Core Consultancy Limited Terms and Conditions of business for EasyDataBackup storage contracts. March 2006.

AGREEMENT:

1.        This agreement is made between Core Consultancy Limited whose registered address is 6 Greystoke Court, 29 Albemarle Road, Beckenham, Kent, BR3 5HL, and the ‘Customer’, whose details are shown on the Customer Contract Schedule.

2.        The contract is for a term of 1 year from the date of commencement.  The data storage server and software licenses, shall remain the property of the Core Consultancy.

3.        This agreement may be terminated by one month’s written notice by either party.

4.        At the end of the Term, this agreement shall automatically renew for a further period of one year.

5.        Either party may terminate this agreement immediately in the event that the other party commits an act of bankruptcy or goes or is put into liquidation or has a receiver appointed over all or any part of its business or assets, or if an Administration Order is made in respect of it.

OUR OBLIGATIONS:

6.        To ensure that the data transfer takes place and to notify the Customer of any problems.

7.        Core Consultancy shall not be responsible for any issues that may arise from the installation of software for the provision of replication services. 

8.        The remote data storage backs up all data as defined from all designated servers.

9.        Core Consultancy shall not be responsible for the interruption of data transfer due to external forces.

10.     If, at Core Consultancy Limited’s sole discretion, Core Consultancy Limited judges that it is reasonable to do so for the purposes of repair, maintenance or improvement of the Equipment, Software and/or Service or any part thereof, Core Consultancy Limited reserves the right to suspend provision of the Service or any part thereof for the purpose of carrying out or implementing such repair, maintenance or improvement, provided that in the event of such suspension Core Consultancy Limited will use its reasonable endeavours to ensure that reasonable notice is given to the Customer and minimum disruption to the Service is caused.

11.     No purchases or repairs shall be undertaken, without prior confirmation from the Customer.

12.     No contract(s) or arrangement(s) shall be entered into with any third party, on behalf of the Customer by Core Consultancy Limited, without prior confirmation from the Customer.

CUSTOMER OBLIGATIONS:

13.     The Customer shall ensure that its own computer hardware, software and equipment are fully operational at the commencement date and shall ensure that these are properly and correctly supported with regard to general maintenance and general product updates.

14.     The Customer is responsible to ensure that they can restore their system should, any issues arise from the installation of software for the provision of replication services.

15.     It is the Customer’s responsibility to ensure that licenses for any software used are valid and cover the correct number of users.

16.     It is the responsibility of the customer to install the software and configure backup jobs for data the customer requires to be backed up as part of this service.

17.     It is the obligation of the Customer to check and monitor the backup and to ensure that all data required to be backed up is part of the back up schedule

18.     The Customer is to ensure there is an ‘in-house’ dedicated member of staff to understand the back up process and obligations of the Customer and to adhere to them.

19.     The Customer is responsible for securely storing, managing and using any encryption keys or passwords.

20.     It is the client’s responsibility to ensure there is a continuous internet connection for the data transfer. The amount of data transferable may be limited to the bandwidth and any subsequently required upgrades and associated costs are the responsibility of the Customer.

21.     No contract(s) or arrangement(s) shall be entered into with any third party, on behalf of Core Consultancy Limited by the Customer, without prior written confirmation from Core Consultancy Limited.

22.     The Customer undertakes not to use the service for any illegal or unlawful purpose or in a manner which constitutes a violation or infringement of the rights of any other party.

23.     The Customer acknowledges that it has read this agreement, understands it and agrees to be bound by its terms and conditions.

24.   If your subscription is unpaid we reserve the right to disable and delete your data from our Easy Data Backup Store within 14 days, without any further obligation, we reserve the right to charge an administrative fee to reinstate your account.

INTERNET AND INTERNET SERVICE PROVIDERS:

25.     It is the Customer’s responsibility to ensure that all fees relating to the Internet and Internet service Provider are paid in full to ensure that the connection is maintained.

26.     If the Customer’s connection to the Internet fails and any data transfer fails as a result, then this is the responsibility of the Customer.

27.     Any costs related to the Internet, including call charges, are the responsibility of the Customer.

28.     Any problems and data loss, arising as a result of the ISP and/or internet connectivity, are not the responsibility of Core Consultancy Limited, and as such Core Consultancy shall not be liable for any data or financial loss incurred by the Customer.

29.     Any work necessary as a result of changes to Internet Service Provider (ISP), including moving ISP, may be chargeable.

PAYMENT:

30.     The monthly data storage charge is fixed for the duration of the contract (subject to volume of data) and is payable monthly in advance by standing order.

31.     The customer shall pay for the amount of compressed data they store on our backup systems.  Core Consultancy Limited shall delete all customer’s data within 7 days of expiry of contract or termination of contract.

32.     Payment Terms – all invoices must be paid within 7 days from the date received.

33.     Core Consultancy Limited reserves the right to charge interest or an administration fee for any overdue invoices.

34.     Core Consultancy Limited reserves the right to withdraw support and or data storage facilities until all outstanding invoices have been paid in full.

35.     VAT will be charged at the current rate on all invoices.

CONFIDENTIALITY:

36.     All data sent and received from either party is confidential and must not be passed on to any third party.

37.     Data transferred will be encrypted and compressed.

LIMITATION OF LIABILITY:

38.     No liability for consequential damages.  In no event shall Core Consultancy Limited or its suppliers be liable to you for any consequential, special, incidental or indirect damages of any kind arising out of the delivery, performance or use of any software or hardware, even if Core Consultancy Limited has been advised of the possibility of such damages.  In no event will Core Consultancy Limited’s liability for any claim, whether in contract, tort or any other theory of liability, exceed the monthly fee paid by you.

39.     Both parties shall obtain and maintain adequate insurance cover in respect of its obligations under this agreement.  If requested, evidence of such insurance shall be provided to either party upon reasonable notice.

40.     Core Consultancy Limited shall not be liable for any delay or failure in performing any service caused by an error in any information provided by the Customer.

41.     The liability of Core Consultancy Limited to the Customer or Customer’s employees, agents, subcontractor, clients or any other person under or in connection with the Contractual Documents shall be limited by the provisions of these Terms and, in particular, this section (Limitation of Liability).

42.     Except for death or personal injury resulting from the negligence of Core Consultancy Limited or its employees, Core Consultancy Limited’s total liability to the Customer under or in connection with the Contractual Documents (including, without limitation, arising out of any delay in commencing this Service) shall be limited to the total annual charge payable.

43.     Notwithstanding any other provision of the Contractual Document, in no circumstance shall Core Consultancy Limited be liable to the Customer under or in connection with the Contractual Documents or otherwise for:

43.1  Any loss or corruption of data (whether temporary or permanent)

43.2  Consequential, indirect or incidental loss

43.3  Inability to restore data due to the loss of the Customer’s encryption keys

43.4  Loss of profits, revenue, business or anticipated savings

43.5  Notwithstanding anything to the contrary in this Agreement, neither party’s liability to the other for:

43.6  Death or personal injury caused by the negligence of the other, its employees, agents or subcontractors; or

43.7  Under part 1 of the Consumer Protection Act 1987; or

43.8  Fraud (including without limit, fraudulent misrepresentation) is limited (but nothing in this clause confers any right or remedy upon a party to which it would not otherwise be entitled).

MISCELLANEOUS:

44      Reselling and redistribution of software is prohibited.

45       Neither party shall be liable to the other for failure or delay in performing its obligations due to Force Majeure (which shall include but not be limited to Government action, war, riot, civil commotion, fire, flood, epidemic, labour dispute, inability or delay in obtaining third party supplies and any Act of God).

46      Both parties agree to abide by the provisions of the Data Protection Act 1998.

47      The Customer acknowledges that it has read this agreement, understands it and agrees to be bound by its terms and conditions.

48      This agreement is governed by the laws of England and is subject to the exclusive jurisdiction of the English courts