Greenfrog Computing Standard Terms and Conditions – Consultancy
Unless otherwise stated – our time is based upon the current best assessment for the work involved and is not of the essence. It is based upon installation taking place during the normal working day with the existing system being out of service for this period. Please note that working on live systems could add up to 100% to the time and cost involved.
Greenfrog Computing maintain a Helpdesk which clients contact with details of any problems they are encountering. Greenfrog will attempt to resolve such problems through remote access and on line telephone assistance. Where this is not possible Greenfrog will arrange an on site callout. Greenfrog will accept instructions from any members of the client’s staff unless otherwise instructed in writing. Clients on Peace of Mind Contracts will receive priority over other contract types.
AVAILABILITY OF INFORMATION AND LICENCES
We need our Client to be certain that they have full information on the existing system, ahead of our work, since delays arising from lack of such information will cause delays which will extend the installation time and increase the cost of the installation work It is a Client responsibility to ensure that all licences/registration references and similar are fully logged and are available for Greenfrog’s use. Where necessary a suitable member of the Client’s Management to be available without delay to authorise third party suppliers to provide whatever information is needed to Greenfrog.
GOODS SUPPLIED BY SPECIALIST SOFTWARE HOUSES
The scope of Greenfrog work is as defined within the detailed specification for an individual contract and we therefore draw to your attention the fact that some specialist software houses supply products which either do NOT include certain element and/or require considerable additional install time. The scope and extent of the items that are part of the Greenfrog tender are therefore defined fully to ensure the Client is receiving all the items requested/defined
BACK-UP OF EXISTING DATA/TRANSFER OF OLD DATA TO A NEW SYSTEM
The Client may decide that – in addition to their routine/daily back-up, they may wish to create a specific and unique back-up prior to any system changes being undertaken. Unless specifically listed as a Greenfrog operation, then such a task is deemed to be one undertaken by the Client prior to Greenfrog’s attendance on site. Similarly – dependent upon the systems being installed it may not be possible for the “old data” to be “automatically transferred”. In any event – the time and cost to carry out any transfers falls outside the scope of work tendered for by Greenfrog
The possibility of data corruption on existing systems could well mean that system back-ups for some files have to be done on an individual file by file basis. Greenfrog will be happy to provide their specialist knowledge to assist with such actions where required but such work falls outside the scope of our main offer and would therefore be charged on a time basis as incurred.
PRE-GREENFROG INSTALLATION DEFECTS
On occasions it is possible for a new installation to show-up defects in other systems which have not been included in any current Greenfrog scope of work. Greenfrog provide a full support service to handle and deal with such events but where they are identified as falling outside the scope of Greenfrog’s current work then any time involved to remedy their initial (pre-Greenfrog) installation defect will be a time chargeable item.
E-MAIL DNS TAG TRANSFER
It is the responsibility of the Clients ISP, to complete the DNS tag transfer correctly. Greenfrog are willing to support their Client where the ISP fails to complete their work properly but a loss of e-mail connection could exist for several days and the time costs for Greenfrog’s involvement will be a charge outside the main contract. As noted already a Client representative is essential at this stage to ensure that the ISP can speak directly to the account holders, such that the password can be obtained
Changing the email program (Outlook on a standalone basis to GroupWise on a centralised basis for example) , may entail total loss of all contacts, address books and email from the old system – client must ensure they have copies of anything important!
OLD MACHINES/SYSTEMS PREVIOUSLY PRONE TO “CRASHING”
It is a fact that older systems are more prone to system crashes. It is also true that “manufacturers issue patches to overcome program crashes” and Greenfrog offer this as a service. It is important to ensure that individual machines and specific systems are identified and the unique problem defined as this is the only way that a realistic time period can be identified and included within a Greenfrog specification/tender. It may be the case that such problems are best dealt with on a visit by visit basis as part of the “post-installation” maintenance contract on a chargeable basis.
Greenfrog consider training to be an essential part of the understanding process for a new system. Greenfrog will therefore always include a basic level of training for at least one user (after the system administrator). Greenfrog believe however that further structured training is a fundamental and inherent part of the plan to ensure that all personnel are fully informed on the systems that are to use. We would therefore urge our Clients to encompass adequate training as part of their overall planning.
Greenfrog recognise that their Client’s business remains operational, whist Greenfrog is installing new systems/software. At certain times however, Greenfrog will require instructions on operational procedures (how often to set password changes etc) and it is therefore essential that personnel are able to provide this without causing delays to the programme.
EFFECTIVENESS OF EXISTING EQUIPMENT
The networking of equipment (for example Printers, Plotters and similar) will be a defined and specific item in Greenfrog’s tender. Please ensure that the network links fully comply with your requirements. There can be occasions where existing equipment is using obsolete links or the equipment is significantly out of date when compared to modern standards and this has the potential to impede the effectiveness of the equipment. The updating of such “existing equipment” is of course an item that falls outside the current Greenfrog tender.
AFTER SALES SERVICE
Greenfrog provide a maintenance service, designed to provide you with a Virtual IT Manager. You will appreciate that this is outside our lump-sum supply and install price for the specific items that form this tender. We do however include a period of 2 hours telephone support with all server installations to allow your users the opportunity to resolve through us issues of any sort (for example operational issues such as how to create new users, how to access Bordermanager, or similar) Should you wish to increase this time period we will be happy to review it as directed
Particularly with older systems, there is the possibility that the installation of updated technology may cause problems with such old systems. Unless such systems are fully identified and costs to remedy problems of this kind are listed, then time and costs arising are outside the tender as put forward by Greenfrog although we will of course support you fully and offer our services in order to achieve whatever is an appropriate fix.
ORIGINAL INSTALLATION MEDIA & SERIAL NUMBERS
Backup programs/Original Installation CD’s: usually require the original serial number before they can be used in upgrade mode. Unless defined within our tender – Greenfrog have based their offer upon such serial numbers being available (as the alternative is that a “full version” of each program must be used) . Please note that the cost of such a “full version” is often twice the cost of the upgrade and that price difference would have to be charged as a supplement to Contract if serial numbers are not provided.
It is our Clients responsibility to ensure that all passwords are known and are available to Greenfrog. The inability to access certain programs can on occasion create a significant time delay both to the time to complete the work and in consequence – the cost. VAT All charges are subject to VAT which is charged over and above the quoted rates at the value prevailing at the time of service
Our terms are specific and are listed as part of our individual tender but they will include an element of payment with order followed by stage payments both by value and by due date. Interest at 5% over the InterBank rate applies to all overdue monies Telephone support is charged at the end of each month, with a payment date 30 days following invoice date, unless otherwise agreed in writing. Maintenance Contracts are invoiced in advance, with payment being received before support begins. Where the number of PC’s/Servers varies during the contracts term then the charges are adjusted with effect from the beginning of the month following the month in which new items are added/deducted from the scope covered by the contract.
WARRANTIES AND SPECIFICATIONS
We do not warrant the suitability of goods for a particular purpose, and you should check specifications and suitability with manufacturers before ordering.
Goods are not sold on a trial basis.
Goods are offered subject to being unsold.
In the event of non-availability of goods, we reserve the right to rescind the contract.
All goods remain the property of Greenfrog Computing until paid for in full.
Prices and manufacturers specifications subject to change without notice.
Minor specification variations do not entitle the purchaser to rescind the contract.
Prices may change because of currency fluctuations.
Claims for damage, non-functionality and non/mis-shipping must be made within seven days of receipt. After this date, and in all circumstances after 28 days, repair and not replacement will be offered. No cash equivalent for faulty or non/ mis-shipped goods.
A restocking fee of up to 25% is charged on returns which prove to be non-defective.
You must use any manufacturer or on-site arrangements provided.
All returns must be in stock condition and be authorised by the supplier prior to return. No opened software will be accepted for credit. Faulty discs swapped by manufacturer. You are responsible for ensuring safe delivery and carriage cost of the returned item.
To the fullest extent permissible by law in no circumstances will we be liable in contract tort or otherwise for any costs, claims, damages, losses, interest or liabilities or expenses in respect of: any direct loss of profit; any direct loss of anticipated savings; any indirect loss or damage howsoever caused including without limitation; any loss of profit; loss of use of money; loss of anticipated savings; loss of business; loss of opportunity; loss of reputation; loss of data; any wasted expenditure; and/or any other consequential loss including pure economic loss
If part of these terms is found to be unlawful, it shall not affect the validity of the remainder.
FUTURE SYSTEM PROBLEMS
Computer systems and their inter-functionality are complex things. They need expert and experienced attention on a regular basis. They tend to baffle the non-expert – which is of course why large organisations have their own IT Manager and why Greenfrog are able to be successful in providing their Clients with a Virtual IT Management service. We are anxious to develop a relationship which is founded upon mutual trust and goodwill, particularly as we will also be working with data which can on occasions be confidential. Wherever Greenfrog carry out changes/modifications/new installations – we will always endeavour to test the effective functionality of each and every aspect of the installed or inter-related programs before we finally hand-over a completed project: to assist us in this, as part of the final testing and handover routine – we will require our Client to ensure that at least one member of their staff – for each of the different systems – runs their program through it’s normal range of operations to ensure total functionality. Greenfrog will of course ensure at this time that any identified problems are resolved. In return – we ask you to note that, thereafter any problems which arise will need to be resolved as part of the Greenfrog Maintenance Virtual IT Manager service.
GREENFROG AS YOUR VIRTUAL I.T. MANAGER
For organisations who are heavily invested in I.T. facilities and for the larger organisation, Greenfrog’s pre-defined attendance and IT support ensures that our Client has a fixed budget and known times where Greenfrog will be in attendance to install any new peripherals, check all functionality and provide support, generally in the same way that a salaried IT Manager would do – but in a more cost effective manner, acting as your virtual IT Manager. Contracts are offered on a totally flexible basis (for example: 1 day per year; 1 day per month; 1 day per week). In addition Greenfrog offer telephone support on a time cost basis and can also advise/set-up dial-in capability to enhance the quality of support. Each quotation will include a suggested level of support selected from either this Virtual IT manager section or from the service agreement section described below. The suggested times and frequency may, of course, need to be varied to deal with specific events and all additional attendance is chargeable at the same rate as the regular visits.
Greenfrog offer a data security package as an addition to the IT Support Contract. For customers without this addition we will offer our services on a time and materials basis.
You agree that, unless otherwise agreed in writing, Greenfrog are not acting in the capacity of Data Protection Officer, Data Controller or Data Processor. Compliance with GDPR is a client responsibility.
All IT Support contracts are reviewed annually on the 1st April annually using the February RPI increase (contracts are on a 6 month rolling notice period). All prices for hardware are based upon our Supplier quotations and are, therefore subject to verification at the time of actual ordering.
HARDWARE SUPPORT (Software on PC’s or Server)
The element of each Maintenance Contract which provides Peace of Mind cover for hardware is provided for PC’s or servers that are less than 3 years old. For PC’s this applies to the base-unit, corded keyboard and mouse. The service includes the disconnection and removal from site, full repair or replacement of the PC or server and its return and re-connection to the system. Unlike the warranties supplied by manufacturers however the Greenfrog Peace of Mind cover also includes the re-installation of all programs and software that existed on the individual pieces. The protection offered therefore is the peace of mind of knowing that the hardware is returned in a fully operational state. This is of course subject to all necessary programs and licences being provided by our Client and all data being available from a reliable back-up source. The cover does not include costs of any specialist software house and does not include loan equipment for the period that the equipment is out of service.
HARDWARE SUPPORT FOR PERIPHERALS
Not covered under the standard PC cover are the following: Screens; lap-top machines; cordless keyboards; cordless mice; any other connected peripheral device.
CHANGES TO THESE TERMS AND CONDITIONS
Greenfrog Computing reserves the right to add, delete, and modify any provision of its T&C’s at any time without prior notice. It is your responsibility to keep yourself up-to-date with these T&C’s. You agree that we may: (1) revise these T&C’s; and (2) change the Services we provide to you. You agree to be bound by any such revision or change which shall be effective immediately upon posting on our website (www.greenfrogcomputing.co.uk/legal) and/or upon notification to you by e-mail
These Terms and Conditions are governed by and shall be construed in accordance with English Law and the parties hereto submit to the exclusive jurisdiction of the English Courts.
Any dispute between the parties that cannot be settled by mutual agreement shall be referred for final settlement to the arbitration of a person agreed between the parties or failing such agreement appointed upon the application of either party by the Chartered Institute of Arbitrators.
A Contract form should be signed and this contract document is issued electronically for signature.In any event, the contract represents GFC “offer” to supply I.T. Services and the Client “acceptance” is confirmed by the Client “making payment” for these services. A Standing Order should be created to pay for the SUPPORT arrangements. The Monthly Standing Order is paid on the 28th day of the month. It covers support during the following month.
These Terms and Conditions may not be superseded or amended in any way without the prior written consent of Greenfrog Computing.
No failure or omission by Greenfrog Computing to carry out or observe any of the stipulations or conditions of these T&C’s shall give rise to a claim against Greenfrog Computing if such failure or omission arises from any cause reasonably beyond the control of Greenfrog Computing. In the event that Greenfrog Computing is unable to fulfil its obligations in the above circumstances it shall give notice to you of that fact and its obligations shall be suspended until after the removal of that cause.
Any notice, Invoice, or other correspondence to be given under these T&C’s shall be in writing (to include electronic format) and the same shall be deemed duly served: (i) if sent by first class post, two business days after the date of posting if posted in the country of destination and otherwise after seven days; and (ii) if sent by electronic mail, after 24 hours from the day and time of sending.
Terms and conditions of service for web and email hosting
THE FOLLOWING DESCRIBES THE TERMS ON WHICH GREENFROG COMPUTING LIMITED OFFERS YOU ACCESS TO OUR WEB AND EMAIL SERVICES. BY USING OUR SERVICE YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
1. Definitions: *
1.1In this Agreement the following expressions have the following meanings except where the context otherwise requires:
1.1.1″Account” means the total sum of your designated Subscription(s) with the Specification you ordered relevant to the Service we provide to you subject to these Terms & Conditions;
1.1.2″Additional Services” are available to Dedicated Server Subscription holders and means any optional extra(s) identified as such on our website which can be ordered by you subject to clause 8.8;
1.1.3″Co-located Machine Subscription” means where co-location provides physical space, power and bandwidth that are provided and configured prior to delivery to us by yourself . If your Subscription begins with “eCo-located” then it is a Co-located Machine Subscription;
1.1.4″Dedicated Server Subscription” is a product with its own Specification which is tailored to your individual needs, which has virtually limitless hosting resources allocated to it if required. If your Subscription begins with “eDedicated Server” then it is a Dedicated Server Subscription;
1.1.5″Greenfrog Computing” means Greenfrog Computing Limited (company registration number 4653352) The Old Rectory, Swathwick Lane, Wingerworth, Chesterfield Derbyshire S42 6QW and the company’s web presence on the Internet;
1.1.6″End User” means any entity or individual which is one of your customers;
1.1.7″Intellectual Property Rights” means patents, trade marks, design rights (whether registerable or otherwise), applications for any of the foregoing, copyright, database rights, know how, trade or business names and other similar rights or obligations whether registerable or not in any country (including but not limited to the United Kingdom);
1.1.8″Invoice” means the written means by which we formally require payment for our Services (excluding Subscription Fees) in accordance with clause 23.2.
1.1.9″Resale” means the resale of our Service by you;
1.1.10″Service / Services” means the entirety of all products and services provided by Greenfrog Computing subject to these Terms & Conditions and ordered by you (whether by our order form, telephone, facsimile, electronic mail, or otherwise);
1.1.11″Shared Hosting Subscription” is a product with its own Specification that means that the individual users/subscribers are on a server physically occupied by other like users i.e. with similar shared hosting packages.
1.1.12″Special Offer/Promotion” means any special offer or special promotion (including discounts, games, gifts, etc) identified as a special offer or special promotion on our website which you can order subject to clause 10;
1.1.13″Specification” means the definitive description of the capabilities, features and facilities of our Services as set out in our website and as confirmed in our order forms and/or in the electronic mail correspondence in which you ordered our Service;
1.1.14″Subscription” means a Dedicated Server Subscription, a Shared Hosting Subscription, a VPS Subscription or a Co-located Machine Subscription (as the case may be) together with any domain name(s), etc, you may order
1.1.15″Subscription Fees” means the relevant fee for your Subscription(s) as apply to your Account together with any or all fees chargeable for any registration of domain names, etc ordered by you subject to clause 23.1.
1.1.16″Subscription Quota” means your allocated level of services (including but not limited to your bandwidth usage, disk space, maximum number of electronic mails that can be sent per day, etc) as detailed in the applicable Specifications relevant to your Subscription;
1.1.17″VPS Subscription” is a product with its own Specification that stands for Virtual Private Server which is similar to a Shared Hosting Subscription save that individual users are guaranteed a minimum proportion of hosting resources.
1.1.18″we / us / our” means Greenfrog Computing; 1.1.19 “you / your / yourself” means any customer being an individual, body corporate, charitable or unincorporated association, or any other business, who use our Service subject to our Terms and Conditions;
1.2The headings to these T&C’s are for convenience only and shall not affect its interpretation.
1.3In the interpretation of these T&C’s any reference to one gender shall include the other and any reference to plural shall include singular and vice versa. 2. Ordering and Pricing
2.1 All prices quoted by Greenfrog Computing website and within our online systems (including e-mail correspondence) are exclusive of Value Added Tax (VAT) payable at the current UK rate.
2.2 We may refuse to accept an order in any of the following situations:
2.2.1 Where services may not be available;
2.2.2 Where we cannot obtain authorisation for your payment;
2.2.3 Where you do not meet some criteria set out in these T&C’s;
2.2.4 Whereby our security vetting system prohibits you from signing up.
3. Connection to and use of the Service
3.1 Subject to clause 26.3, Greenfrog Computing guarantees 99.7% network uptime.
3.2 Any equipment connected to or used with our Service must be connected and used in accordance with any instructions, safety and security procedures applicable to the use of that equipment. Any equipment that is connected (directly or indirectly) to our Service must be technically compatible with our Service and approved for that purpose under any relevant legislation. It must not interfere with the operation of our Service.
3.3 Greenfrog Computing reserves the right to change or alter from time to time the Specifications of our Service to conform to applicable standards or laws or otherwise within reasonable limits having regards to the nature of Greenfrog Computing’s Service.
3.4 Unless otherwise agreed, source code written by Greenfrog Computing is the property of Greenfrog Computing and is licensed for use, not sold.
4. Term & Renewal
4.1 Your contract period will begin upon the date you place your order for our Service.
4.2 Subject to availability, you choose the length of your Subscription (by way of example monthly, quarterly, bi-annually, yearly, etc) as part of the package you order, which begins on the date as specified in clause 4.1 (the ‘Initial Term’).
4.3 Your contract will AUTOMATICALLY RENEW subject to the same Specification (unless notified otherwise by us) and T&C’s for a further Initial Term (each, a “Renewal Term”) unless earlier terminated in accordance with clause 4.4 below.
4.4 To cancel your Subscription you must do so in writing (either email or letter). Save as regards our 14-day money back guarantee as per clause 24, THIS IS THE ONLY WAY YOU CAN CANCEL.
4.5 It is your sole responsibility and duty to check you have cancelled your Subscription in accordance with clause 4.4 above. Greenfrog Computing accepts no responsibility if you fail to properly cancel your Subscription, and you will have to pay for a Renewal Term in the event you do not properly cancel your Subscription.
4.6 There are no partial or pro-rata refunds if you wish to terminate your Subscription prior to the expiration of the Initial Term or a Renewal Term (as the case may be).
5. Equipment Storage
5.1 After cancellation of your contract for our Service, Greenfrog Computing will store any of your equipment and/or other hardware (if applicable) during the organisation and completion of shipping of such equipment back to you.
5.2 After three months of storing any such equipment and/or other hardware, Greenfrog Computing reserves the right to dispose of the equipment and/or charge the customer for storage of the item(s).
6. SMTP (eMail) We do not allow you to send more than 100 pieces of e-mail per hour from an Account. If you do send more than 100 pieces of e-mail per hour, your Subscription may be suspended. If you are sending legitimate e-mails and they total more than 100 per hour, your Subscription may have to be moved to a special server that is specifically designed to handle high volumes of e-mail and additional cost may be applied.
7. Subscription Quotas and Limits
7.1 Any database(s) stored on our servers via your Subscription are calculated towards your total Subscription Quota.
7.2 You can view a breakdown of disk usage via your online control panels report section on our website. If you require additional disk space then you need to upgrade your Subscription as necessary.
7.3 Limits assigned to a Shared Hosting Subscription/ a VPS Subscription /a Dedicated Server Subscription / a Co-located Machine Subscription (as the case may be) are reflected in the package ordered by you.
7.4 You are solely responsible for checking your Subscription to keep within your Subscription Quota.
7.5 Should a larger amount/quota be required you or we may complete an upgrade of your Subscription via the ‘upgrade’ option in the online control panel.
7.6 Limits assigned to one Subscription cannot be transferred to other Subscription(s) and any amount with a period for usage (bandwidth usage, etc) cannot be rolled over to the following period.
7.7 If you exceed your Subscription Quota, we reserve our right to either:
7.7.1 suspend your Subscription/Account; or
7.7.2 charge you for the excess in accordance with the relevant prevailing prices as stated on our website and as are in force from time to time. 8. Dedicated Server & Co-location Subscriptions & access to our facilities
8.1 Any Dedicated Server Subscription provided by Greenfrog Computing will be provided with the Specifications tailored to your individual needs. We will source the relevant hardware and software (and set up payment arrangements for the relevant licence fee(s)) on your behalf.
8.2Save as regards Co-location Machine Subscriptions, you shall have no ownership in the server or software that we install, which shall be provided to you only during the contract term and whilst there are no outstanding payments.
8.3 You shall be able to remotely access the server for management purposes, having NO PHYSICAL ACCESS to the server or ability to install additional hardware. If access is needed to a Co-located server then we may arrange a mutually acceptable time and place at our discretion. Please note that if access cannot be granted within the data centre housing the server itself Greenfrog Computing accepts no liability and/or offers no refunds (pro-rata or otherwise) for the period of downtime that shall ensue as a result of your request to physically access a server.
8.4 Save as regards Co-located Machine Subscriptions, we will assign your dedicated server. Without prejudice to clause 27, if you use an IP address that we have not assigned to your server and you adversely affect our network or those of our suppliers or the services that we provide to other customers, we reserve the right to suspend or terminate your Subscription or Account.
8.5 Software updates to the operating system and applications installed on a server are your sole responsibility. However, as an Additional Service (i.e. as part of the Support Bundle as defined below in clause 8.8.1) we can provide an upgrade within the support time available if requested. As software updates and security patches are your sole responsibility, Greenfrog Computing cannot be held responsible for any outages or server damage due to lack of maintenance by you.
8.6 Any software provided/sourced by Greenfrog Computing that requires licensing will require a monthly payment to ensure the license is up to date. For more information on pricing please email firstname.lastname@example.org
8.7 Subject to clause 8.10, Dedicated Server Subscriptions have full hardware related support; but configuration of the operating system and applications beyond the initial installation and setup is not included within the support we offer. However, we are able to provide a Support Bundle (as defined below in clause 8.8.1) with a Dedicated Server Subscription as an Additional Service, which must be purchased alongside the server.
8.8 Dedicated Server Subscription holders have the option of ordering the following Additional Services:
8.8.1 Five hours per calendar month of technical support at the price of £60 per month (which cannot be rolled over to the following month) for the first five hours, with additional support over 5 hours being charged at the rate specified in clause 11.3 (‘the Support Bundle’).
8.8.2 Serial Console Access (allowing for out-of-band management) at the price of £60 per month
8.8.3 Extra space on Greenfrog Computing’s back-up server(s) at the rate of £8 per 1Gb requested.
8.9 Dedicated Server Subscription holders receive discounted installation/setup fee’s and have the benefit of electing to have Additional Services, in consideration for and on the understanding that, they sign up to a MINIMUM CONTRACT PERIOD OF TWELVE MONTHS beginning with the day on which we accept your order (‘the Term’). Should you terminate your Subscription to a Dedicated Server Subscription prior to the expiration of the Term and otherwise than in accordance with clause 4.4, then you shall become liable for the balance of the full setup fee and all the outstanding fees for the remainder of the Term.
8.10 Full hardware and/or software related support for Dedicated Server Subscription holders will necessarily cease once the server and/or relevant component thereof has reached its End Of Life (‘EOL’). EOL means the relevant equipment (like the server or any software installed or licensed by us) or individual component thereof (like the processor or hard disks) is no longer fit for its purpose. For the purposes of this sub-clause ‘support’ means assistance with software or repair or replacement of faulty hardware components or other like repairs or assistance. We are the sole arbitrators as to whether & when any equipment or individual component thereof has reached its EOL, and we will notify you in the event of EOL.
8.11 If your equipment has reached its EOL and subsequently you require our support you will have to either:
8.11.1 upgrade your Subscription; or
8.11.2 have your Subscription cancelled by us forthwith.
9. Domain Name Registrations
9.1 Subject only to clause 24.3, registration and renewals of domain names through Greenfrog Computing are non-refundable due to nature of domain registry systems. Please refer to domain name specific terms and conditions: *.com/.net/.org Domains – Standard OpenSRS Terms & Conditions. *.uk Domains – Standard Nominet Terms & Conditions: http://www.nominet.org.uk/nominet-terms.php
9.2 Greenfrog Computing reserves the right to refuse to transfer domain names on your Account if any Invoice(s) or Subscription Fee(s) remain outstanding.
9.3 We will automatically perform the renewal(s) of domain name(s) unless otherwise instructed by you.
10. Special Offers/Promotions
10.1 You can take advantage of any Special Offers/Promotion if you fulfil any and all necessary and applicable pre-conditions stated within such an offer or promotion.
10.2 Special Offers/Promotions are valid/open to acceptance for the limited time(s) as stated by us or on our website from time to time.
10.3 If Special Offers/Promotions are provided by or through a third party supplier then that supplier has the sole responsibility to you for that Special Offer/Promotion.
10.4 Special Offers/Promotions are offered at the sole discretion of Greenfrog Computing.
10.5 Greenfrog Computing reserves the right to cancel and/or withdraw any Special Offers/Promotions at any time.
11. Technical Support
11.1 Greenfrog Computing endeavours to provide a continuous high quality service. If you do experience problems, please contact us via the details on our website.
11.2 Save as regards Dedicated Server Subscription and Co-located Account holders, Greenfrog Computing is pleased to offer what we deem a reasonable amount of free support as follows:
11.2.1 our email system is free and is available 7 days a week, which is monitored and emails are reviewed for urgency as and when required.
11.2.2 our telephone helpline is manned as per the opening hours as stated on our website (‘Contact Us’). You can contact the Telephone Helpline on 01246 520000 *
11.3 Save as regards the Support Bundle package as defined in clause 8.8.1, Greenfrog Computing reserves the right to charge for technical support as described in clause 11.2 above at an hourly rate of £60 (excluding VAT) rounded up to the nearest whole hour, having already provided what we deem a reasonable level of free support.
11.4 Greenfrog Computing reserves the right to withdraw the supply of the above-mentioned technical support.
11.5 Greenfrog Computing will charge Dedicated Server Subscription and Co-located Account holders for technical support as per the rate specified in clause 11.3 above.
12. Server and Network Maintenance
12.1 Greenfrog Computing may find it necessary to provide maintenance on both hardware and software. Where possible, Greenfrog Computing aims to provide what we deem a reasonable period of prior notification.
12.2 Under some circumstances emergency maintenance may be necessary with no notification to you dependant upon the situation.
13. Customer Responsibility
13.1 You are required to use the Greenfrog Computing network responsibly. This includes respecting the other customers of Greenfrog Computing. Greenfrog Computing reserves the right to suspend and/or cancel your Service if you use the Greenfrog Computing network in such a way that adversely affects other Greenfrog Computing customers.
13.2 You hereby agree to cooperate with Greenfrog Computing in any corrective or preventive action that Greenfrog Computing reasonably deems necessary. Failure to cooperate with such reasonable corrective or preventive measures is a violation of Greenfrog Computing policy and Greenfrog Computing reserves the right to take any such action even though such action may affect your business.
13.3 When a website is found to be monopolising the resources available, Greenfrog Computing reserves the right to suspend that site immediately. This policy is only implemented in extreme circumstances and is intended to prevent the misuse of our servers and Services.
13.4 You must report to Greenfrog Computing immediately if you become aware of any unauthorised use of any or all of the Services Greenfrog Computing provides to you.
14. Data Integrity
14.1 Greenfrog Computing at all times endeavours to maintain up-to-date backups of all servers in the event of server failure. However, Greenfrog Computing makes no commitment to having this data available.
14.2 Greenfrog Computing encourages customers to also make their own web site recovery plans in case they are affected by system or component failure. 1
If a loss of data stored on a shared hosting server occurs whilst using Greenfrog Computing’s Services and it is reasonably deemed to be the fault of Greenfrog Computing, then Greenfrog Computing may refund you subject to clause 26.3.
16. Scheduled Tasks
16.1 Greenfrog Computing may allow programs to run in the background. These programs will be considered on an individual basis and you may incur extra charges based on system resources used and operational maintenance needed. *
6.2 If you wish to run a scheduled task, please contact email@example.com for more information. Please include as much information as you can.
17. Web Based Statistics
17.1 Greenfrog Computing shall use reasonable endeavours to ensure that the Web Statistics are accurately compiled and generated, however Greenfrog Computing accepts no liability for any loss whatsoever, suffered by the customer, because of its reliance on the content of the Web Statistics generated. 1
8. Unsolicited Commerce Email – SPAM
18.1 Spamming, i.e. the communication of unsolicited electronic mail containing advertising / marketing or nuisance material from or through an Greenfrog Computing server or using an email address that is maintained on an Greenfrog Computing machine and either of which is directed to particular individual(s) is STRICTLY PROHIBITED (‘our SPAM Policy’). Further, it is a violation of our SPAM Policy to engage in spamming using the service of another ISP or IPP, but reference in the spam a website hosted on an Greenfrog Computing server, or if you sell or distribute software on your website that facilitates spamming.
18.2 Greenfrog Computing will be the sole arbiter as to what constitutes a violation of our SPAM Policy.
18.3 Violator’s Accounts will face immediate suspension whilst investigations take place, if necessary.
18.4 Upon notification of an alleged violation of our SPAM Policy, Greenfrog Computing will aim to initiate an immediate investigation (within 48 hours of notification). Please report any instances of spamming from Greenfrog Computing specific servers/IP’s to firstname.lastname@example.org detailing as much information as possible, clearly identifying the source of the unsolicited email.
19. Actions Taken by Greenfrog Computing
19.1 subject to clause 19.2, failure to abide by these T&C’s (including our SPAM Policy) may lead to the suspension and/or removal of your Subscription and/or Account.
19.2 Whilst we investigate any reports of violations, your Subscription and/or Account may be restricted, suspended or terminated depending upon the severity of the violation. If the violation is a criminal or civil offence, Greenfrog Computing may notify the appropriate law enforcement agencies and/or require indemnification in accordance with clause 27.
20. Illegal & Prohibited Use
20.1 Greenfrog Computing servers may be used for lawful purposes only. Transmission, storage or distribution of any information, data or material in violation of any applicable law or regulation, or that may directly facilitate the violation of any particular law or regulation, is prohibited. This includes, but is not limited to the following:
20.1.1 Child Pornography: The use of Greenfrog Computing’s services to store, post, display, transmit, advertise or otherwise make available child pornography is prohibited. Greenfrog Computing is required by law, and will, notify law enforcement agencies when it becomes aware of the presence of child pornography on, or being transmitted through, its Services.
20.1.2 Adult Content Due to the special system and network requirements of adult-oriented sites these are prohibited. This includes sites that may infer sexual content or provide links to adult content elsewhere. This is also true for sites that promote any illegal activity or content that may be damaging to our servers or any other server on the Internet, or provide links to such sites. However, under the discretion of the management we may allow some types of artistic nudity, or online stores.
20.1.3 IRC Greenfrog Computing does not allow IRC servers or IRC bots to be operated on our servers under any circumstances.
20.1.4 Viruses and Other Destructive Activities .Use of Greenfrog Computing’s services or equipment for creating or sending Internet viruses, worms or Trojan horses, or for pinging, flooding or mail bombing, or engaging in denial of service attacks, is prohibited. It is also prohibited for you to engage in other activity that is intended to disrupt or interfere with, or that results in the disruption of or interference with, the ability of others to effectively use Greenfrog Computing’s Services and equipment (or any connected network, system, service or equipment) or conduct their business over the Internet.
20.1.5 Chat Rooms Greenfrog Computing does not allow you to install your own chat rooms. Chat rooms normally require significant system resources and therefore cannot be permitted in order to maintain server stability and availability.
20.1.6 Other Server and System Abuse Violations of system or network security are prohibited and may result in criminal and/or civil liability. System or network security violations include, without limitation the following: any attempt to undermine or cause harm to Greenfrog Computing’s server(s) or customer(s), unauthorised access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorisation of the owner of the system or network; interference with service to any user, host or network including, without limitation, mail bombing, flooding, deliberate attempts to overload a system and broadcast attacks; forging of any TCP/IP packet header or any part of the header information in an email or a newsgroup posting. Further, content which is offensive to the world wide web community is prohibited. Examples of unacceptable content or links (without limitation) include: pirated software, hacker programs or archives, warez sites, copyrighted MP3 downloads, and IRC bots, material that is obscene, defamatory, constitutes an illegal threat, or violates export control laws
21. Violation of Intellectual Property Rights & Copyright
21.1Causing, permitting, or omitting to do anything which facilitates the violation of any applicable Intellectual Property Right is prohibited.
21.2 The Digital Millennium Copyright Act (“DMCA”) sets forth the requirements for valid copyright infringement notification. If you would like to notify Greenfrog Computing of an infringement of your copyright, the DMCA requires that you:
1. Send your notification to Greenfrog Computing by one of 3 methods: + a. Email to email@example.com + b. Fax to Greenfrog Computing, Attention: Abuse at +44 (0)1246 205152 c. Post to Greenfrog Computing Limited, The Old Rectory, Swathwick Lane, Wingerworth, Chesterfield, Derbyshire S42 6QW, UK.
2. Include in your notification the following information: + a. A physical or electronic signature of the copyright owner or a person authorized to act on the copyright owner’s behalf (the “Claimant”) + b. Identification of the copyrighted work(s) claimed to have been infringed + c. Identification of the material claimed to infringe the copyright(s), and enough information for Greenfrog Computing to locate it + d. The Claimant’s name, address, and telephone number(s) + e. A statement that the Claimant has a good faith belief that use of the disputed material is not authorised by the copyright owner or his agent + f. A statement, under penalty of perjury, that the information in the notification of copyright infringement is accurate and that the Claimant is authorised to act on behalf of the copyright owner
22. Payment Options
22.1 In order to streamline our payment systems, Greenfrog Computing currently accepts these payment types:
22.1.1 Standing Order,
22.1.2 Cheque / BACS /Online recurring payment:
23. Billing Policy
23.1All payments for Subscription Fees are subject to the following:
23.1.1 All Subscription Fees are payable in advance;
23.1.2 By supplying your details for the payment of Greenfrog Computing charges, you authorise Greenfrog Computing to automatically charge you for charges that apply to your Account;
23.1.3 Recurring charges for a Renewal Term will be posted to your account until such time that you cancel your Subscription in accordance with clause 4.4;
23.1.4 If you cease to make advance payments but do not cancel your Subscription in accordance with clause 4.4 Greenfrog Computing will suspend your account for up to 3 months and thereafter permanently delete your Account and/or relevant Subscription and all information stored on the same.
23.2 All payments of Invoices are subject to the following:
23.2.1 All Invoices are payable within 30 days of the date of the Invoice (‘by the Due Date’)
23.2.2 Any invoices not paid on or before the Due Date will incur interest equivalent to 12% APR with a minimum charge of £5 being levied for late payment.
23.3 If you have a Co-located Machine Subscription and there is/are outstanding payment(s) and such payment(s) remain outstanding for over three months then Greenfrog Computing reserves the right to sell (and you hereby agree to the sale of) your hardware and/or software equipment to satisfy such debt after we have given notice to you of such an intended sale. Any excess sale proceeds (less reasonable storage costs) will held on trust for a further period of three months, and thereafter any unclaimed funds shall belong to us.
23.4 You agree that we may suspend or terminate the Services and/or your Account and/or terminate the Agreement at any time, without prior notice or refund to you, and without affecting any of our accrued rights or claims, either:
23.4.1. where we reasonably believe that the Services are being used in breach of our conditions;
23.4.2. for non-payment (when due) of the Charges or any other sum due from you under the Agreement or any other agreement with us;
23.4.3. for any other material breach of the Agreement by you;
23.4.4. where you have breached the Agreement in any other way; or
23.4.5. where you are or you become Insolvent or suffer any distress or execution or other legal process to be levied or enforced or sued upon or against any part of your property, assets or revenue and which is not discharged or stayed within 7 days, or you cease or threaten to cease to carry on business. You also agree that where this Agreement or your Account is terminated for any reason the Services will automatically terminate.
23.4.6. where, at any time, an agreed method payment is unavailable for collection under this agreement. 2
4. 14-day money back satisfaction guarantee
24.1 Subject to clauses 24.2 and 24.3 below, Greenfrog Computing are pleased to offer a 14-day money back guarantee on new Subscription if you are not completely satisfied with our Service. If you are unhappy with your Subscription and intimate to us any grounds for dissatisfaction, you may cancel within the first 14 days and we will refund in full the price of your hosting, less any domain registration charges.
24.2 The 14-day money back guarantee cannot extend to Dedicated Server Subscriptions or domain registration fees or supplemental service fees, for example, SSL certificate purchases, due to the non-refundable nature of these services/products.
24.3 Nothing in this clause 24 shall be construed as affecting any or all the rights of ‘Consumers’ as defined and set out in The Consumer Protection (Distance Selling) Regulations 2000 (Statutory Instrument 2000 No. 2334). If you are a Consumer, then you may cancel your contract with us by giving notice to us by any of the means set out in clause 30.3 below at any time up to and including 7 working days following the day on which your contract is concluded, i.e. the date on which we give notice to you that we have accepted your order. If you use our Service in the course of a business, trade or profession, you will not have such rights.
24.4 If you cancel in accordance with clause 24.3 then we will provide you with a full refund within 30 days of receipt of your notice of cancellation.
25. Resale of Service
25.1If you engage our Services for the purpose of Resale you are responsible to the End User for providing all support, billing, and other administrative services. Greenfrog Computing accepts no responsibility whatsoever for or to the End User.
26. LIMITATION / EXCLUSION OF LIABILITY
26.1 The Service provided by Greenfrog Computing is provided on an as-is-available basis therefore (save as expressly provided for elsewhere in this clause 26 and to the extent permitted by applicable law) all warranties, conditions, undertakings or terms and conditions as to satisfactory quality performance, durability, fitness for a particular purpose or otherwise are hereby excluded. For the avoidance of doubt, Greenfrog Computing shall not be liable for direct, indirect, incidental, special or consequential damages, resulting from the use or the inability to use the Service or for the cost of procurement of substituted services, and Greenfrog Computing does not issue any credits/refunds for outages caused by violation of these T&C’s.
26.2 The following provisions of this Clause 26 set out the total liability of Greenfrog Computing in respect of any breach of its obligations arising under or in connection with these T&C’s and/or the provision of our Service to you whether in contract, tort (including negligence) and breach of statutory duty or otherwise howsoever arising. Subject to Clause 26.4 and to the fullest extent permissible by law in no circumstances will we be liable in contract tort or otherwise for any costs, claims, damages, losses or liabilities or expenses in respect of: any direct loss of profit; any direct loss of anticipated savings; any indirect loss or damage howsoever caused including without limitation; any loss of profit; loss of use of money; loss of anticipated savings; loss of business; loss of opportunity; loss of reputation; loss of data; any wasted expenditure; and/or any other consequential loss including pure economic loss. For the avoidance of doubt, the Sub-Clauses of this Clause 26.2 are intended to be severable.
26.3 Subject to clause 26.4, in no event will Greenfrog Computing’s total liability to you exceed the amount paid by you for the Service.
26.4 Nothing in these T&C’s shall limit or exclude Greenfrog Computing’s liability for fraud (including without limitation fraudulent misrepresentation) or for death or personal injury resulting from negligence, or to the extent not permitted by law.
You shall, at your expense, agree to indemnify, investigate, defend and otherwise hold Greenfrog Computing, its subsidiaries, affiliates, officers, and employees, harmless from any and all damages, liabilities, costs and expenses, (including reasonable legal fees) incurred by Greenfrog Computing arising from or relating to any third party claim, tribunal or proceedings associated with your use of our Service in violation or infringement of these T&C’s, or if information you have provided hereunder is factually inaccurate, misleading or deceptive provided only that Greenfrog Computing notifies you in writing within a reasonable time of such claim.
Greenfrog Computing reserves the right to add, delete, and modify any provision of its T&C’s at any time without prior notice. It is your responsibility to keep yourself up-to-date with these T&C’s. You agree that we may: (1) revise these T&C’s; and (2) change the Services we provide to you. You agree to be bound by any such revision or change which shall be effective immediately upon posting on our website (www.greenfrogcomputing.co.uk/legal) and/or upon notification to you by e-mail
29. Governing Law
These Terms and Conditions are governed by and shall be construed in accordance with English Law and the parties hereto submit to the exclusive jurisdiction of the English Courts.
30.1 These Terms and Conditions may not be superseded or amended in any way without the prior written consent of Greenfrog Computing.
30.2 No failure or omission by Greenfrog Computing to carry out or observe any of the stipulations or conditions of these T&C’s shall give rise to a claim against Greenfrog Computing if such failure or omission arises from any cause reasonably beyond the control of Greenfrog Computing. In the event that Greenfrog Computing is unable to fulfil its obligations in the above circumstances it shall give notice to you of that fact and its obligations shall be suspended until after the removal of that cause.
30.3 Any notice, Invoice, or other correspondence to be given under these T&C’s shall be in writing (to include electronic format) and the same shall be deemed duly served: (i) if sent by first class post, two business days after the date of posting if posted in the country of destination and otherwise after seven days; and (ii) if sent by electronic mail, after 24 hours from the day and time of sending.
Terms and conditions for Broadband provision (“ISP”)
The Customer’s use of the Service (as defined below) and/or acceptance of these Terms and Conditions (‘Conditions’) constitute the Customer’s agreement to be bound by these Conditions. These Conditions must be read in conjunction with those of GreenFrog Computing’s Consultancy section which may be subject to change from time to time. It is the Customer’s responsibility to ensure that they comply with the latest edition of our Acceptable Usage Policy (AUP) in force at any given time. These Conditions, together with those of GreenFrog Computing AUP, explain the responsibilities of GreenFrog Computing to the Customer and the Customer’s responsibilities to GreenFrog Computing and to other users of the Service (‘Users’). The AUP in particular outlines what GreenFrog Computing considers to be unacceptable use of the Internet by our customers so that GreenFrog Computing can take appropriate steps against abusers of the Internet. The AUP and the Application Form are an integral part of these Conditions and, unless otherwise expressly stated, all references to Conditions include reference to the AUP and to the Application Form. If you are a Consumer, you must be 18 years or older to register for the Service. Terms and conditions for GreenFrog Computing ADSL Services: 1. Definitions Please note some terms used in these Conditions have a certain meaning: ‘Access Line’ means the telecommunications circuit that the Customer uses to obtain telecommunications services over the public switched telephone network at the Premises as notified by the Customer to GreenFrog Computing; ‘Act’ means the Telecommunications Act 1984; ‘Agreement’ means these Conditions together with the applicable Application Form and AUP; ‘Application Form’ means the form that the Customer signs to apply for the Service; ‘Carrier’ means any supplier of telecommunications services to GreenFrog Computing for the Service; ‘Commencement Date’ means the date when the Customer first receives the live Service. ‘Confidential Information’ means any information of a confidential nature obtained under or in connection with this Agreement including, but not limited to, any information regarding the existence of errors or viruses found in the Service and all other information which GreenFrog Computing characterises as confidential at the time of its disclosure either in writing or orally. Confidential Information does not include information which the Customer can demonstrate: (a) is previously rightfully known to the Customer without restriction at the time of disclosure; (b) is or becomes, from no act or omission on the Customers part, generally known in the relevant industry or public domain; (c) is disclosed to the Customer by a third party as a matter of right and without restriction at the time of disclosure; or (d) is independently developed by the Customer without access to the Confidential Information. ‘Customer’ means the person who orders the Service and person shall be taken to include bodies corporate or unincorporate. GreenFrog Computing may accept instructions from another person who GreenFrog Computing reasonably believes is acting with the Customer’s authority or knowledge. ‘Customer Apparatus’ means apparatus belonging to the Customer not forming part of the Equipment but which may be connected to the Equipment; ‘Equipment’ means any apparatus or equipment provided by GreenFrog Computing or any third party to the Customer at the Premises to enable provision of the Service; ‘Minimum Period of Service’ (a) For customers ordering GreenFrog Computing – The minimum period of service is thirty (30) days. If termination occurs within the first twelve (12) months from the commencement date, a termination fee of £50.00 + VAT will be payable. (b) For customers ordering GreenFrog Computing ADSL Standard services – The minimum period of service will be three (3) months from the commencement date. (c) For customers ordering GreenFrog Computing ADSL Managed services – The minimum period of service will be twelve (12) months from the commencement date. ‘Physical Characteristics’ (a) For customers wishing GreenFrog Computing to manage the connection only – Means an existing standard British Telecommunications analogue telephone line which does not have any incompatible services enabled upon it, as detailed in the Service description. (b) For customers wishing GreenFrog Computing to manage the connection, installation and equipment: · For Home customers – An existing standard British Telecommunications analogue telephone line which does not have any incompatible services enabled upon it, as detailed in the Service description. · For Business customers – means one (1) wall mounted power socket within two (2) metres of the master phone socket and an existing standard British Telecommunications analogue telephone line which does not have any incompatible services enabled upon it, as detailed in the Service description; ‘GreenFrog Computing System’ means the telecommunication system which GreenFrog Computing runs and, for the purpose of this Agreement, any apparatus leased by, or otherwise obtained by, GreenFrog Computing from a third party. ‘Premises’ means the Customer’s premises where the Service is to be received. ‘Service’ means the installation, connection and supply of a telecommunications circuit capable of supporting ADSL services at the Premises and the provision of telecommunication services over such circuit as detailed in our website. ‘Standard Tests’ means the tests carried out by GreenFrog Computing or any third party to determine whether the Service is ready; ‘Term’ is defined in clause 3. 2. Provision of The Service 2.1 The Service is described on the web site of GreenFrog Computing. 2.2 The provisions of the Application Form are binding on GreenFrog Computing, once GreenFrog Computing confirms to the Customer in writing acceptance of the Customer’s order. The Customer agrees to receive the Service and pay the fees for the Service as specified in this Agreement. 2.3 GreenFrog Computing will provide the Service to the Customer in accordance with the Conditions of this Agreement and with reasonable skill and care. It is technically impracticable to provide the Service or the telecommunications services free of faults and GreenFrog Computing does not undertake to do so. 2.4 GreenFrog Computing will use its reasonable endeavours to provide a prompt and continuing Service but will not be liable for any loss of data resulting from delays, non-deliveries, missed deliveries, or service interruptions caused by events beyond the control of GreenFrog Computing, or by errors or omissions of the Customer. 2.5 GreenFrog Computing exclude all and any warranties and conditions of any kind, whether express or implied, in respect of the Service and any content or data obtained or downloaded from it or the accuracy of information received through it. 2.6 To use the Service, the Customer needs to supply GreenFrog Computing with certain details on the Customer’s Application Form. GreenFrog Computing will respect the privacy of this information and will comply with applicable data protection legislation in respect of it. 2.7 The Customer must have an Access Line with the Physical Characteristics in order to receive the Service. If the Customer changes from the Physical Characteristics, GreenFrog Computing cannot be held responsible if the Customer is no longer able to receive the Service. 2.8 The Customer acknowledges that the Service will depend upon the characteristics of the Customer’s Access Line and that where the Carrier so determines it may not be possible to supply the Service. In this event GreenFrog Computing shall have the right to terminate this Agreement without liability to the Customer. 2.9 From time to time certain Points of Presence (PoPs), servers, or the whole or part of the Network may be closed down for routine repair or maintenance work. GreenFrog Computing or its authorised representative shall give as much notice as in the circumstances is reasonable and GreenFrog Computing shall endeavour to carry out such works during the scheduled maintenance periods as published from time to time. 2.10 GreenFrog Computing may occasionally have to interrupt the Service or change the technical specification of the Service for operational reasons or because of an emergency. GreenFrog Computing will give the Customer as much notice as possible of any planned interruption of the Customer’s Service. In these circumstances The Customer shall have no claim against GreenFrog Computing for any such interruption. 2.11 GreenFrog Computing will correct reported faults as soon as possible. Should the Customer encounter a fault with the Service the Customer should report the fault to the GreenFrog Computing ADSL helpdesk. Technical Support contact information including availability times is available on the web site of GreenFrog Computing. 2.12 GreenFrog Computing may include links from time to time from the Service to other Internet sites. GreenFrog Computing have no control over the content of such sites and disclaims any liability in respect of the Customer’s use of such sites. The Customer may wish to use one of the available filtering software products to help prevent access to certain web content. 2.13 The Customer acknowledges that the Service shall be provided by GreenFrog Computing at the Premises and that under these Conditions the Customer cannot require GreenFrog Computing to transfer the Service or Equipment to another location. In the event the Customer requests the Equipment to be moved to another location within the Premises, GreenFrog Computing reserve the right to accept or reject such request and the decision of GreenFrog Computing shall be final. Any expense incurred in such move of the Equipment within the Premises shall be incurred by the Customer. 2.14 Except as otherwise expressly permitted in these Conditions, and in addition to other restrictions herein, the Customer may not: 2.14.1 redistribute, encumber, sell rent, lease, sub-license, copy or use the Service or otherwise transfer rights to the use of the Service to any third party, whether in whole or in part; 2.14.2 disclose Service features, errors or viruses to any third party without the prior written consent of GreenFrog Computing; 2.14.3 use the Service except in conjunction with GreenFrog Computing recommended operating environment, notified by GreenFrog Computing; or 2.14.4 modify the Service without GreenFrog Computing prior written consent. 2.15 GreenFrog Computing reserves the right to remove e-mail from GreenFrog Computing servers that is left for a period of more than four months. 2.16 GreenFrog Computing reserves the right to change the Customer’s password at any time at its sole discretion.
3. Term 3.1 This Agreement will commence on the Commencement Date and shall continue for a term equivalent to the subscription period paid by the Customer until the expiry of that subscription period or the Agreement is terminated in accordance with the terms hereof (‘the Term’) subject to the provisions of paragraph 13.1 3.2 The Minimum Period of Service does not prevent GreenFrog Computing from suspending or terminating the Service under paragraphs 12 and 13 of this Agreement. 4. Fees 4.1 GreenFrog Computing shall provide the Customer with the Service for the fees as set out on the Application Form. These fees are payable in advance from the start of the Minimum Period of Service. Payment will be due on the date specified on the invoice. GreenFrog Computing may accept major credit cards, cheques, standing order or direct debit payments. Save where the Service is terminated by GreenFrog Computing without cause, the Customer shall not be entitled to a refund of subscriptions paid. 4.2 Subject to our discretion we will invoice you with credit terms of 30 days net, on an Annual basis only. GreenFrog Computing may charge interest on all outstanding amounts on a daily basis at the rate of 3% per annum above the base lending rate of Barclays Bank plc in force from time to time, from the date of the invoice until the date of actual payment or judgement has been enforced. Additionally, GreenFrog Computing reserves the right to terminate the provision of service to the Customer immediately if the Customer is in default of payment. Such termination is without prejudice to the rights of either party accrued prior to the date of termination. 4.3 The installation fee as specified on the Application Form is payable in advance by either cheque or credit card 4.4 All fees are subject to change from time to time in the event that the Carrier increases its fees to GreenFrog Computing. GreenFrog Computing will contact you in the event of any such increases. 4.5 In addition to the fee set out on the Application Form, GreenFrog Computing shall be entitled to charge the Customer for the reasons given. (a) Internal Relocation – If a customer wants to relocate the main phone socket from one room/floor to another within the same building. (b) Abortive Visit Charge – Abortive visits include attendance to incorrect address provided by the customer, site does not meet requirements specified by BT or End User is not available. (c) Administration Charges – Where The Customer provide illegible, materially incomplete or incorrect order details. (d) Reworking Charge – If the Customer consents to a Carrier engineer making good any existing non-Carrier installed wiring to make it fit for installation of the Service. (e) Order Cancellation – If the customer requests the cancellation of the GreenFrog Computing ADSL service five (5) or less days prior to the arranged installation date. For the latest pricing information on the above please contact the GreenFrog Computing’s sales department. 5. Access 5.1 The Customer hereby irrevocably gives permission to GreenFrog Computing and its employees, agents or contractors to: 5.1.1 execute any works on the Premises for, or in connection with, the installation, maintenance, adjustment repair, alteration, moving, replacement, renewal or removal of the Equipment; 5.1.2 keep and operate the Equipment installed on, under or over the Premises; 5.1.3 enter the Premises to inspect any telecommunication apparatus kept on, under or over the Premises or elsewhere for the purposes of the GreenFrog Computing System. The permission set out above shall continue in force after cancellation or termination of this Agreement until such time as GreenFrog Computing have removed all Equipment from the Premises. 5.2 The Customer must allow GreenFrog Computing or any Carrier to have access to the Premises at all reasonable hours for the purpose of testing or maintaining any of the Equipment and/or the Service and provide a safe and suitable environment for such access visits. 6. Installation 6.1 When GreenFrog Computing manages the connection only: 6.1.1 GreenFrog Computing will only arrange for the ADSL service to be provided on the customer’s telephone line. It is the customer’s responsibility to connect the necessary micro-filter and ADSL equipment. 6.2 When GreenFrog Computing manage the connection, installation and equipment: 6.2.1 GreenFrog Computing shall attempt to provide and install or procure the provision and installation of the Equipment at the Premises so that the Service can be provided on or before any installation date specified or agreed to by GreenFrog Computing. Any installation date given is an estimate only and shall not be liable for any failure to meet such installation date. 6.2.2 GreenFrog Computing shall supply the Customer with the relevant information to enable the Customer to suitably prepare the Premises for delivery and installation of the Equipment. The Customer shall at the Customer’s expense provide suitable accommodation, facilities and environmental conditions for the Equipment and all necessary electrical and other installations and fittings. 6.2.3 GreenFrog Computing shall use its reasonable endeavours to comply with the Customer’s reasonable requests in respect of installation but GreenFrog Computing or its contractors’ or agents’ decision on the routing of cables and wires and the positioning of outlets and other apparatus constituting the Equipment or part thereof shall be final and binding. 6.2.4 A secure electricity supply is required at the Premises for the installation, operation and maintenance of the Equipment at such points and with such connections as specified by GreenFrog Computing. Unless otherwise agreed, this power supply is to be provided by the Customer. GreenFrog Computing shall not be responsible for interruption or failure of the Services caused by a failure of such power supply. 6.2.5 The Customer acknowledge that during the installation of the Equipment for the provision of the Service the Customer’s Access Line may suffer a temporary loss of service which shall be reinstated following installation and/or interference to any other Customer Apparatus or services used in connection with the Access Line (e.g. Access Line security systems) without any liability to GreenFrog Computing. 7. GreenFrog Computing Equipment This section applies to customers requiring GreenFrog Computing to manage the connection, installation and equipment. Customers
wishing GreenFrog Computing to manage the connection only can ignore this section as they must procure, install and manage their own equipment. 7.1 The Customer agrees not to do or allow anything to be done to the Premises that may cause damage to, or interfere with, the Equipment or prevent easy access to it. 7.2 The Customer shall procure at the Customer’s own expense all permissions, licences, registrations and approvals necessary for GreenFrog Computing to deliver, install and maintain the Equipment for the provision of the Services. 7.3 Following the installation of the Equipment Standard Tests shall be carried out by GreenFrog Computing to ensure that the Service is ready for use. If the Service is not ready for use, GreenFrog Computing shall either repair or replace, at its sole option, the Equipment or any part thereof and repeat the Standard Tests. The Customer shall be entitled to use the Services following GreenFrog Computing informing the Customer of successful completion of the Standard Tests. 7.4 The Equipment shall remain the property of GreenFrog Computing or the supplier of such equipment (including any Carrier) and the Customer shall at all times make clear to third parties that the same is the property of GreenFrog Computing or a third party supplier of such equipment. GreenFrog Computing may modify, substitute, renew or add to the Equipment from time to time at its absolute discretion. 7.5 The Customer shall be responsible for ensuring at all times the safekeeping and proper use of the Equipment after delivery and installation at the Premises. The Customer shall be liable to GreenFrog Computing for any loss or damage to the Equipment (except where it can be shown that such loss or damage was caused by our negligence or due to fair wear and tear). The Customer will notify GreenFrog Computing immediately of any such loss or damage in particular (without prejudice to the generality of the foregoing) the Customer undertakes: 7.5.1 to keep the Equipment at the Premises and not to move it; 7.5.2 to comply with all instructions as GreenFrog Computing may notify to the Customer and/or with the manufacturer’s instructions and not to use the Equipment except in accordance with such written instructions and in accordance with the law and any applicable licence granted there under; 7.5.3 not to cause the Equipment to be repaired or otherwise maintained except by an authorised representative of GreenFrog Computing; 7.5.4 not to cause any attachments other than those approved for connection under the Act to be fitted to the Equipment except in accordance with such written authorisation as may be notified by GreenFrog Computing to the Customer from time to time; 7.5.5 not to do anything nor to allow to subsist any circumstances likely to damage the Equipment or detract from or impair its performance or operation and not to add, modify, or in any way interfere with or impair the performance of the Equipment; and 7.5.6 not to attempt to sell, transfer, dispose of, let, mortgage, charge, modify, extend, repair, service, tamper with, remove or interfere with the Equipment or suffer any distress, seizure or execution to be levied against or of the Equipment or otherwise do anything prejudicial to GreenFrog Computing or the owner of such Equipment’s rights in the Equipment; and 7.5.7 not to remove, tamper with or obliterate any identification mark(s) affixed to the Equipment or to any part thereof showing that it is the property of GreenFrog Computing or other third party supplier of such equipment. 7.5.8 to permit GreenFrog Computing and its employees, agents or contractors to inspect or test the Equipment at all reasonable times; 7.6 The Customer shall be liable for any loss or damage howsoever caused (including but not limited to lightning or electrical damage) to any part of the Equipment or any of its own property within the Premises (except in so far as it can be shown that such loss or damage is attributable to the negligent act or omission of GreenFrog Computing). The Customer will notify GreenFrog Computing immediately of any such loss or damage. 7.6.1 The Customer undertake to indemnify GreenFrog Computing against any and all such loss or damage referred to in this clause 7.6. 7.6.2 Wilful destruction or abuse of the Equipment may result in additional charges being payable by the Customer to GreenFrog Computing. 8. Customer Apparatus 8.1 The Customer shall be responsible for the repair and maintenance of any Customer Apparatus used in order to obtain or use the Service. 8.2 The Customer shall ensure that such Customer Apparatus complies with any applicable law. The Customer shall immediately disconnect any such apparatus if such apparatus does not, or ceases to, conform to applicable standards (if any) for the time being in force. GreenFrog Computing reserves the right to disconnect any apparatus used by the Customer if the Customer does not fulfil their obligations under this Clause or if, in the opinion of GreenFrog Computing, such apparatus may cause the death of or personal injury to any person, or damage to property, or materially impair the quality of any telecommunication service provided by means of GreenFrog Computing , and the Customer agrees to disconnect such apparatus at the request of GreenFrog Computing. 9. The Customer’s Use of The Service 9.1 The Customer must NOT use the Service: 9.1.1 in a way that does not comply with the Conditions or any legislation or that is in any way unlawful or fraudulent; or 9.1.2 in connection with the carrying out of a fraud or criminal offence against any telecommunications operator; or 9.1.3 to send, encourage the receipt of, upload, download, use or re-use any material which is abusive, indecent, defamatory, obscene or menacing, or in breach of copyright, confidence, privacy or any other rights or which may contain viruses or other similar programs, or which cause overloads to the GreenFrog Computing System; or 9.1.4 to send or procure the sending of unsolicited advertising or promotional material; or 9.1.5 in a way that does not comply with any instructions given by GreenFrog Computing for reasons of health, safety or the quality of the Carrier’s telecommunications services or the GreenFrog Computing System; or 9.1.6 attempt to use the Service in a way that modifies, decompiles, translates, reverse engineers, reconfigures, disassembles or otherwise alter or attempt to modify or reconfigure the Service or any Equipment or software or copy any manual or documentation relating to the Service except to the extent applicable law specifically prohibits such restrictions;. 9.1.7 distribute copies of the licensed programs or their documentation to others; 9.1.8 rent, lease or grant its rights to the licensed programs; 9.1.9 ship or transmit (directly or indirectly) any copies of the licensed programs or any technical data in the licensed programs or its media or any direct product thereof to any entity or country destination 9.2 The Customer will co-operate with GreenFrog Computing reasonable requests for information regarding the Customer’s use of the Service and supply such information without delay. 9.3 Where the Customer uses the Service to reach networks and services not operated by GreenFrog Computing, the Customer will abide by the acceptable use policies or terms and conditions imposed by the operators of those networks and services. 9.4 The Customer warrants that: 9.4.1 it, as the registered user of the account, will keep the username and password secure and not let them become public knowledge and that the password will not be stored anywhere on a computer in plain text. 9.4.2 if the password becomes known to any other unauthorised user it will inform GreenFrog Computing or its authorised representative immediately; 9.4.3 any breach of these obligations shall entitle GreenFrog Computing to immediately terminate the Service to the Customer without notice. 9.5 Use by others: The Customer acknowledges that GreenFrog Computing is unable to exercise control over the content of information passing over the GreenFrog Computing network or via the Service, and GreenFrog Computing hereby excludes all liability of any kind for the transmission or reception of infringing information of whatever nature. 10. Domain Names & Internet Protocol Addresses 10.1 The Customer confirms and warrants that it is the owner of, or that the Customer has been and is duly authorised by the owner to use, any trade mark or name requested or allocated as its domain name. 10.2 The Customer acknowledges that GreenFrog Computing cannot guarantee that any domain name the Customer requests will be available or approved for use. 10.3 GreenFrog Computing has the right to require the Customer to select a replacement domain name and may suspend the relevant service associated with the domain name if, in the opinion of GreenFrog Computing, there are reasonable grounds for GreenFrog Computing to believe Customer’s current choice of domain name is, or is likely to be, in breach of the provisions of this Agreement and law. 10.4 If the Service includes the registration of an Internet domain name the Customer acknowledges and agrees that: 10.4.1 GreenFrog Computing does not represent, warrant or guarantee that any domain name applied for by the Customer or on its behalf will be registered in its requested name or is capable of being registered by it or that the use of such domain name by it will not infringe any third party rights. Accordingly, the Customer should take no action in respect of its requested domain name(s) until it has been notified that its requested domain name has been duly registered and GreenFrog Computing will not be liable for any such action taken by the Customer. 10.4.2 The registration of the domain name and its ongoing use by the Customer is subject to the relevant naming authority’s terms and conditions of use and the Customer undertakes to GreenFrog Computing that it will comply with such terms and conditions. The Customer hereby irrevocably waives any claims it may have against GreenFrog Computing in respect of any decision of a naming authority to refuse to register a domain name and, without limitation, the Customer acknowledges and agrees that any administration or other charge paid by the Customer in respect of the registration of the domain name is non-refundable in any event. 10.4.3 GreenFrog Computing accepts no responsibility in respect of the use of a domain name by the Customer and any dispute between the Customer and any other individual or organisation regarding a domain name must be resolved between the parties concerned and GreenFrog Computing will take no part in any such dispute. GreenFrog Computing reserves the right on becoming aware of such a dispute concerning a domain name at its sole discretion and without giving any reason, to either suspend or cancel the relevant service associated with the domain name and/or to make such representations to the relevant naming authority as it deems appropriate. 10.5 Any Internet Protocol address allocated by GreenFrog Computing to the Customer shall at all times remain the sole property of GreenFrog Computing and the Customer will have a non-transferable licence to use such address for the duration of this Agreement. If this Agreement is terminated for whatever reason, the Customer’s licence to use the Internet Protocol address shall automatically terminate and thereafter it will not use such address. 11. Software Agreement 11.1 GreenFrog Computing and its suppliers own the licensed programs and the documentation provided with this Agreement, both of which are protected by copyright laws. The Customer’s right to use the licensed programs and documentation is limited to the terms and conditions described below: 11.2 The Customer may: 11.2.1 use the enclosed licensed programs on the number of users specified in the Service to which the Customer subscribes; 11.2.2 physically transfer the licensed programs from one computer to another provided that the licensed programs are used on no more that the number of users specified and that the Customer removes any copies of the licensed programs from the computer from which the licensed programs are being transferred; 11.2.3 make copies of the licensed programs solely for the purposes of backup. The copyright notice must be reproduced and included on a label on any backup copy. 12. Breach of Conditions 12.1 GreenFrog Computing shall investigate any suspected or alleged breach of these Conditions or any suspected compromise to it’s network systems or security and in doing so GreenFrog Computing will act reasonably and fairly at all times. 12.2 GreenFrog Computing reserve the right to take any action GreenFrog Computing deem appropriate and proportionate to the breach of the Conditions. 12.3 If GreenFrog Computing decide that the Customer has breached the Conditions, GreenFrog Computing will use reasonable endeavours to ensure that the Customer is made aware of the breach without suspension or termination of the Service. However it may be necessary, due to the severity of the breach, to suspend or end the Service whilst details of the breach are investigated further. GreenFrog Computing reserve the right to suspend or end the Customers Account at it’s sole discretion without refund, and make an additional charge for all reasonable costs incurred due to investigating and dealing with the misuse and/or blocking access to any component(s) of the Service. 12.4 The Customer must notify GreenFrog Computing immediately in writing of any allegation of infringement of any intellectual property rights prompted by its use of the Service. The Customer may not make an admission relating to an alleged infringement. The Customer must allow GreenFrog Computing, or at GreenFrog Computing’s election, the Carrier to conduct all negotiations and proceedings and give GreenFrog Computing or the Carrier all reasonable assistance in doing so. The Customer must allow any part of the Service to be modified so as to avoid continuation of the alleged infringement. 13. Term and Termination 13.1 The Customer may end this Agreement after the Minimum Period of Service by giving GreenFrog Computing not less than thirty (30) days written notice expiring no earlier than the end of the Minimum Period of Service. If a Customer wishes to end this Agreement before the end of the Minimum Period of Service, GreenFrog Computing shall be entitled to charge the Customer fees which would have been payable by the Customer for the balance of the Minimum Period of Service. 13.2 In addition, if a Customer using GreenFrog Computing ADSL wishes to end this Agreement before twelve (12) months have elapsed since the Commencement Date, GreenFrog Computing shall be entitled to charge a termination fee. For details of the current termination fee please contact the GreenFrog Computing Sales department. 13.3 The Customer may do so by writing to GreenFrog Computing indicating the Customer’s intention to cancel and either(a) send it to GreenFrog Computing. 13.4 GreenFrog Computing may end this Agreement immediately upon written notice to the Customer if: 13.4.1 it becomes unlawful for (i) GreenFrog Computing or the Carrier supporting the Service to continue to provide the Service; or (ii) GreenFrog Computing or the Carrier supporting the Service is required to cease the Service by a competent regulatory authority; or 13.4.2 the Carrier supporting the Service ceases to do so for whatever reason or materially changes the terms of its provision of telecommunications services to GreenFrog Computing for the Service beyond the reasonable control of GreenFrog Computing; or 13.4.3 The Customer (or a third party acting on the Customer’s behalf or instruction) fail to comply with any of the material Conditions or conditions of this Agreement including the Customer’s obligation to pay and the Customer does not remedy such failure within fifteen (15) days of a request to do so. 13.4.4 The Customer take (or cause or permit a third party to take) any action in breach of GreenFrog Computing rights to the Confidential Information. 13.5 The provisions of this Agreement regarding Confidential Information and limitation of liability shall survive the termination of the Agreement. 13.6 Upon termination of this Agreement the Customer shall immediately stop using the Service and the Customer’s right to use Service shall immediately terminate. 14. Disclaimer of Warranties 14.1 THE SERVICE WILL BE PROVIDED TO THE CUSTOMER ‘AS IS’, WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS OR IMPLIED. GreenFrog Computing DISCLAIMS AND EXCLUDES ALL SUCH WARRANTIES AND REPRESENTATIONS INCLUDING WITHOUT LIMITATION ANY WARRANTY OR REPRESENTATION THAT THE SERVICE IS FREE OF DEFECTS AND VIRUSES, OF SATISFACTORY QUALITY, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING OF THIRD PARTY RIGHTS. FURTHER, GreenFrog Computing DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES THAT MIGHT ARISE FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. THE CUSTOMER ACCEPTS ALL RISKS AND LIABILITIES ASSOCIATED WITH THE CUSTOMER’S USE OF THE SERVICE. 15. Limitation on Liability 15.1 Nothing in this Agreement shall exclude or limit liability for(a) death or personal injury resulting from the negligence of either party or their servants, agents or employees or(b) fraud. 15.2 GreenFrog Computing shall not be liable in contract, tort, pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise arising out of or in connection with this Agreement for: 15.2.1 any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings); or 15.2.2 any loss of goodwill or reputation; or 15.2.3 any special, indirect or consequential losses or any destruction of data, in any case, whether or not such losses were within the contemplation of the parties at the date of this Agreement, suffered or incurred by that party arising out or in connection with the provisions of, or any matter under this Agreement. 15.3 Subject to paragraphs 15.1 and 15.2 GreenFrog Computing liability to the Customer in contract, tort, negligence, pre-contract or other representations arising out of or in connection with this Agreement or the performance or observation of its obligations under this Agreement shall be limited in aggregate to £250. 15.4 Each provision of this paragraph 15 excluding or limiting liability shall be construed separately, applying and surviving even it for any reason any other provision does not remain in force, notwithstanding the expiry or termination of this Agreement. 15.5 The Customer is solely responsible for any liability arising out of any content provided by the Customer and/or any material to which other users can link to through such content. Any data included in the Equipment upon installation by GreenFrog Computing is for testing use only and GreenFrog Computing hereby disclaim any and all liability arising there from. 16. Indemnity 16.1 The Customer agrees to indemnify and hold GreenFrog Computing harmless for all liabilities, loss, claims and expenses that may arise from (a) any breach of these Conditions by the Customer; and (b) any transmission or receipt of any content or message which the Customer has requested or made using the Service. 17. Data Protection/Personal Details 17.1 GreenFrog Computing may retain the Customer’s personal data, and the Customer authorise GreenFrog Computing to use their personal data, for the following purposes: 17.1.1 provision of the Service to the Customer; 17.1.2 keeping of a record for a reasonable period after termination of the Customer’s Service; 17.1.3 operation and enforcement of these Conditions; 17.1.4 technical maintenance; 17.1.5 providing the Customer with information about other services GreenFrog Computing offer, subject to the Customer’s right to opt out of receiving such information on the Application Form; 17.1.6 transferring it to another company in the event of a sale of GreenFrog Computing; and 17.1.7 legal compliance including disclosing it to any third party who GreenFrog Computing reasonably consider has a legitimate interest in any such investigation or its outcome. 17.2 It is the Customer’s responsibility to keep the personal data that the Customer provide to GreenFrog Computing up to date. GreenFrog Computing may send notices or other information to the Customer at the address the Customer give GreenFrog Computing. The Customer should notify GreenFrog Computing immediately of any change to the Customer’s personal data by sending GreenFrog Computing. 18. Confidentiality 18.1 The Customer must at all times, both during the term of the Agreement and for a period of two (2) years after its termination, keep in confidence all Confidential Information using at least the same standard of care the Customer uses with their own confidential information, but in any event no less than reasonable care. The Customer may not use or disclose any Confidential Information other than for purposes and activities specifically permitted by the Agreement. The Customer may only disclose Confidential Information to an employee or contractor under binding obligations of confidentiality substantially similar to those set forth in this Agreement on a ‘need to know’ basis. If the Customer is legally compelled to disclose any Confidential Information, then, prior to such disclosure, the Customer must: 18.1.1 immediately notify GreenFrog Computing to allow GreenFrog Computing an opportunity to contest the disclosure; 18.1.2 assert the privileged and confidential nature of the Confidential Information; and 18.1.3 co-operate fully with GreenFrog Computing in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event that such protection is not obtained the Customer may disclose the Confidential Information only to the extent necessary to comply with applicable legal requirements. 19. Notices 19.1 Any notice required or permitted under the Agreement must be in English and in writing. The Customer must send any such notice to GreenFrog Computing. 19.2 Any notice to be sent to the Customer will be sent to the address which the Customer provided on the Application Form or such other address as the Customer shall have given written notice of as the billing address. 20. Assignment 20.1 GreenFrog Computing reserves the right to assign or sub-contract any or all of its rights and obligations under this Agreement without the Customer’s further consent to such assignment or sub-contract. 20.2 The Customer may not sell, lease, sub-licence, assign or otherwise transfer, whether in whole or in part, by operation of law or otherwise, the Agreement or any rights or obligations therein without the prior express written consent of GreenFrog Computing. 21. Matters Beyond The Parties’ Reasonable Control 21.1 If either party is unable to perform any of its obligations under this Agreement because of a matter beyond that party’s reasonable control including, but not limited to, lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes, or acts of local or central Government or other competent authorities or acts or omissions of third party telecommunications service providers, that party shall have no liability to the other for such failure to perform its obligations. 22. Proprietary Rights 22.1 All title, interests, and rights (including intellectual property rights) in the Service remain in GreenFrog Computing and/or its suppliers. The Customer acknowledge such title, interest and rights and the Customer shall not take any action to jeopardise, limit or interfere in any manner with GreenFrog Computing (or any third party supplier’s) title, interests or rights with respect to the Service including, but not limited to, using its trademarks or trade name. 22.2 Title and related rights in any content accessed through the Service are the property of the applicable content owner and are protected by applicable laws. The right to use granted to the Customer under this Agreement gives the Customer no rights to such content. If the Customer wishes to use such content, the Customer must ensure that he has the appropriate consent or licence of the content owner. 23. Amendment of These Conditions 23.1 GreenFrog Computing reserve the right to add to and/or amend the Conditions at any time. Such changes shall be notified to the Customer by posting on the Legal section of the GreenFrog Computing’s Web site. Changes in this manner shall be deemed to have been accepted if the Customer continues to use the Service after a period of two weeks from the date of posting on the Web site. 24. Miscellaneous 24.1 The Agreement will constitute the entire agreement between the parties concerning the subject matter of these Conditions. It will supersede all prior and contemporaneous agreements, communications and representations (except for fraudulent or negligent misrepresentations) whether oral or written, between the parties relating to the subject matter of these Conditions, and all past courses of dealing or industry custom. The Agreement will prevail over any other conflicting written instrument or other notice the Customer may submit to GreenFrog Computing.
24.2 Any amendment to the Agreement must be in writing and signed by an authorised representative of each party. 24.3 The Agreement shall be governed by the laws of England and the parties submit to the non-exclusive jurisdiction of the Courts of England. 24.4 In the event of a dispute between the parties, the parties will attempt in good faith to resolve the dispute or claim arising out of or relating to the Agreement promptly through negotiations between the respective representatives of the parties who have authority to settle the same. 24.5 If any provision of the Agreement (whether in part or in whole) is held by a court of competent jurisdiction to be illegal, invalid or unenforceable the remaining provisions of the Agreement shall remain in full force and effect. 24.6 Any waiver of any breach of any provision of the Agreement will not constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions of the Agreement. A waiver of a provision or breach of a provision of the Agreement will only be effective if made in writing and signed by an authorised representative of the waiving party. 24.7 The licence granted under the Agreement will not create a partnership, joint venture, agency relationship or franchise relationship. 24.8 Notwithstanding any other provision in this Agreement, nothing in this Agreement will create or confer any rights or other benefits whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise in favour of any person other than the Customer or GreenFrog Computing. 24.9 GreenFrog Computing’s ADSL services are collected by GreenFrog Computing and will appear on your statement as ‘‘Greenfrog Computing‘. 24.10 The headings to the sections of these Conditions are for convenience only and have no substantive meaning.