This Agreement is made between
(1) Sensical Services Ltd registered in England and Wales under company number 4811011 trading under the name of Sensical and Sensical.net whose business address is at International House, 24 Holborn Viaduct, LONDON, EC1A 2BN, U.K. ("Sensical"); and
(2) The customer (the "Customer");
together referred to as the "Parties" and each individually as a "Party".
1.1. All orders in whatever terms, are accepted subject to the following terms and conditions detailed in this Agreement which will apply even if Sensical receive an order form with different terms and conditions, unless varied in writing by an authorised representative of Sensical.
1.2. All orders will be submitted by the Customer or their authorised representative using the Sensical website or written purchase order. This Agreement is made only when Sensical accept the Customer's order by sending or otherwise transmitting to the Customer a contract or confirmation of service.
1.3. The Customer shall be deemed to have accepted the service on the date they are notified that it is operational.
2.1. The Customer agrees with Sensical to pay all charges, VAT and any bank charges that may arise when they fall due.
2.2. Sensical or its merchant shall take all charges owed by the Customer from the Customer's credit or debit card on or after the day that they are due. Sensical shall notify the Customer by email if a credit or debit card payment is refused. Sensical may temporarily deny service to the Customer or terminate this Agreement upon the failure of the Customer to pay charges when due. Such termination or denial will not relieve the Customer of responsibility for the payment of all accrued charges plus reasonable interest and any collection fees. Service interrupted for non payment is subject to a £200.00 reconnection charge.
2.3. All payments paid by the Customer to Sensical are non-refundable. This includes the one time setup fees and subsequent charges regardless of usage. All overcharges or billing disputes must be reported by the Customer to Sensical within 60 days of the time the dispute occurred. If the Customer disputes a charge to their credit or debit card issuer that after resolution between Sensical and its merchant is deemed to be a valid charge under the provisions of this Agreement the Customer shall pay Sensical an Administrative Fee of not less than £50.00 and not more than £200.00.
2.4. The Customer agrees to make all payments using credit or debit card. Sensical may, at its discretion, permit the Customer to make payment using other payment mechansisms such as BACS transfer (including standing order) and cheque for which the Customer shall pay Sensical an Administrative Fee; the amount of which shall be determined by Sensical up to a maxmimum of 5% per transaction.
3.1. The Customer has the right to cancel this Agreement within seven days by giving notice to Sensical by email at email@example.com. If the Customer exercises this right then the Service will be terminated and except for any unrecoverable items (inter alia domain registration and SSL certificates) Sensical shall refund any setup or period fees paid by the Customer until that time under the terms and conditions of this Agreement.
3.2. Subject to clause 3.1 of this Agreement the Customer must give at least one month but not more than two months' notice of their intention to cancel this Agreement. Notice should be given to Sensical by email at firstname.lastname@example.org.
4.1. Sensical warrants to the Customer that it will provide all services ordered with reasonable care and skill but Sensical does not warrant or undertake that this will cause the services to operate without fault or interruption.
4.2. Sensical cannot guarantee a product or service provided by a third party for and on behalf of the Customer, however, will endeavour to act in the best interest of the Customer.
4.3. Sensical shall use all reasonable endeavours to correct as soon as is reasonably practicable any fault notified by the Customer.
4.4. The Customer warrants and undertakes that it shall in its use of the services comply with Sensical's Acceptable Usage Policy in Schedule 1 of this Agreement, any relevant legislative and regulatory provisions and shall not use the services for any illegal purpose and shall indemnify Sensical in respect of any liability incurred as a result of a breach of this clause
4.5. In no event will Sensical or its network service suppliers be liable for any damages, including but not limited to loss of data, loss of revenue or profits, or for any other special, incidental, indirect or consequential damages, arising out of or in connection with the use of or inability to use services or products provided hereunder.
4.6. Sensical and its network service suppliers disclaim all express and implied warranties, including warranties of merchantability and fitness for a particular purpose. Neither Sensical or its network service suppliers will be liable for unauthorised access to or alteration, theft or destruction of end user's data files, programs, procedures or information through accident, fraudulent means or devices, or any other method, regardless of whether such damage occurs as a result of Sensical's or its network service suppliers negligence.
4.7. The Customer shall indemnify Sensical and shall hold Sensical harmless against any and all losses, damages, costs and expenses arising from or in connection with any claims or proceedings brought by third parties against Sensical in respect of or arising directly or indirectly from the resale of services.
5.1. Any notice required or authorised to be given may be delivered by post to the address stated for that party and shall be deemed to have been served 72 hours after posting.
6.1. In the case of any Customer who is an individual about whom Sensical processes personal data (as defined by the Data Protection Act), Sensical may use such data to provide the Customer with details of Sensical's products and services which Sensical deems may be of interest to the Customer. Sensical warrants that it will refrain from using any Customer's data as detailed in this clause if the Customer requests Sensical to do so.
6.2. Sensical warrants that it will not pass on any personal data about its Customers to third parties for commercial gain or otherwise with the exception of to UK government agencies when required to do so by law.
7.1. The Customer shall raise to Sensical any complaint relating to the performance of the duties of Sensical outlined in this Agreement. In the first instance the Customer shall raise the complaint by way of email to email@example.com. Sensical shall acknowledge any complaint within 3 working days. Sensical shall make best endeavours to address the complaint.
7.2. If the Customer has raised a complaint to Sensical and Sensical has not addressed the complaint to the satisfaction of the Customer within a reasonable time the Customer shall be entitled to escalate the complaint to a Director of Sensical in writing at the address published on the 'Contact Us' page of the Sensical website.
8.1. Sensical shall raise any complaint relating to the performance of the duties of the Customer outlined in this Agreement to the attention of a Director or similar officer of the Customer.
9.1. All contracts are governed by and constructed in accordance with English Law and the parties irrevocably agree to the exclusive jurisdiction of the English courts
SCHEDULE 1 - ACCEPTABLE USE POLICY
The following Acceptable Use Policy ("AUP") is intended to be a guideline to Sensical's stance against violations of the accepted norms of the internet community and is not intended to be exhaustive. Sensical reserves the right at all times to protect its reputation and goodwill. The Customer and or end user must not use Sensical's service for any of the following purposes:
1. To commit or encourage a criminal offence;
2. To send or receive any material which is offensive, or which maybe construed as abusive, indecent, obscene or menacing, or in breach of confidence, copyright, privacy or any other rights;
3. Do anything which is contrary to the acceptable use policies of any connected networks and Internet standards;
4. Insert or knowingly or recklessly transmit or distribute a virus;
5. Hack into or disrupt any aspect of the Service (The Customer and or end user must not use their account for the purpose of obtaining unauthorised access to any computer or service, or to circumvent, or attempt to seek to circumvent, any of the security safeguards of Sensical's or any of its suppliers or users);
6. Cause annoyance to subscribers or others;
7. Use any domain name or mailbox name so as to infringe upon the rights of any other person whether in statute or common law, in a corresponding trade mark or name;
8. Send any unsolicited advertising or other promotional material, commonly referred to as "spam" by email or by any other electronic means, and the Customer and or end user must not post articles of a commercial nature to newsgroups which are inappropriate to the subject of the article.
9. Send any unsolicited emails advertising a site or service on Sensical's or any other providers network, or allow any third party to do so.
10. Send email or any other type of electronic message with the intention or result of affecting the performance or functionality of any computer facilities;
11. The Customer and or end user must not email a person after they have specifically requested that do not want to be mailed. This applies to any automated mail system employed by the Customer or end user.
12. The Customer and or end user must not send email or post articles with headers modified in such a way as to disguise the true source of such mail or article.
13. The Customer and or end user must ensure that his or her equipment cannot be used to relay mail for a third party.
14. Where applicable the Customer and or end user is responsible for maintaining the confidentiality of their username and the password assigned to them on registration. As a result they are fully responsible for all activities which occur under them. They must notify Sensical immediately if they become aware of any unauthorized use of their username and password.