on the supply of the Products and/or Service and shall procure for the benefit of the Company all necessary import licenses or consent as a precondition to the Company s performance of the Contract. The Customer shall hold the Company harmless from and against any contravention of any relevant local laws or regulations.
4.4 Unless otherwise stated in the Contract, all prices are for delivery of the Products to the Customer s Designated Location in the mainland of the UK or FCA (UK port or airport) for any other destination, The Customer shall pay any delivery charges set out in the Contract.
5.1a The Company may invoice the Customer at any time after the supply of the Products or the Services and thereafter in accordance with the Contract, and, unless otherwise stipulated in the Contract, payment is to be made by the Customer, in all cases in full without deduction or set off, in cash within 30 days of the date of invoice for products and initial payment for services and/or by standing order directly from the Customer’s bank.
5.1b Where stipulated by the Company, all standing orders must be activated by the Customer and in position by the date indicated on the mandate. Failure to comply with this directive will constitute a default action on behalf of the Company to invoice the Customer for the entire term (Typically annual). A delay by the Customer’s bank to comply within the time frame set forth by such a mandate, within the stipulated calendar month, shall warrant action 5.3 by the Company.
5.2 In the case of overseas Customers, unless otherwise agreed in the Contract, the Customer s order must be accompanied by a remittance for the Total Contract Price or advice that an irrevocable Pounds Sterling Letter of Credit for the Total Contract Price has been established with and confirmed by a first class UK Clearing Bank in favor of the Company. The Letter of Credit should have a validity equal to the full delivery period of the Products and/or Services plus one month and should provide for part shipment and Trans-shipment of the Products with the release of one hundred percent of the value of each shipment against presentation of a commercial invoice.
5.3 Without prejudice to the Company s rights under Conditions 5.4 and 12.1, any sum not paid on the due date shall be subject to interest at the rate of 4% per annum above the Base Rate of Barclays Bank Plc from time to time compounded monthly from the due date until date of actual payment, such interest to run from day to day and to accrue after as well as before anyjudgment there may be further administration disconnection and reconnection charges per invoice overdue.
5.4 In the event that the Customer fails to make any payment on the due date to the Company under the Contract, then without prejudice to any other remedy or right available to the Company, including the right of termination under Condition 12.1, the Company shall be entitled to suspend any further deliveries of Products and/or Services to the Customer.
6.0 DELIVERY AND RISK
6.1 Whilst the Company will endeavor to meet any dates or times specified or requested for delivery and/or installation of any Product and/or the provision of any Services, all such dates and times shall be deemed to be estimates only and the Company shall not have any liability for delay or for any damages or losses sustained by the Customer as a result of such dates or times not being met.
6.2 The Company reserves the right to make deliveries of Products in installments or where appropriate to perform any Services in stages. Delay or other default in relation to a particular installment or stage shall not relieve the Customer of the obligation to accept delivery of and pay for other installments or Services completed.
7.1 In no case shall title in any Hardware pass from the Company to the Customer before delivery and under no circumstances shall title to any Licensed Software pass to the Customer at any time. Notwithstanding delivery and/or the passing of risk in any hardware, full legal and beneficial ownership shall remain with the Company until the Company shall have received in cash or cleared Funds payment in full of the Total Contract Price under the Contract. This shall not restrict the Company s right to recover the Total Contract Price from the Customer.
7.2 In addition, and even if payment in full has been made under Condition 7.1, title in any Hardware shall not pass to the Customer unless and until full payment in cash or cleared funds has been received by the Company in respect of all other amounts (including VAT) overdue by the Customer to the Company on any other contract or otherwise howsoever. Unless and until the Company shall have received the Total Contract Price and all other amounts overdue, the Hardware in question shall remain the property of the Company and marked as such whether in the possession of the Company or the Customer.
7.3 During such time, The Customer shall take all necessary measures for the protection of the Company s Products, at no cost to the Company, including the insurance thereof against all usual risks with a reputable insurance company approved by the Company for the full replacement value.
7.4 The Company s continuing ownership of the Hardware under Conditions 7.1 and 7.2 will not be affected if the Hardware is assembled or incorporated by the Customer into other goods (provided in the case of any part of the Company s goods that it retains its substantial identity as a separate component and can be disassembled without unreasonable difficulty or expense) or if minor processes (such as, by way of example and not limitation, re-labeling, re-boxing, re-packaging or the installation of additional or different operating software) not affecting the substantial identity of the Hardware are applied by the Customer to the goods.
7.4 Software supplied under the Contract and the copyright and all other intellectual property rights of whatever nature in the Software, in the absence of a more specific agreement with the Customer, are and shall remain the property of the Company. In the case of third party proprietary Software, the third party owner of the Software and the Customer s use of the Software shall be subject to the Terms and Conditions of the Software License. Without prejudice to the foregoing, if the Company is entitled to repossess any of the Hardware pursuant to this Condition 7 it shall be entitled to repossess any Software supplied under the same Contact at the same time. This right shall be exercisable by the Company notwithstanding the fact that the Company may be the licensor and not the owner of the Software.
8.0 LIABILITY OF THE COMPANY
8.1 The Customer acknowledges and agrees that-
8.1.1 any and all equipment is used safely and properly and maintained, stored and kept in accordance with any instructions, user handbooks or other form of guidance relating to them provided by the Company as well as any regulatory requirements applicable thereto and the price of the Products is quoted and agreed commercially and at arms length on the basis of the Company s potential liability as set out in these conditions, with the Customer having the opportunity however for any particular Contract to ask for a relaxation of these conditions with any appropriate adjustment to the price and that the suitability and compatibility of any Product to the Customer s systems or overall requirements is the responsibility of the Customer. Accordingly, (unless and to the extent set out in the Contract) the Company accepts no responsibility or duty of care in respect of any pre-Contract or other assistance which may be given by the Company or in respect of any non-performance of any Product or breaches of security due to any incompatibility with the Customer s system or arising out of any failure of the Customer s security policy or other procedures upon which the Overall performance of any Product is dependant, Not withstanding the Company’s acceptance of limited liability in these conditions. It would be prudent for the Customer to insure against all loss or damage which the Customer could suffer as a result of the Company’s acts or omissions and to provide adequate, systems for disaster recovery and data protection.
8.2 The Products and/or Services will be supplied generally in accordance with the Company s Specification, and/or any applicable Terms of Service. The Company s policy is one of continuous development and consequently Specifications may be varied from time to time either by the Company or the original manufacturer or supplier. On no account shall the Company be liable in respect of any loss or damage resulting from any variation for whatever reason in the Specification or technical data relating to Products manufactured by any third party but supplied within the Contract, nor resulting from any curtailment or condition of supply following such variation, although the Company will use its reasonable endeavors to advise the Customer of such impending variations as soon as the Company receives notification from the third party manufacturer.
8.3 Any warranties given by the Company to the Customer either relating to the performance of the Products and/or the Services shall be as set out in the Contract. Unless otherwise so stated in the Contract, the sole responsibility of the Company shall be as follows-
8.3.1 If any part of the Hardware should prove defective in materials or workmanship under normal operation or service, such Hardware will be repaired or replaced only in accordance with any warranty provided by the manufacturer of the Hardware.
8.3.2 All Software is supplied &lsquoas is and the sole obligation of the Company in respect of the Software shall be to use its reasonable endeavors to obtain and supply a corrected version (at the then current release level) from the manufacturer concerned, provided the Customer notifies the Company of any such nonconformity within the warranty period provided by the manufacturer of the Software on question, less 14 days in order for the Company to administer the claim.
8.4 Descriptions and illustrations contained in the Company s catalogues, proposals and/or user handbooks shall not form part of the Contract.
8.5 All specifications, drawings and technical descriptions submitted with or in connection with any quotation or acknowledgement of the Company or in the Contract are the Company s copyright.
8.6 Any warranties and obligations if relevant owed to the Customer by the Company pursuant to the Contract, shall be subject to the following conditions-
8.6.1 the defective Products are returned properly packed carriage paid to the Company s specified works in the UK at the Customer s risk within the warranty period set out in the Contract and the Products have not been misused, mishandled, overloaded, amended, modified or repaired in any way by the Customer its employees, agents or sub-contractors, or used for any purpose other than that for which they were designed and, in the case of Services, no Service Limitations apply to the Contract and the products have ceased to function due to any failure in the Customer s security policy or other such procedures or to a reconfiguration or any change to the Customer s system on which the Product is installed or that system is not suitable for thepurposes for which the Product is designed and if the Products have been manufactured to the Customer s drawing design or specification the defects are not as a result of faulty drawing design or specification supplied by the Customer and if the Products have been installed and/or commissioned by someone other than the Company or its employees, agents or its sub-contractors the defects are not as a result of faulty installation and/or commissioning, and the defect is not due to fair wear or tear, willful damage, negligence, abnormal working conditions or failure to follow the Company s instructions or the nonperformance by the Customer of its obligations in the Contract, and the Total Contract Price has been paid, if due.
8.7 Repaired or replaced Products will be returned free of charge.
8.8 In the discharge of any obligation hereunder, the Company may if so requested by the Customer (but then only at its sole discretion), send the Company s personnel to repair or replace the Products or investigate the problems remotely provided that if on investigation at the Designated Location or remotely it appears that the alleged defects do not exist or are the result of any of the causes referred to in Conditions 8.6.1 to 8.8 (inclusive) hereof THEN the Company shall be under no obligation to carry out any repairs or replacement of the Products concerned and shall be entitled to recover from the Customer all costs and expenses involved in investigating any problem remotely or in sending its personnel to the Designated Location at the Company s normal charging rates and if the Company agrees to carry out any repairs to the Products it shall be entitled to charge the Customer for all such costs and expenses referred to in 8.8.1 and all repair works at the Company’s normal charging rate for such personnel and list price for spare parts used unless the Company is already obliged to carry out such repairs as part of the Services.
8.9 Subject to Condition 8.10, the Company accepts liability to the Customer-
8.9.1 where the Company s negligence in its performance of the Contract causes death or personal injury
8.9.2 where the Company s negligence in its performance of the Contract causes direct physical damage to or destruction of property but so that such liability shall not exceed the sum set out in the Contract or if not so stipulated the Total Contract Price.
8.9.3 arising out of any breach of the obligations as to title implied by the Sale of Goods Act 1979 or the Supply of Goods and Services Act 1982 (as amended) as appropriate.
For the avoidance of doubt the Company s liability under Conditions 8.9.1 and 8.9.3 shall be unlimited.
8.10 The liability set out in 8.9 is not accepted by the Company on any Contract to which Section 27(1) of the Unfair Contract Terms Act 1977 applies which is an international supply contract as described in Section 26 of the Unfair Contract Terms Act 1977.
8.11 The Customer is required to notify the Company of any claim under 8.9 above as soon as reasonably possible.
8.12 Save as set out in Conditions 8.6 to 8.9, all terms, warranties and conditions relating in any way to description, sample, condition, quality or fitness of any of the Products, and/or as to the skill or care of the Company, its servants or agents relating to the supply or provision of any Services, whether statutory, express or implied, and whether arising directly or indirectly, are excluded and the Company shall not be liable to the Customer for any negligence of itself, its servants or agents howsoever arising.
8.13 Under no circumstances (whatever the basis of any claim against the Company whether in contract, tort (including negligence) or otherwise), except as provided in Conditions 8.9.1 and 8.9.3, will the Company be liable for any consequential or indirect loss or for any loss of profit or business.
8.14 Further and in any event, under no circumstances except as provided in Condition 8.9 and whatever the basis of any claim against the Company whether in contract, tort (including negligence) or otherwise will the Company s liability, for any one claim or the total of all claims arising from any one act or default or from any single series of acts or defaults of the Company, its servants or agents, exceed in the aggregate the sum expressly agreed in writing inthe Contract or (if there is no such agreement) the Total Contract Price of the Products in respect of which the liability arises,
9.0 PATENT INDEMNITY
9.1 Subject to Condition 9.2, if the Customer is threatened with any action alleging that the Products in the form supplied by the Company infringe any patent, copyright registered design, design right or other intellectual property rights then provided that the Customer promptly informs and fully co-operates with the Company and in cases where the Company so requests allows the Company to defend any action on the Customer’s behalf and have the sole control of any and all negotiations for settlement, then the Company will indemnify the Customer against any award of damages and costs against the Customer arising from such action. Further, if such event occurs the Customer agrees that the Company shall have the right at its option and its own expense either to-
9.1.1 modify any Products so that they do not infringe or
9.1.2 replace any Products with non-infringing Products or
9.1.3 procure for the Customer the right for the Customer to continue its use of any Products.
9.2 The Company shall have no liability in respect of claims for infringement or alleged infringement of any third parties patent or other proprietary rights arising from the execution of the Contract in accordance with the Customer’s designs plans or specifications and the Customer shall indemnify the Company against all losses, damages, expenses, costs or other liability arising from such claims.
10.0 CUSTOMER OBLIGATIONS AND INDEMNITY
10.1 The Network and/or Services may only be used for lawful purposes (according to all applicable laws) by the Customer at the Designated Location(s).
10.2 The Customer shall not (or authorise or permit any other party to) use the Services or the Network for the transmission of any material which is in violation of any applicable laws
or regulations, or which is defamatory, menacing, obscene, in breach of third party intellectual property right (including copyright) or in breach of trade secrets. Any breach of this Condition shall be deemed to be a material breach of the Contract and the provisions of Condition 12 shall apply irrespective of whether the Customer is aware of the content of any material so transmitted or not. Notwithstanding and in addition to such right the Company may suspend the Services without notice with immediate effect if in the Company s reasonable opinion the Customer is in breach of this Condition.
10.3 The Customer acknowledges that the Company is unable to exercise control over the content of the information passing over the Company s Network and/or in respect of the Services, and the Company hereby excludes all liability of any kind for the transmission or reception of infringing information of whatever nature.
10.4 The Customer hereby agrees to indemnify and hold the Company harmless from any claim brought by a third party resulting from the use of the Company s Network and/or the Services in breach of the Customer s obligations hereunder, including but not limited to infringement of any intellectual property right of any kind, legislation or regulation. The Customer shall defend and pay all costs, damages, awards, fees (including reasonable legal fees) and judgments finally awarded against the Company arising from such claims. and shall provide the Company with notice of such claims, full authority to defend, compromise or settle such claims and reasonable assistance necessary to defend such claims, at the Customer s sole expenses. Such actions will be taken in consultation with the Customer.
10.5 The Network may be used by the Customer to link into other networks world-wide and the Customer agrees to conform to the acceptable use policies of such networks. In addition the Customer undertakes to conform to all protocols, standards and other documents from time to time applicable to the Internet or otherwise relating to the Network and/or Services. In the event that communications by a Customer do not conform to these standards, or if the Customer makes profligate use of the Network or The Service to the detriment of the Company or the Company s Customers, the Company reserves the right to restrict passage of that Customer s communications until they give a suitable undertaking as to use.
10.6 The Customer agrees to abide by the terms of any Software License and to fully and effectively indemnify the Company in respect of all or any losses incurred by the Company resulting from a breach thereof and to pay to the Company all additional reasonable charges of the Company at the then applicable rate and all other expenses incurred by the Company in processing any variations to any Software License.
11.0 EXCUSABLE EVENTS
Notwithstanding any other provision of the Contract, the Company shall be under no obligation and may terminate the Contract without liability if the Company is unable to perform the Contract as a result of any cause beyond the control of the Company including but not limited to acts of God, war (whether declared or not), sabotage, riot, explosion, Government control, restrictions or prohibitions or any other Government act or omission whether local or national, fire, accident, earthquake, storm, flood, epidemic, drought, or other natural catastrophes, inability to obtain equipment, suitable raw materials, components, fuel, power or transportation, disputes with workmen, strikes or lockouts or shortage of labor.
12.0 DURATION AND TERMINATION
12.1 Subject to earlier termination as provided for in this Condition 12 and unless otherwise defined in the Contract, the Contract shall be for the Initial Term, and shall continue automatically thereafter on a yearly basis at the then applicable rate, subject to three months notice on either side such notice to expire no earlier than the Initial Term with minimum written notice 90 days prior to the anniversary date specified.
12.2 Without prejudice to any other right and remedy available to the Company, and in particular the right to accept a wrongful repudiation and recover un- liquidated damages, the Company shall have the right forthwith to determine the Contract by notice
(i) If the Customer commits any material breach of any of the terms of the Contract
And fails to remedy the same within 21 days of written advice requiring such
(ii) If the Customer, being an individual, dies, or suffers an interim order (within the
Meaning of the insolvency Act 1986) to be made against him, or enters into a
Voluntary arrangement with his creditors, or suffers the making of a statutory
Demand or the presentation of a petition for a bankruptcy order, or if the Customer, being a body corporate, enters into any liquidation or calls any meeting of its creditors, or has a receiver or receiver manager of all or any of its undertaking or assets appointed, or suffers the appointment or the presentation of a petition for the appointment of an administrator under the provisions of Part ll of the insolvency Act 1986, or is deemed by virtue of Section 123 of the Insolvency Act 1986 to be unable to pay its debts, or if any distress execution or other legal process is levied on or against any goods or property of the Company or the Customer, or against any premises where the same may be, or if the Customer suffers any analogous proceedings as referred to in this Condition under foreign law or if the Customer permits any judgment against it to remains unsatisfied for 7 days or
(iii) If the Customer is in breach of any other Contract entered into by the Customer
With the Company or any Group Company and such termination will be without
Prejudice to the Company s accrued rights including any rights to damages, but the Company shall be relieved of any further performance.
12.2 On termination in any case, the Customer shall immediately (notwithstanding any agreed payment terms or other arrangements to the contrary) pay any sums due to the Company and redeliver to the Company all Products of which the Customer has not already become owner. For the avoidance of doubt the provisions of Condition 6 (as to risk) and Condition 7 (as to the Company s title and ancillary remedies and Software) and Condition 8 (as to the limitation of the Company s liability) shall continue after termination.
12.3 In the case of termination under Condition 12.1 by the Company following breach by the Customer, the Customer shall pay all the Company s costs and expenses, and the Company s loss consequent on such breach and termination being the Total Contract Price less any saving to the Company as to further performance by being able to resell the Products and otherwise.
13.0 ENTIRE AGREEMENT
The Contract supersedes all previous conditions, understandings, commitments, agreements or representations whatsoever, whether oral, by conduct or written, relating to the subject matter thereof.
The Customer shall not assign, pledge, charge or deal in or make over in any way the benefit of the Contract without the prior written consent of the Company.
14.1 Terms of service IE conectivity / (hardware that may be collocated and connected to any service by the company for any client, can be confiscated if arrears are older then three weeks without payment )
Any hardware Collocated by the company can be held under the terms of service and can then be sold at auction in order to clear any arrears the hardware may have incurred while collocated and connected to any service.
Force Majuere If, at any time, during the continuance of any contract with SIPTO ltd, the performance in whole or in any part by either party of obligation under the agreement is prevented or delayed by reasons of any war, hostile acts of the enemy, civil commotion, subrogate, fire, floods, earthquakes, explosions, epidemics, strikes and quarantine restrictions (herein after referred to as eventualities) neither party shall, by reason of such eventualities be entitled to terminate this contract agreement nor shall either party have any claim for damages against the other in respect of such non performance or delay in performance. Performance of the contract agreement shall, however be resumed as soon as practicable after such eventuality has come to an end or ceased to exist.
UK Domain Names “Nominet” Terms and Conditions found here www.nominet.uk/go/terms
ENOM Terms and Conditions found here http://www.enom.com/terms/default.aspx
ICANN Domain Name Dispute Resolution Policies https://www.icann.org/resources/pages/dndr-2012-02-25-en
2. Service Levels
3. Service Level Guarantees and Compensation Entitlements
4. How SIPTO.co.uk Will Pay Compensation Entitlements
5. Quality Of Service Issues Process
6. What Is Not Covered
1.1 This Schedule contains the Service Level Agreement between SIPTO Ltd and the Customer for the Service.
1.2 For the avoidance of doubt, all Service Levels and Service Level Guarantees are subject to clause 6 of this Schedule.
1.3 For the purposes of this Schedule the Customer acknowledges that only those performance measures produced by SIPTO Ltd will be used as the basis for assessing SIPTO Ltd s performance.
1.4 SIPTO Ltd will aim to comply with the Service Levels set out in clause 2 of this Schedule, but these levels are targets only and SIPTO Ltd has no liability for any failure to meet them.
1.5 If SIPTO Ltd fails to comply with the Service Level Guarantees set out in clause 3 of this Schedule, the Customer shall be entitled to the Compensation Entitlement set out clause 3 of this Schedule. These Compensation Entitlements shall be the sole and exclusive remedy for breach of the Service Level Guarantees.
2. SERVICE LEVELS
2.1 SIPTO Ltd will aim to
(a) notify the Customer within
(i) 1 Working Days after the day a correctly completed Customer Order is received that SIPTO Ltd has received the Customer Order and the order number allocated to that Customer Order
(ii) 10 Working Days after the day a correctly completed Customer Order is received whether a Service can be provided, if Excess Construction Charges will be payable by the Customer and the special terms and conditions (if any) applicable to a Service and
(iii) 16 Working Days after the day a correctly completed Customer Order is received of the amount of Excess Constructions Charges payable (if any), the Contractual Delivery Date and SIPTO Ltd s preferred installation date for a Service and
(b) terminate an individual Service on the date requested by the Customer provided the Customer gives SIPTO Ltd no less than 90 Working Days notice.
3. SERVICE LEVEL GUARANTEES AND COMPENSATION ENTITLEMENTS
3.1 SIPTO Ltd will activate the Service by midnight on the Contractual Delivery Date.
3.2 If SIPTO Ltd does not comply with sub-clause 3.1 then SIPTO Ltd will pay or allow the Customer the Compensation Entitlement for the relevant Service in accordance with the following table
Number of Working Days activation is beyond the Contractual Delivery Date
Discount on the connection charge for the Service
More than 20
3.3 SIPTO Ltd will
(a) make the repair service available 24 hours a day, 7 days a week including Bank and Public Holidays
(b) respond within 4 hours of receipt of a fault report, unless agreed otherwise in writing by the parties
(c) clear a reported fault in a Service within 5 hours or 24 hours for an Etherway Copper fault and
(d) contact the Customer to report the progress being made to restore a Service if the Service is not restored in accordance with this sub-clause.
3.4 A fault will be considered to have been closed by SIPTO Ltd if it has been cleared by SIPTO Ltd and this has been confirmed by SIPTO Ltd to the Customer.
3.5 If during a Review Period
(a) SIPTO Ltd does not comply with sub-clause 3.3 and
(b) the reported fault causes &lsquototal loss of service (i.e. no transmission of signals in one or both directions) for more than 5 hours, or more than 24 hours for Etherway Copper after it has been reported to SIPTO Ltd.
SIPTO Ltd will pay or allow the Customer the Compensation Entitlement for the Service in accordance with the following table
Number of faults per Review Period for the Service
Discount on rental charge for the Service
6 or more
3.6 Where the Agreement or a Service is terminated during a Review Period, no Compensation Entitlements will be payable for that Review Period.
4. HOW SIPTO Ltd WILL PAY COMPENSATION ENTITLEMENTS
4.1 Compensation Entitlements payable under this Schedule shall only be allowed and payable if the Customer notifies SIPTO Ltd in accordance with the provisions of sub-clause 7.5 of schedule 2.
4.2 Subject to sub-clause 3.6 above and sub-clause 4.3 below, any Compensation Entitlements payable will be credited to
(a) for late provision (sub-clauses 3.1 3.2), the Customer s next invoice following the late activation or
(b) for fault repair (sub-clauses 3.3 3.6), the Customer s next invoice following the relevant Review Period.
4.3 Notwithstanding sub-clause 4.2 above, SIPTO Ltd may off set all or part of any such amounts against any outstanding sums which have not been paid by the Customer in accordance with the Agreement.
4.4 If the Customer disputes the Compensation Entitlement calculated by SIPTO Ltd, then the Customer must notify SIPTO Ltd by the 15th day of the calendar month following the relevant Review Period or late provision.
4.5 If a Compensation Entitlement is not allowed or paid for any reason SIPTO Ltd will notify the Customer together with the reason for rejection.
5. QUALITY OF SERVICE ISSUES PROCESS
5.1 If a Service Level or a Service Level Guarantee contained in this Schedule 3 is consistently not being achieved, SIPTO Ltd will make reasonable endeavours to, (following the written request of the Customer), develop a corrective action plan and shall keep the Customer informed on a regular basis of all relevant developments concerning implementation of the corrective action plan.
6. WHAT IS NOT COVERED
6.1 A Service Level, Service Level Guarantee and any Compensation Entitlement will not apply if
(a) the failure by SIPTO Ltd is due to the Customer s own network or equipment or any other network (including but not limited to the Internet) or equipment outside the SIPTO Ltd Network
(b) the Customer is in breach of any part of the Agreement that affects SIPTO Ltd s ability to comply with the Service Level and/or Service Level Guarantee or SIPTO Ltd suspends the Service or any part of it in accordance with the Agreement
(c) through no fault of its own or because of circumstances beyond its reasonable control, SIPTO Ltd is unable to carry out any necessary work at, or gain access to the Customer s Site or an End User s Site or the Customer fails to agree an appointment date or work is aborted
(d) the Customer and SIPTO Ltd agree a different timescale for performance of a Service Level and/or Service Level Guarantee set out in this Agreement
(e) reasonable assistance is required or information is reasonably requested by SIPTO Ltd from the Customer, End User or a third party and such assistance or information is not provided or is not provided in a timely fashion
(f) through no fault of its own, SIPTO Ltd is unable to obtain any necessary permissions or consents required in connection with the performance of a particular Service Level or Service Level Guarantee
(g) the failure is due to Force Majeure
(h) the failure is due to a planned or emergency Service interruption
(i) the failure is due to an inaccurate Customer Order being submitted by the Customer
(j) a fault is not reported in accordance with the fault reporting provisions as required by SIPTO Ltd or
(k) the default giving rise to Compensation Entitlement is not notified in accordance with sub-clause 7.5 of Schedule 2
(m) the Customer has failed to implement any reasonable and clear instructions issued by SIPTO Ltd in relation to the Service.
SIPTO Limited is sometimes referred to as SIPTO Ltd in this document
STANDARD TERMS AND CONDITIONS
for Facilities Management for Racks and connectivity
1.1 Additional Services
means any services other than the Basic Services which SIPTO Ltd agrees to provide to the Customer, and which are set out in Schedule 2 to this Contract
1.2 Additional Fee
means SIPTO Ltd fee specified in Schedule 2 for providing the Additional Services
1.3 Annual Fee
means SIPTO Ltd fee for providing the Basic Services as specified in Schedule 1
1.4 Basic Services
means the following services at the Property which SIPTO Ltd provides to all its customers (i) permitting the Customer to locate, retain, store and operate the Equipment in the Rack(s) (ii) providing the allocation of space and the allocation of electrical power as detailed in Schedule 1 (iii) providing reasonable assistance to the Customer in connection with the installation of the Equipment by the Customer and (iv) providing on-going restart services for the Equipment on request by the Customer
1.5 Commencement Date
means the date specified in Schedule 1 on which this Contract takes effect
1.6 these Conditions
means the terms and conditions set out in this document and found online at SIPTO and SIPTO.co.uk including any schedules as amended from time to time by written agreement or email notification between SIPTO Ltd and the Customer
means this agreement between SIPTO Ltd and the Customer for the operation of the Equipment at the Property and the provision of associated Services which incorporates these Conditions and the Schedules
means the equipment of the Customer and/or any other party whom the Customer allows to co-locate under the provisions of clause 15, the details of which are set out in Schedule 1 together with any other equipment (whether or not owned by the Customer) installed at any time in the future within the Rack allocated to Customer
1.9 Force Majeure
means an event beyond the reasonable control of the affected party including strike, lock-out, labour dispute (but in each of these three cases not involving the employees of the party seeking to rely on Force Majeure), act of God, war, riot, act of terrorism, civil commotion, malicious damage, accident, fire, flood, storm and other similar circumstances
1.10 Initial Term
means the initial duration from the Commencement Date of the Contract, which is specified in Schedule 1
1.11 Installation Fee
means the fee specified in Schedule 1 for SIPTO Ltd enabling installation of the Equipment in the Property
1.12 Power Factor
means the cosine of the phase angle between the ac apparent voltage presented to the Customer by SIPTO Ltd and the ac apparent current drawn by the Customer.
means specific area demise within Telehouse Coriander Ave London E14 2AA
1.14 Rack(s) means the rack space allocated to the Customer as set out in schedule 1
1.1.5 the Schedules
means the Schedules referring to the Contract and agreed by the parties
means all the Basic Services, any Additional Services and any other services agreed between the parties under clause 3.3 which in each case are to be provided by SIPTO Ltd under this Contract
means any period of 12 months commencing on the Commencement Date and any anniversary of it.
2. Basis of Provision of Services
2.1 These Conditions govern the relationship between SIPTO Ltd and the Customer and the Customer agrees to deal with SIPTO Ltd on these Conditions to the exclusion of all other terms, conditions, warranties or representations (other than those made fraudulently).
2.2 No variation to these Conditions shall be binding unless made in writing specifying which clause or Schedule is to be varied and full details of such variation and signed on behalf of each of SIPTO Ltd and the Customer. Any agreed variations may be reflected in additional Schedules to this Contract.
3.1 In consideration of the Customer paying to SIPTO Ltd the Annual Fee SIPTO Ltd shall provide the Basic Services.
3.2 In consideration of the Customer paying to SIPTO Ltd the Additional Fee, SIPTO Ltd shall provide the Additional Services.
3.3 In the event that the Customer requests SIPTO Ltd to provide any services other than the Basic Services or the Additional Services then SIPTO Ltd shall charge the Customer on a time and materials basis in accordance with its standard rates from time to time and the Customer shall pay all such further charges in accordance with clause 8.5.
The Contract shall commence on the Commencement Date and shall continue indefinitely subject to either party giving to the other at least 3 months’ written notice of termination, such notice to expire at a calendar month end no earlier than the end of the Initial Term.
5. Customer’s Rights and Obligations
5.1 The Customer shall be entitled, subject to compliance with all SIPTO Ltd requisite pre-authorisation and security requirements, to enter the Property at any time 24 hours a day 7 days a week for purposes in connection with the Equipment.
5.2 The Customer shall be responsible for insuring the Equipment against all risks (including (but not limited to) fire, theft and flood) and for obtaining such other insurance cover (including, without limitation, those matters referred to in clause 10.6) as may be appropriate.
5.3 The Customer shall provide all information and specialist training relating to the Equipment as is necessary to enable SIPTO Ltd to carry out the Services.
5.4 The Customer shall have the right to connect to any carrier or supplier of telecommunications services as may from time to time become available within the Property. SIPTO Ltd reserves the right to charge a reasonable fee(including recurring and non-recurring fees for BT installations) where such connection causes any additional costs and/or expenses to be incurred by SIPTO Ltd.
5.5 If the Customer proposes to connect to third parties (including the carriers set out in Clause 5.4) co-located or present in or serving the Property any such connection shall be subject to (i) the third party consenting to such connection (ii) the Customer providing written notice to SIPTO Ltd requesting such connection and (iii) the Customer complying with all of SIPTO Ltd s requirements (including commercial requirements) in force at the time in connection with the installation and maintenance of such connection.
5.6 The Customer shall not knowingly do anything which causes or could cause the space or power allocations set out in Schedule 1 to be exceeded. In the event that the Customer does exceed the space allocation SIPTO Ltd shall be entitled to increase the Annual Fee. In the event that the Customer exceeds the power allocation set out in Schedule 1 then the provisions of clause 8.4 shall apply. The Customer will ensure that the Power Factor of the Equipment is between 0.80 and 0.95 at all times.
5.7 The Customer, its sub-contractors and agents shall not interfere with any other equipment in the Property and the Customer shall indemnify SIPTO Ltd against all liability in respect of any claim, costs, proceedings or demands relating to or as a result of any damage to the Property, any damage to equipment situated at the Property (whether owned by SIPTO Ltd or any third party) or death or personal injury of any person, where such damage, death or injury arises out of or as a result of any act, error or omission of the Customer, its servants, agents contractors or sub-contractors or where the same is caused by the Equipment.
5.8 The Customer will indemnify SIPTO Ltd against all costs, claims, demands, losses, damages, expenses (including legal costs) and liabilities of whatsoever nature arising out of or in connection with any claim that the use or possession of the Equipment or any software used in connection with it infringes patent, copyright, design right, trade mark or other intellectual property rights of any other person or gives rise to any other liability whatsoever to SIPTO Ltd based on the operation of the Equipment or content of data or information held on or transmitted via or by it.
5.9 The Customer will maintain all Racks and its internal wiring and installations to a neat, tidy and professional standard including ensuring that all Rack doors can be locked closed.
5.10 Aerials are the responsibility and property of the Customer. Cables interconnecting internally within the Racks are the responsibility and property of the Customer. Cables external to the Racks, including those to aerials, are the responsibility and property of SIPTO Ltd, notwithstanding any payment made by the Customer for their installation, rental or maintenance.
5.11 The Customer will provide to SIPTO Ltd lists, and contact details, of persons who are authorised by the Customer to access or remove Equipment from the Racks and will ensure that such lists are kept permanently updated. SIPTO Ltd may, at its sole discretion, refuse access to any person wishing to access the Racks, whether named or not on any such list.
6. Additional Equipment
6.1 The Customer may, if there is sufficient space and power allocated to the Racks, install further equipment, in which event all provisions relating to the Equipment in the Contract shall be deemed to apply to such further equipment.
6.2 In the event of installation of further equipment requiring additional Rack space and/or power allocation, SIPTO Ltd reserves the right to require the Customer to change Racks or obtain additional Racks and/or increase power allocation and SIPTO Ltd shall be entitled to charge an additional Installation Fee and to increase the Annual Fee accordingly.
7. SIPTO Ltd Rights and Obligations
7.1 If the Customer exercises its right pursuant to clause 6.1 to install further equipment, SIPTO Ltd reserves the right to relocate the Equipment to enable the further equipment and the Equipment to be in the same area of the Property. All costs and expenses arising in connection with such relocation shall be borne by the Customer.
7.2 SIPTO Ltd shall ensure that the air conditioning and other environmental controls in the Property are such as to provide a suitable environment for the operation of the Equipment and shall use its reasonable endeavours to ensure that such controls are available at all times.
7.3 SIPTO Ltd shall use its reasonable endeavours to ensure that it has staff available at all times to carry out the Services, subject only to availability and demand from the Customer and SIPTO Ltd s other customers.
7.4 SIPTO Ltd shall have the absolute right at its sole discretion to disconnect the Customer s Equipment from any and/or all electrical and/or telecommunications supplies, in the event that the Customers’ Equipment is deemed to be causing, or is likely to cause, a fire, electrical or any other hazard to personnel, property or other equipment located within the Property.
7.5 SIPTO Ltd shall at all times have full access to all Racks and any other areas of the Property occupied by the Customer, for the purposes of Security, Fire or Hazard protection, building, cabling or similar works, and the Customer shall, at all times, provide SIPTO Ltd with permanently updated copies of any keys, codes, cards or other means as may be necessary to obtain such full access.
8. Prices and Payment
8.1 The Customer shall pay the Annual Fee and any Additional Fee in instalments as set out in Schedule 1, in advance. The first instalment and the Installation Fee shall be due on the Commencement Date.
8.2 All prices and fees quoted by SIPTO Ltd are exclusive of VAT or other sales taxes, which SIPTO Ltd will add at the rate applicable at the date of the invoice.
8.3 The Annual Fee and the Additional Fee will be increased (but not decreased) on each anniversary of the Commencement Date by the percentage increase in the UK Consumer Price Index in the previous twelve months. SIPTO Ltd shall be additionally entitled to review and increase its charges at the conclusion of the Initial Term and at each subsequent anniversary of the conclusion of the Initial Term.
8.4 If the Customer exceeds the power allocation available to the Racks, as set out in Schedule 1, SIPTO Ltd shall be entitled to charge the Customer for each amp or part-amp above such power allocation at the rate for excess power set out in Schedule 1 until such time as the excess is removed.
8.5 SIPTO Ltd fees in respect of any further services requested by the Customer shall be invoiced monthly and paid within 30 days.
8.6 All payments by the Customer are to be made in cleared funds. In the event that the Customer fails to comply with the payment schedule in clauses 8.1 and 8.4 within five working days of the specified date, or fails to honour the 30-day payment term in clause 8.5 SIPTO Ltd shall be entitled
8.6.1 to remove all electrical power from the Equipment after the expiry of 30 days written notice to the Customer, and/or
8.6.2 to subsequently terminate this Contract forthwith and/or.
8.6.3 to charge interest on any outstanding sums at the rate of 4% per annum above the base rate of Barclays Bank Plc until payment is received by SIPTO Ltd in cleared funds.
8.7 All payments made by the Customer under this Contract shall be made in full without any set-off, restriction or condition and without any deductions for or on account of any counterclaim.
8.8 SIPTO Ltd shall have a lien over the Equipment or part of the Equipment equal to the amount owed to SIPTO Ltd to secure all sums due under the Contract and the Customer shall not be entitled to remove such Equipment from the Property until SIPTO Ltd has received all outstanding sums in cleared funds.
9.1 Either party shall be entitled to terminate the Contract forthwith by notice in writing to the other party if-
9.1.1 the other party commits an irremediable breach of the Contract, persistently repeats a remediable breach or commits any remediable breach and fails to remedy it within 30 days of receipt of notice of the breach requiring remedy of the same (other than a failure to pay outstanding amounts, provision for which is made in clause 8.6) or
9.1.2 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts or makes a proposal for or enters into any compromise or arrangement with its creditors (including any proposal for a voluntary arrangement) or
9.1.3 a petition is filed, a notice is given a resolution is passed or an order is made for, or in connection with, the winding up of the other party or
9.1.4 (being an individual or firm) becomes bankrupt or
9.1.5 an application is made to court, or an order is made for the appointment of an administrator or if notice of intention to appoint an administrator is given or if an administrator is appointed over the other party or
9.1.6 a floating charge holder over the assets of that other party has become entitled to appoint or has appointed an administrative receiver or
9.1.7 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced or sued against, the whole or any part of the assets of the other party or
9.1.8 the other party suspends or threatens to suspend payments of its debts or is unable to pay its debts within the meaning of section 123 Insolvency Act 1986 or ceases or threatens to cease to carry on all or a substantial part of its business or
9.1.9 any event occurs or proceedings are taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of those events specified in clauses 9.1.2 and 9.1.8 inclusive.
9.2 Immediately upon expiration or earlier termination of the Contract, the Customer shall pay all sums due to SIPTO Ltd and, subject to the lien referred to in clause 8.8 and receipt of all outstanding sums, SIPTO Ltd shall make the Equipment available for collection from the Property and the Customer shall do so at its own cost, subject to any rights which SIPTO Ltd may have over the Equipment pursuant to clauses 8.6.and 8.8 above. If the Customer fails to pay all sums due to SIPTO Ltd or fails to remove the Equipment within a period of thirty days following the date of the expiration or termination SIPTO Ltd shall be entitled to sell all such Equipment and to hold the proceeds of such sale on behalf of the Customer after deducting any outstanding sums due to SIPTO Ltd and all the costs and expenses incurred by SIPTO Ltd in connection with such sale.
9.3 Upon expiration or earlier termination of the Contract any and all fixtures and fittings, including physical racks or power distribution equipment supplied by SIPTO Ltd, will be the property of SIPTO Ltd, notwithstanding any payment made by the Customer for their installation, rental or maintenance.
9.4 Upon expiration or earlier termination of this agreement, the Customer will leave the Rack area in a neat and tidy state, free from all equipment and rubbish. If any such equipment or rubbish remains, or any remedial repairs are required, fourteen days after expiry or termination, SIPTO Ltd shall be entitled to remove, destroy, sell or otherwise dispose of all said equipment or rubbish and to undertake such reparations as SIPTO Ltd deems necessary, at the Customer s expense.
9.5 Termination of the Contract shall be without prejudice to the rights and remedies of the parties.
9.6 The following clauses shall survive termination of the Contract and shall continue in full force and effect despite termination of the Contract 8, 9, 10 and 19
10. Warranty and Limitation of Liability
10.1 SIPTO Ltd warrants that it shall use its reasonable skill and care in carrying out its obligations under this Contract. In the event that the Customer considers that SIPTO Ltd has failed in its obligations the Customer shall forthwith notify SIPTO Ltd and give it the opportunity to remedy any default.
10.2 All warranties and conditions (whether express or implied), and any other terms, implied by statute or common law, in respect of any obligations of or services to be provided by SIPTO Ltd are hereby excluded to the maximum extent permitted by law. In particular, without limitation to the generality of the foregoing, SIPTO Ltd does not warrant that any services it provides will ensure the proper operation of the Equipment or that its operation will be uninterrupted.
10.3 Each Party shall be liable to the other for (i) any death or personal injury to the extent that it results from the proven negligence of the liable Party or its employees (ii) any damage or liability incurred by the other as a result of fraud or fraudulent misrepresentation.
10.4 Subject to clauses 10.2 and 10.3 each Party shall be liable to the other Party (and, in the case of the Customer, the liability of SIPTO Ltd to any contractor of the Customer and any party with whom the Customer has entered into a co-location arrangement), for any direct physical damage to the extent that its results from the negligence of the liable Party or its employees up to a maximum of £250,000 in any Year.
10.5 Subject to clause 10.3, and notwithstanding clause 10.4 , SIPTO Ltd’s aggregate liability in respect of its breach of its obligations under this Contract during any Year shall be a maximum of £250,000.
10.6 Except pursuant to sub-clause 10.3 above, SIPTO Ltd shall not in any event be liable for any
(i) loss of profits or
(ii) loss of business or
(iii) depletion of goodwill and/or similar business or
(iv) loss of anticipated savings or
(v) loss of goods or
(vi) loss of contract or
(vii) loss of use or
(viii) loss of or corruption of data or information or
(ix) any indirect, special pure economic or consequential loss, costs, damages, charges or expenses
howsoever arising in connection with or arising from the performance of its obligations under this Contract.
10.7 Except pursuant to sub-clause 10.3 above, SIPTO Ltd shall have no liability to the Customer in respect of any loss or damage howsoever caused unless the Customer has served notice of the same on SIPTO Ltd within three (3) months of the date on which the loss or damage arose and legal proceedings are commenced within two (2) years of that date.
The remedies available to both parties under this Contract shall be without prejudice to any other rights, either at common law or under statute, which either party may have against the other party.
The failure or delay of SIPTO Ltd to enforce or to exercise, at any time or for any period of time, any term of or any right, power or privilege arising pursuant to this Contract does not constitute and shall not be construed as a waiver of such term or right and shall in no way affect SIPTO Ltd’s right later to enforce or exercise it nor shall any single or partial exercise of any remedy, right, power or privilege preclude any further exercise of the same or the exercise of any other remedy, right, power or privilege.
13.1 If any provision of the Contract (or any part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal, or unenforceable that provision (or part provision) shall to the extent required, be deemed not to form part of the Contract and the validity and enforceability of the other provision of the Contract shall not be affected.
13.2 If a provision of the Contract (or part of any provision) is found to be illegal, invalid or unenforceable the provision (or part thereof) shall apply with the minimum modification necessary to make it legal, valid and enforceable.
14. Notices & Announcements
14.1 Any notice required or permitted to be served on or given to either party under this Contract shall be in writing delivered by hand or sent by recorded delivery mail or courier to the other party at its address set out above or to such other address which it has previously notified to the sending party and shall be deemed to have been duly received if delivered by hand or courier when actually received or, if sent by recorded delivery mail at 9.00 am on the second business day after posting (a business day for these purposes being Monday to Friday not being a bank or public holiday). For the avoidance of doubt routine communications between the parties relating to the day to day provision and operation of the Services may be by e-mail
14.2 SIPTO Ltd shall have the right to publicise its relationship with the Customer in all marketing and promotional materials and activities unless the Customer notifies SIPTO Ltd in writing that it does not wish to be included in any such materials.
The Contract is personal to the Customer and the Customer may not assign, transfer, sub-contract or otherwise part with this Contract or any right or obligation under it without the prior written consent of SIPTO Ltd, except that the Customer may allow other parties to co-locate their equipment within the subject Rack or Racks under a co-location sub-agreement with the Customer, provided that any such co-location sub-agreement includes all the Terms and Conditions of this Agreement and that the Terms and Conditions of this contract shall apply for the benefit of SIPTO Ltd to any such sub co-location whether or not the Customer has executed any such formal co-location sub-agreement. If the Customer fails to include in any co-location agreement any of the terms of this Contract for the benefit of SIPTO Ltd then the Customer shall indemnify SIPTO Ltd against
(i) all and any claims, demands or proceedings made or issued by the party whom the Customer entered into the co-location agreement to the extent that SIPTO Ltd would have no liability or a lesser liability to the party which entered into the co-location agreement
(ii) the loss by SIPTO Ltd of any rights which SIPTO Ltd would have had against the party which has entered into the co-location agreement
if, in either case, these Conditions had been incorporated into the contract between the Customer and the party to the co-location party together with a clause specifically giving SIPTO Ltd the benefit of such Conditions.
16. Force Majeure
Neither party shall be liable to the other if its performance of its obligations under this Contract (other than an obligation to pay money) is prevented or hindered due to any Force Majeure event. As soon as reasonably possible after the start of the Force Majeure event the affected party shall notify the other party of the Force Majeure event, the date on which the Force Majeure event started and the effect of the Force Majeure event on its ability to perform its obligations under this Contract. In the event that a Force Majeure event continues for more than thirty (30) days from the commencement of the Force Majeure event, the unaffected party shall have the right to terminate this Contract without any liability. Immediately upon the Force Majeure event ceasing the affected party shall notify the other party and shall forthwith re-commence its obligations under this Contract.
Clause headings are purely for ease of reference and do not form part of or affect the interpretation of the Contract.
18. Entire Agreement
The Contract constitutes the entire agreement between the parties and supersedes all previous agreements between the parties relating to the subject matter.
19. Law and Jurisdiction
The construction, validity and performance of the Contract is governed by the law of England and the parties accept the exclusive jurisdiction of the English Courts.
Schedule 1 – Commercial Terms
Space Allocation and Rack designation connectivity leased line fibre MPLS
Those Locations as specified in Schedule 3 within Telehouse Coriander Ave London E14 2AA.
Customer s Own Electronic and Communications Equipment.
The sum of all Power Allocations as specified in Schedule 3
The sum of all Annual Fees as specified in Schedule 3, and subject to Clauses 8.3 and 8.4
Excess Power Rate
(only applies if the contracted Power Allocation is exceeded)
£250 per amp per month.
The sum of all Installation Fees as specified in Schedules 2 and 3.
as notified by email order
12 Months or 36 months as to order form emailed
Automatic rolling extension as per Clause 4.
Payment Terms and Instalment details
Monthly in advance
In the event of conflict, the Special Terms in this Schedule 1 take precedence over the Terms contained within the Standard Terms and Conditions above.
Schedule 2 Additional Services
X MB/sec IP Transit
as notified by email
£XX per MB per month Committed Data Rate (CDR), plus burst traffic over the CDR calculated at the CDR rate using the 95th percentile method and invoiced monthly in arrears.
or as notified by email
£*, including dual cabling feed. as notified
Schedule 3 Customer Assets
Customer Asset Reference
as notified by email
as notified by email
as notified by email
Power Allocation 230Vac UPS
Power Allocation 230Vac non-UPS
Power Allocation 48Vdc
Excess Power Charge
Per Schedule 1
as notified by email
Monthly Fee (1/12th of Annual Fee)
as notified by email
as notified by email
Per Schedule 1 as notified
Each Anniversary of the Commencement Date as per Schedule 1
You can print fill in and email to admin@SIPTO.co.uk Domains your account with SIPTO control panel to manage all services is found at www.SIPTO.co.uk
Schedule 4 – Contacts at Customer
Company Registration Details
The formal name of the company as registered at Companies House (for English and Welsh companies), the Company Registered Number, and the formal Registered Address of the company.
as to your order form and account online at www.SIPTO.co.uk
The Commercial Contact acts to agree all commercial, legal and contractual terms, resolve billing and credit enquiries and any other policy or commercial matters. A postal address, an email address and a landline telephone number must be supplied as a minimum.
as to your order form and account online at www.SIPTO.co.uk
Access List Owner
The Access List Owner is the sole contact controlling the Lists of Customer Personnel who have various levels of authority to access the Customer s Equipment areas, remove equipment, request chargeable support, be notified of Outages or modify IP parameters. The Access List Owner is responsible for ensuring that all Lists are correct and updated at all times. An email address and a landline telephone number must be supplied as a minimum.
as to your order form and account online at www.SIPTO.co.uk
The address to which Invoices and Credits should be sent by SIPTO Ltd. A postal address, an email address, the name of a contact person and a landline telephone number must be provided as a minimum.
as to your order form and account online at www.SIPTO.co.uk
Schedule 5 – Contacts at SIPTO Ltd
The first point of contact for the Customer for policy or contractual matters.
0203 519 6677
The first point of contact for the Customer for additions or changes to the Customer s agreement with SIPTO Ltd.
0203 519 6677
The first point of contact for the Customer if there is an outage or an unplanned technical event.
0203 519 6677 from 9-5 mon-fri
07845 044383 available 24/7
The point of contact for the Customer for technical matters such as configurations, power supplies, cable runs, IP addresses and similar matters.
Serhey Chechun/Tatiana Uvorova
0203 519 6677
The point of contact for the Customer for access administration, billing or credit queries and similar matters.
0203 519 6677
Security are based at the front desk of Telehouse. Security are the point of contact for matters relating to building access, deliveries and equipment removals.
SIPTO Security and Reception, .
0203 519 6677
email your access request 2-24hours prior for visits limited to 3 persons.
FACILITIES MANAGEMENT SERVICE TERMS
(SIPTO Ltd refered to here as SIPTO)
A. SIPTO is in possession of certain premises (the Premises).
B. Customer has requested that SIPTO allow it to leave in the possession of SIPTO, at the Premises, electronic equipment to receive and deliver the Customer s telephone and/or data communications traffic.
C. SIPTO is willing to accept such electronic equipment for such purposes on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants, promises and conditions set forth in this Agreement and intending to be legally bound, SIPTO and Customer agree as follows
1. Offered Service.
SIPTO hereby agrees to keep on behalf of Customer, on the terms and subject to the conditions set forth herein, electronic equipment (Customer Equipment), which will be placed by Customer in appropriate holding equipment provided by Customer and installed by SIPTO in such a way that Customer Equipment will be enabled to receive and deliver the Customer s telephone and/or data communications traffic (the &lsquoService ). SIPTO shall use reasonable skill and care at all times during the course of the Agreement to provide the Service. During the time that the agreement is in effect, Customer shall have access to the Premises on a 24 hour a day, 7 days a week basis to the extent reasonably necessary and convenient for the placement and removal of such electronic equipment as may be reasonably necessary to allow Customer to realise the benefits of the Service.
2. Limitation on Access Rights.
2.1 Authorised Personnel. Customer shall advise SIPTO, in writing, of the names of all representatives of Customer who will be authorised to have supervised access to the Premises with respect to Customer Equipment pursuant to Paragraph 1 of this Agreement. The number of persons authorised to have access to the Premises on Customer s behalf shall not exceed four (4), this number could change if discussed and agreed in advance with SIPTO, who shall ultimately have access via proximity card to their equipment only. SIPTO shall have no liability whatsoever for any claim, damage, cost, expense or otherwise for any unauthorised use or access to the Premises, or any equipment of Customer. In addition to the general indemnity provisions provided below, Customer shall defend and indemnify SIPTO from and against all damages, costs, expenses and claims, of whatever nature, including attorney s fees, which SIPTO may incur as a result of any violation of the provisions of this paragraph, including any unauthorised access to or use of the Premises and any unauthorised dissemination or use of the key or other access device to the Premises.
2.2 Service Area. SIPTO shall designate, in its sole discretion, where Customer’s Equipment is to be located in the Premises provided, however, that access to Customer’s Equipment shall be sufficient to satisfy Customer s needs and provided, further, that access to Customer’s Equipment shall not be unduly restricted by virtue of its location. SIPTO shall have the right to relocate Customer’s Equipment within the Premises upon Ninety (90) days advance written notice to Customer. Any expense, which may result from relocation of the Service Area at SIPTO s election, shall be borne by SIPTO.at the specified location confirmed.
3. Use Fee.
Customer shall pay a monthly Use Fee to SIPTO for each month, or part thereof, during the time that the Service is in existence (the Use Fee), as set forth in Exhibit A attached hereto and incorporated herein by this reference. In addition to the first month s Use Fee, Customer shall pay to SIPTO a sum equal to one month s Use Fee on the date of execution of this Service Agreement (Security Payment). For each rack agreed to be provided hereunder in addition to those set out in Exhibit A, an additional Security Payment will be requested equal to the Monthly Use Fee charged at that time. SIPTO shall be entitled to set off any amount due from Customer against the Security Payment. The Security Payment will be returned thirty (30) days after the termination of the contract unless there is a balance on the account in which case it will be deducted from the past due amount. The Use Fee shall be subject to adjustment every December 1 and shall be effective January 1 of the next calendar year as set forth in Exhibit A. Invoices will be issued on or about the 1st of the month of each month. Customer shall pay the Use Fee for each month, in advance, on the (25th) twenty-fifth of the month during which the invoice is issued. Funds must be received in SIPTO s bank account by the (25th) twenty-fifth of the month preceding the first working day of each month. If any amount so invoiced remains unpaid after five (5) days from the due date, such amount shall be subject to a late payment charge equal to six percent (6%) of such amount. If Customer pays by cheque, the cheque needs to be received at the SIPTO s banked by the (25th) twenty-fifth of the month the invoice is due. Any returned cheques will be charged an administrative Fee of thirty-five (£35) Sterling per cheque. Late payment charges as set out in this paragraph shall apply in the event that the cheque has not cleared after five (5) days from the due date. Nothing in this paragraph shall be construed to create a term of years or months or of any specified duration. As provided below, the Service is revocable at any time without regard to the fact that the Use Fee is payable on a monthly basis. In the event of a termination of the Service, any Use Fee paid by a Customer up to the next month will not be refunded. Invoices from SIPTO shall be sent to Customer via e-mail at the address provided by Customer.
4. Period of Service
Notwithstanding any provision of this Service Agreement, which could be construed to the contrary, the Service granted pursuant to this Service Agreement shall have a term of 1 or 3 years as to original contract order term. After this date, the service will automatically continue for another year or 3 year until such time as it is revoked or terminated, for which SIPTO shall give Customer, and the Customer shall give SIPTO, a minimum of ninety (90) days prior written notice, EXCEPT as described in Paragraph 10 below.
Upon termination of this Agreement, Customer shall immediately pay to SIPTO all sums due and owing to SIPTO and shall, under Supervision of SIPTO, remove any equipment owned by Customer from the Service Area always provided that the payment of all sums due and owing to SIPTO shall be a condition precedent to any further access to the Premises by Customer.
After the initial term, Customer may cancel individual racks provisioned under this Service Agreement by giving SIPTO a minimum of ninety (90) days prior written notice EXCEPT as described in Paragraph 10 below.
5. Obligations of SIPTO.
5.1 Access. During the existence of the Service and provided Customer is not in default in the performance of any of its obligations hereunder, SIPTO shall give four (4) authorised representatives access to the Premises in accordance with Paragraph 1 and 2.1 above.
5.2 Electrical Power. During the existence of SIPTO and provided Customer is not in default in the performance of any of its obligations hereunder, SIPTO shall provide DC power and AC power to Customer on the terms and conditions set forth in Exhibit A. SIPTO has the right to increase and change the power charges outlined in the Exhibit B as well as the 5amps AC power allowance included in the monthly Use Fee per rack at any time with a thirty (30) day written Notice.
5.3 Maintenance Support. SIPTO may be requested by Customer to assist Customer in the maintenance of the Customer Equipment in accordance with email notifications.
6. Limitations of Liability and Exclusion of Warranty.
6.1 Neither party shall be liable to the other party except as expressly set out in this Agreement (including Exhibits and/or Schedules) and shall have no other obligation or liability whatsoever in contract, tort or otherwise to the other party.
6.2 Nothing in this Agreement excludes or restricts either party’s liability
6.2.1 for death or personal injury resulting from that party’s negligence or its employees negligence while acting in the course of their employment, or
6.2.2 for fraud, illegal or unlawful acts under this Agreement.
6.3 Neither party will be liable to the other party under this Agreement in contract, tort (including negligence) or otherwise for indirect, special or punitive losses (whether foreseeable or not), including loss of business contracts, cost of capital, cost of replacement services, claims for service or transmission problems, anticipated savings or profits or revenue.
6.4 Without prejudice to Paragraphs 6.1, 6.2 and 6.3, SIPTO shall have limits on its liability in contract, tort (including negligence) or otherwise, howsoever arising out of or in connection with this Agreement in each calendar year, of the sums paid or payable to SIPTO under this Agreement in such calendar year.
6.5 Neither party will be liable to the other for any failure to comply with its obligations under this Agreement to the extent that such liability arises as a result of the failure by the other party to fulfil its obligations under this Agreement or the failure of any third party service provider, including electricity supplier, to honour its obligations to SIPTO.
6.6 Except as expressly stated in this Agreement (including Exhibits or email notifications to clients and/or Schedules) and to the extent permissible by law, all terms, conditions, warranties, undertakings and representations, express or implied by statute, common law, custom, trade usage or otherwise, including that any goods are of satisfactory quality, fitness for purpose or that any services will be performed with reasonable skill and care, are hereby wholly and expressly excluded.
6.7 The provisions of this Paragraph 6 shall continue to apply notwithstanding the termination or expiry of this Agreement.
Customer shall indemnify, defend, release and hold harmless SIPTO and all of its affiliates, agents, clients, consultants, customers, employees, subcontractors, invitees, shareholders, directors, officers and licensees from and against any action, claim, court cost, damage, demand, expense, liability, loss, penalty, proceeding or suit, including attorney s fees, costs and disbursements (collectively Claims) arising from or relating to injury to property or injury to person, including death, as a result of any act or omission (whether intentional, negligent or otherwise) in connection with the Premises and/or related to the exercise by Customer of the rights granted to Customer under this Service Agreement.
During the existence of the Service, Customer shall maintain, and upon written request shall provide to SIPTO proof of, comprehensive general liability insurance with a limit of not less than Six Hundred Fifty Thousand Pounds (£650,000) per occurrence for bodily injury, including death, and property damage liability, including coverage extensions for blanket contractual liability, personal injury liability and products and completed operations liability. Customer’s equipment shall be insured solely by Customer. Customer shall look solely to said insurance in the event of any damage or loss to such equipment and SIPTO shall have no liability therefor. Customer s comprehensive general liability insurance policy shall specifically insure Customer against liability with respect to the Premises.
9. SIPTO s Remedies.
If an Event of Default (as defined below) shall occur, SIPTO shall have the following remedies, in addition to and not in lieu of any other remedy available to it at law or in equity
9.1 To suspend or revoke the Service on 90 days notice
9.2 To prohibit access to the Premises by Customer immediately if customer is in default of payment
9.3 To exercise all possessory and statutory lien rights held by SIPTO against any property of Customer.
9.4 To recoup any due and unpaid amounts owed by Customer from Customer s Security Payment, if any
9.5 To require an additional Security Payment from Customer, in which event, Customer agrees to provide such additional sum within five (5) days of written demand therefor and
9.6 To exercise any and all other rights available to SIPTO under this Service Agreement, at law, or in equity.
In the event Customer fails to perform any of its obligations under this Service Agreement and notwithstanding any other rights available to SIPTO, SIPTO shall be entitled to take, sell, deal with or otherwise dispose of all or any part of the Customer s Equipment by private treaty or public auction and SIPTO or its authorised agents shall be entitled at any time and without notice to enter upon the Service Areas for the purposes of removing the Customer s Equipment and shall be entitled to remove the Customer s Equipment and store and dispose of the same as SIPTO in its sole discretion shall decide. SIPTO may store the Customer s Equipment at the Premises or (at its option) elsewhere without liability as bailee or fiduciary agent and the costs of removal and storage of any items shall be discharged by the Customer. The Customer s Equipment shall remain at the risk of the Customer until its sale and SIPTO shall be entitled to retain the proceeds of sale to satisfy all or any sums due to it under this Agreement and shall account to the Customer for any excess in the proceeds of sale after deducting the costs of such sale and the costs of storage of the Customer s Equipment. SIPTO shall have no liability to the Customer by virtue of the storage or sale of the Customer s Equipment pursuant to this clause
All of the rights and remedies set forth in this paragraph shall be cumulative and SIPTO, shall have the right to pursue any of them which it chooses and to pursue more than one of them concurrently, in SIPTO s sole and absolute discretion. SIPTO s right to revoke the Service pursuant to this paragraph shall in no way limit SIPTO s right to otherwise revoke the Service.
Upon termination of the Agreement, howsoever arising, no refund of the Use Fee shall be due to Customer and Customer shall forthwith pay all sums due to SIPTO and shall thereupon remove its Customer Equipment from the Premises in accordance with paragraph 6 and shall leave the Premises in a good and sound condition. The Security Payment (or the balance thereof after deduction of sums by SIPTO) shall be repaid to the Customer 30 days after removal of the Customer s Equipment to the satisfaction of SIPTO.
In this Agreement an Event of Default shall mean
(a) If the Customer fails to perform any of its obligations under this Service Agreement
(b) If the Customer shall have a liquidator, administrator, administrative receiver or receiver and manager appointed in respect of all or any part of its assets
(c) If any petition is presented, any resolution is proposed or any other steps or proceedings are taken in any jurisdiction which may lead to any such occurrence referred to in (b) above
(d) If the Customer enters into any arrangement or compromise with its creditors
(e) If any distress or execution is levied on or affects any of the Customer s property or assets
(f) Where the Customer is an individual, if any trustee is bankruptcy is appointed
(g) If the Customer ceases to carry on its business or
(h) If any analogous event to those in (b) to (f) above occurs in any country.
10. No Property Interest.
This Service Agreement does not convey any interest in the Premises to Customer. Therefore, Customer has no interest to assign. Customer shall not enter into any sub-license agreement with respect to the Service.
11. Control of Premises.
SIPTO will at all times, maintain sole and absolute control over the Premises. Customer shall have no right to exercise any control over the Premises.
12. Customer warranties.
The Customer acknowledges that SIPTO is able to terminate the Services in accordance with the terms of this Agreement. Customer waives any claim against SIPTO arising from such termination of the Service.
Customer represents and warrants that
(a) any equipment used by Customer in connection with this Service Agreement was not acquired by Customer in reliance on any representation by SIPTO as to the duration or availability of the Service and
(b) all Customer Equipment is owned by or leased to Customer and is capable and appropriate to be placed on the Premises and is fit for the purpose of receiving and/or delivering data or telecommunications traffic as envisaged by this Agreement
(c) no Customer Equipment will cause any damage or injury to others or to equipment of SIPTO or others at the Premises or of the Premises itself.
Upon demand by SIPTO the Customer will produce such evidence and copy documents requested by SIPTO to confirm its compliance with the warranties set out in this paragraph 12.
13. General Provisions.
13.1 No Agency or Joint Venture. Nothing in this Service Agreement shall be construed to create an agency or joint venture relationship between the parties hereto. Neither party is authorised to act as an agent for, or a legal representative of, the other party and neither party shall have the authority to assume or create any obligation on behalf of, in the name of, or binding upon the other party.
13.2 Force Majeure. SIPTO shall not be liable for any damage or claim of damage arising from or relating to delays, failures to perform, damages, losses or destruction or malfunction of any equipment or any consequence thereof caused or occasioned by, or due to, acts of God, fire, explosion, flood, water, the elements, vandalism, cable cut, labour disputes or shortages, utility curtailments, power failures, civil disturbances, any order, direction or determination of the UK Director General of Telecommunications, any law, order, regulation, direction, action or request of the United States Government or any state or local government, or of any department, agency, commission, court bureau, corporation or other instrumentality of any one or more of said governments, any law, order, regulation, direction, action or request, or overthrow of any foreign nation or government, or subdivision thereof, to or from which services are provided pursuant to this Agreement, any national emergency, insurrection, riot, war, strike lockout or work stoppage, or other labour difficulties, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties, or any other cause beyond SIPTO s reasonable control.
13.3 No Waiver. The failure of either party to enforce or insist upon compliance with any of the provisions of this Service Agreement or the waiver thereof, in any instance, shall not be construed as a waiver or relinquishment of any other instance, or of any other provision of this Service Agreement.
13.4 Binding Effect. This Service Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.
13.5 Amendment. This Service Agreement may not be amended except by an instrument in writing, executed by the parties.
13.6 Merger. This Service Agreement (including its Exhibits and/or Schedules) supersedes and merges all prior agreements, promises, understandings, statements, representations, warranties, indemnities and covenants and all inducements to the making of this Service Agreement relied upon by either party, whether written or oral, and embodies the parties complete and entire agreement with respect to the subject matter hereof. No representation, statement or agreement, oral or written, made before the execution of this Service Agreement shall vary or modify the written terms hereof in any way whatsoever. Each party to this Agreement acknowledges that it was not induced to enter into this Agreement by any untrue statement made before the date hereof by the other party and hereby waives any remedy which, but for this Paragraph 13.6, it would otherwise be entitled to in respect of any such untrue statement.
In this Agreement
INDIVIDUAL PERSONAL GUARANTY
Terms as agreed by the individual who agreed to these terms as they accepted the terms and conditions as the registered user on www.SIPTO.uk, in consideration of the extension of credit to (Purchaser) is also the (Guarantor), by the online registered user and SIPTO Ltd (SIPTO)
hereby agrees and covenants as follows:
A. The Guarantor hereby unconditionally, absolutely and irrevocably guarantees to SIPTO the promptpayment and performance of all of the obligations of the Purchaser.
B. SIPTO may seek recourse against the Guarantor without looking to any collateral given to secure any ofthe obligations described above or to enforce any of the rights under any other security held by SIPTO.
C. The Guarantor agrees to pay any and all costs of fees of collection incurred by SIPTO, including,without limitation, reasonable legal’ fees for consultation, preparing demand letters or bringing anyaction for collection, enforcement of such obligations which are guaranteed hereunder, and any interest orfinance charges before or after the judgment being rendered.
D. The liability of the Guarantor is direct, immediate, absolute, continuing, unconditional, and unlimited. Thisis a guaranty of payment and not a guaranty of collection. The Guarantor agrees that SIPTO may proceedagainst Purchaser (the performance of which is assured by this Guaranty), separately or collectively,without prejudicing or waiving any of SIPTO’s rights under any other obligations or under this Guaranty.
E. This Guaranty is binding upon the Guarantor and successors and assigns and shall enure to the benefit ofSIPTO and its successors and assigns. This is a continuing guarantee and notice of its acceptance iswaived.
F. In the event Purchaser fails to perform, satisfy or observe the terms and conditions of the extension ofcredit, required to be performed, satisfied or observed by Purchaser, the Guarantor will promptly and fullyperform, satisfy and observe such obligations in the place of Purchaser. The Guarantor shall pay,reimburse, and indemnify SIPTO for any and all reasonable attorneys’ fees, court costs, and finance orinterest charges arising or resulting from the failure of Purchaser to perform, satisfy, or observe any of theterms and conditions of these agreements.
G. This Guaranty shall remain in full force and effect, and the Guarantor fully responsible, without regard toany security deposit, other collateral, or guaranty, for the performance of the terms and conditions of theabove agreements, or the receipts, disposition, application, or release of any other collateral or guaranty,now or hereafter held by or for SIPTO.
IN WITNESS WHEREOF the internet ip address and registration onto the website agreeing to all terms and conditions, this Guaranty is executed as of the registration and acceptance date of the user on www.SIPTO.uk
The person named as the registered user online website www.SIPTO.uk agreeing to all terms on www.SIPTO.uk in and who executed the foregoing instrument,and acknowledged that they executed the same as their voluntary act and deed.
(a) The headings are inserted for convenience only and shall not affect the construction of this document.
(b) Where any party hereto consists of two or more persons then any agreement or covenants on their part shall be deemed to be joint and several.
(c) References in this Agreement to any party shall include their respective heirs successors in title permitted assigns and personal representatives and this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors.
(d) In this Agreement the singular includes the plural and vice versa and any gender includes any other gender and the neuter.
(e) Reference to any statute or statutory provision includes a reference to the statute or statutory provision as from time to time amended extended or re enacted.
(f) References to clauses, paragraphs or exhibits are references to those clauses, paragraphs or exhibits in or attached to this Service Agreement. This Agreement shall be read with the Exhibits to it which shall be deemed incorporated.
13.8 Third-Party Beneficiaries/Parties-In-Interest. This Service Agreement is made solely for the benefit of SIPTO and Customer and their respective successors and permitted assigns. Nothing in this Service Agreement is intended to confer any rights or remedies under or by reason of this Service Agreement on any third party.
13.9 Severability. If any term or provision of this Service Agreement is determined to be illegal, unenforceable or invalid in whole or in party, for any reason, such illegal, unenforceable or invalid provision or part shall be stricken from this Service Agreement and such provision shall not affect the legality, enforceability or validity of the remainder of this Service Agreement.
13.10 Representation of Authority. Each Party represents and warrants to the other that the execution and delivery of this Service Agreement and the performance of such parties obligations hereunder have been duly authorised and that this Service Agreement is a valid and legal agreement binding on such parties and enforceable in accordance with its terms.
13.11 Further Assurances. The parties shall, at their own cost and expense, execute and deliver such further documents and instruments and shall take such other actions, as may be reasonably required or appropriate to carry out the intended purposes of this Service Agreement.
13.12 Choice of Law Consent to Exclusive Jurisdiction. This Service Agreement shall be in all respects governed by and construed and enforced in accordance with the laws of England, including all matters of construction, validity and performance, without regard to choice of law rules, which would otherwise require reference to the laws of some other jurisdiction. Customer hereby consents to the jurisdiction of the High Court of Justice, London, England, and agrees that such courts shall have exclusive jurisdiction over any suit, claim or cause of action arising out of or related to this Service Agreement. In any action, or proceeding arising out of this Service Agreement, the prevailing party shall be entitled to recover its reasonable attorney s fees and costs.
13.13 Place of Performance. This Agreement is entered into in England and is to be performed in England. Any action to enforce or interpret the terms of this Agreement shall be instituted and maintained in the High Court of Justice, London, England, in accordance with the respective subject matter jurisdictions of those courts.
13.14 Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute an original but all of which shall constitute one and the same instrument.
Tel +44203 519 6677 or out of hours +447845 044383
including any Domain Name Dispute Resolution please not you must be logged into your account in order to raise a dispute or you can email your complaint to admin@SIPTO.co.uk
What is the GDPR?
The GDPR, which went into effect on May 25, 2018, replaced the 1995 EU Data Protection Directive.
The GDPR lays out specific requirements for businesses and organizations who are established in Europe or who serve users in Europe. It:
Regulates how businesses can collect, use, and store personal data
Builds upon current documentation and reporting requirements to increase accountability
Authorizes fines on businesses who fail to meet its requirements
Who we are
Our website address is: http://sipto.uk
What personal data we collect and why we collect it
When visitors leave comments on the site we collect the data shown in the comments form, and also the visitor’s IP address and browser user agent string to help spam detection.
If you upload images to the website, you should avoid uploading images with embedded location data (EXIF GPS) included. Visitors to the website can download and extract any location data from images on the website.
If you leave a comment on our site you may opt-in to saving your name, email address and website in cookies. These are for your convenience so that you do not have to fill in your details again when you leave another comment. These cookies will last for one year.
If you have an account and you log in to this site, we will set a temporary cookie to determine if your browser accepts cookies. This cookie contains no personal data and is discarded when you close your browser.
When you log in, we will also set up several cookies to save your login information and your screen display choices. Login cookies last for two days, and screen options cookies last for a year. If you select “Remember Me”, your login will persist for two weeks. If you log out of your account, the login cookies will be removed.
If you edit or publish an article, an additional cookie will be saved in your browser. This cookie includes no personal data and simply indicates the post ID of the article you just edited. It expires after 1 day.
Embedded content from other websites
Articles on this site may include embedded content (e.g. videos, images, articles, etc.). Embedded content from other websites behaves in the exact same way as if the visitor has visited the other website.
Who we share your data with
How long we retain your data
If you leave a comment, the comment and its metadata are retained indefinitely. This is so we can recognise and approve any follow-up comments automatically instead of holding them in a moderation queue.
For users that register on our website (if any), we also store the personal information they provide in their user profile. All users can see, edit, or delete their personal information at any time (except they cannot change their username). Website administrators can also see and edit that information.
What rights you have over your data
If you have an account on this site, or have left comments, you can request to receive an exported file of the personal data we hold about you, including any data you have provided to us. You can also request that we erase any personal data we hold about you. This does not include any data we are obliged to keep for administrative, legal, or security purposes.
Where we send your data
Visitor comments may be checked through an automated spam detection service.
Your contact information
How we protect your data
What data breach procedures we have in place
What third parties we receive data from
What automated decision making and/or profiling we do with user data
Industry regulatory disclosure requirements
are all included and indicated within these terms and conditions.