Cretronix Support Terms and Conditions
Introduction to Cretronix
We want to make being an Cretronix customer the best experience it can be. We aim to deliver a professional service with the personal touch. Whether you need us to rapidly fix a server, recommend IT Strategy, or provide Internet Connectivity we will do everything we can to help.
Cretronix engineers have extensive experience in many frequently used IT systems often with certifications from key manufacturers. In addition Cretronix holds various accreditations and partnerships with key industry players. You can expect Cretronix to have an excellent working knowledge of these products and systems. Unfortunately we don’t know everything and therefore we recommend that you take a support contract direct with a manufacturer or supplier for any specialist system. Our support team are happy to liaise with any third party in order to remedy a fault.
We may retain certain critical information relating to your infrastructure. This is held in accordance with the Data Protection Act. Upon the termination of the contract all such information is deleted. We refer to these documents as “Technical Summaries”. They are not intended as a complete set of IT Management Documentation. Documenting IT Policies and Procedures, and Technical Information is a service we offer. Please ask for details. If you have any queries about our terms, please email [email protected]
General Terms and Conditions
- Effective Date
- Cretronix Obligations
- The Customer’s Obligations
- The Service, Service Level Agreement and Suspension of Service
- Connection of Customer Equipment to the Products and/or Services
- Cretronix Equipment and Products
- Confidentiality and Non-Solicitation of Cretronix personnel
- Intellectual Property Rights (IPR)
- Term and Termination
- Limitation of Liability
- Force Majeure
- Dispute Resolution
- Governing Law and Jurisdiction
- Miscellaneous Provisions
A. Definitions and Interpretation
In these Terms and Conditions, the following definitions apply:
“Acceptable Use Policy” means the policy set out in Schedule 8 of these Terms and Conditions.
“Agreement” means an agreement for Products and/or Services comprising these General Terms and Conditions, any Schedules and any Orders.
“Business Day” means any day which is customarily regarded in the country or locality in which the Products or Services are being provided as a day when business is undertaken, excluding national, public, or bank holidays. If an obligation is to be performed on a day that is not a Business Day, the obligation must be performed by the following Business Day.
“Charges” mean the fees payable for Products or Services as set out in the Order or the applicable Schedule.
“Colocation Services” means the provision of an allocation of physical space, and access to an allocation of power, provided within a Data Centre.
“Colocation Suite” means a room within a Data Centre within which the Colocation Services are provided.
“Confidential Information” means all documentation, technical information, software, know how, business information or other materials (whether written, oral or in electronic form) concerning the business of a Party that are disclosed in confidence by that Party to the other during the term of this Agreement.
“Content” means information made available, displayed or transmitted in connection with a Service (including information made available by means of an HTML “hyperlink”, third party posting or similar means) including all IPR contained in it, as well as the contents of any bulletin boards or chat forums, and all upgrades, updates, modifications and other versions.
“Critical” when used in reference to the guaranteed time an engineer will arrive on site. Critical means a system or network fault that impacts more than one user, and results in serious damage being done to the Customer’s business. Cretronix determines whether or not a fault is deemed critical within an hour of a call being logged. Cretronix decision will be based on the information available at that time, and taken in reasonable and professional manner. If the Customer disagrees with the decision then they should immediately request in writing by fax or email that the call be escalated to an Cretronix manager.
“Customer” mean’s you, the customer that enters into an Agreement with Cretronix
“Customer Equipment” means equipment (including software), other than Cretronix Equipment, used by the Customer in connection with a Service.
“Data Centre” means a building in which a Colocation Suite is situated, whether owned by us or a third party.
“Dedicated Rack” means a Rack that is provided for the sole use of one Customer and shall only contain the Customers Equipment and our equipment that is required to provide the Colocation Services to you.
“General Terms and Conditions” means these general terms and conditions
“Cretronix” means Cretronix effortless computing, 14 Commercial Way, Woking, Surrey, GU21 6ET
“Cretronix Equipment” means equipment (including any software) owned or licensed by Cretronix and placed on the Customer’s premises by Cretronix for the provision of a Service.
“IPR” means any patent, copyright, database right, design right, community design right, semiconductor topography right, registered design, rights in confidential information and know-how, or any similar right in any part of the world and shall include any applications for the registration of any such rights capable of registration in any part of the world.
“Minimum Period of Service” means the period from the date of the Agreement plus twelve (12) months beginning on date of the OSD during which a Service will be provided by Cretronix.
“Office Hours” means 8am to 6pm Monday to Friday excluding UK public Holidays and the period between Christmas and New Year.
“Operational Hours” means 8am to 6pm Monday to Friday excluding UK public Holidays and the period between Christmas and New Year.
“Operational Service Date” or “OSD” means the date on which any Service or part of a Service is first made available to the Customer by Cretronix.
“Order” means an order under this Agreement for Products or Services signed by both Parties.
“Party” means either Cretronix or the Customer and “Parties” means both Cretronix and the Customer.
“Products” means equipment and/or Software purchased by the Customer under this Agreement as set out in an Order.
“Products” means equipment and/or Software purchased by the Customer under this Agreement as set out in an Order.
“Rack” means the physical chassis, frame or cabinet which will house your Equipment.
“Rates” means the prevailing daily rates as defined on the Cretronix rate-card or as agreed as part of this Agreement and Cretronix Standard Rates are available upon request or via the Cretronix website.
“Schedule” means a schedule (including any Service Annexes) describing the Products or Services under these Terms and Conditions.
“Service” means each service provided by Cretronix as described in these Terms and Conditions, a Schedule, Service Annex and/or Order and for:
- Shared and Dedicated hosting Services the provisions of Schedule 2 shall apply;
- Co-Located Services the provisions of Schedule 3 shall also apply;
- Online Backup Services the provisions of Schedule 4 shall apply;
- Business VoIP Services the provisions of Schedule 5 shall apply; and
- Hosted Desktop and Hosted Exchange Services the provisions of Schedule 6 shall apply.
- Service Level Agreement the provisions of Schedule 7 shall apply
- Acceptable Use Policy the provisions of Schedule 8 shall apply
“Service Annex” means any annexure to any Schedule describing the Products or Services.
“Shared Rack” means a Rack that is provided to house multiple, different Customers’ equipment and is not for the sole use of any single Customer.
“Software” means the software to be licensed to the Customer as specified in an Order or Schedule together with any embedded software and necessary for the use of the Cretronix Equipment.
“User” means any person who is permitted by the Customer to use or access a Service or Product.
In these Terms and Conditions, headings and bold type are for convenience only and do not affect the interpretation thereof unless the context otherwise requires, words importing the singular include the plural and vice-versa, and the term “includes” is not a word of limitation.
B. Order of Precedence
In the event of a conflict among the documents constituting an Agreement between you and Cretronix, the order of precedence shall be as follows, in decreasing order
- these General Terms and Conditions;
- the Order(s); and
- the Schedules to these General Terms and Conditions.
The Agreement between Cretronix and the Customer is effective when an Order from the Customer is accepted by Cretronix and shall continue until terminated in accordance with the terms of the Agreement.
3.1 Cretronix shall provide the Products and Services to the Customer in accordance with the Agreement.
3.2 Cretronix shall provide each Service from the OSD for the duration as set out in the Order.
3.3 Cretronix shall use reasonable endeavors to meet any performance dates or service levels specified in this Agreement but, unless otherwise expressly agreed within a Schedule, all timescales shall be estimates only.
3.4 Cretronix shall comply with all reasonable health and safety rules and regulations and security requirements that apply at a Site that have been notified to Cretronix in writing. Cretronix shall not be liable if, as a result of any such compliance, it is in breach of any of its obligations under this Agreement.
3.5 Cretronix shall not be responsible for any delay in or failure of the Service due to any occurrence beyond Cretronix reasonable control.
3.6 Cretronix gives no warranty and accepts no responsibility in relation to any information of third parties accessed by Customer by means of the Service.
3.7 Cretronix makes no warranty, express or implied, relating to the fitness for purpose or quality of the Goods or Services.
3.8 Cretronix shall not be responsible for the installation of equipment necessary to provide the Service or for any cabling other than equipment purchased from Cretronix under a managed service agreement.
3.9 Cretronix shall maintain the Service and provide the Customer and its Users such as support, training, instructional material (where requested by the Customer) at Cretronix then current prices for such support services
The Customer’s Obligations
4.1 If Cretronix must change a Product or Service due to incomplete or inaccurate information provided by the Customer, Cretronix may, in its reasonable discretion, apply additional one-time and/or recurring Charges.
4.2 The Customer will comply with Cretronix reasonable requests that are necessary for reasons of health and safety, environment, sustainability, security or quality or performance of any Products and/or Services.
4.3 The Customer will, upon reasonable notice from Cretronix, allow Cretronix access to the Sites as may be reasonably necessary for the performance by HTL of its obligations under this Agreement, including the installation or maintenance of Cretronix Equipment or Products and the recovery or removal of any Cretronix Equipment.
4.4 If Cretronix is required to install any Cretronix Equipment or Products at a Site, the Customer will, prior to installation and at its own expense:
- permit access to Cretronix to the relevant Site as may be required by Cretronix to install the Cretronix Equipment or Products;
- provide a suitable and safe working environment, including all necessary trunking, conduits and cable trays, in accordance with the relevant installation standards;
- provide any electricity and telecommunication connection points required by Cretronix;
- provide any openings in buildings required to connect such Cretronix Equipment or Products to appropriate telecommunications facilities;
- provide internal cabling between the Cretronix Equipment and any Customer Equipment, as appropriate;
- take up or remove any fitted or fixed floor coverings, ceiling tiles and partition covers in time to allow Cretronix to undertake any necessary installation or maintenance Services and carry out afterwards any work that may be required to make good any cosmetic damage caused during the installation or maintenance Services; and
- ensure that any floor loading limits will not be exceeded.
4.5 If the Customer delays or fails to perform its obligations under this clause 4, then at Cretronix option, Cretronix may: (i) change the delivery date or cancel the relevant Order(s) and charge the Customer for any applicable termination Charges; or (ii) invoice the Customer for any reasonable Charges incurred for any work that is performed by Cretronix on behalf of the Customer and that is directly attributable to the Customer’s failure to perform or delay where such work is necessary to provide the Products and/or the Services. Except in the case of an emergency, Cretronix shall seek to notify the Customer in advance of its intention to invoke this clause.
4.6 The Customer agrees to pay for loss or damage to Cretronix Equipment used in providing the Service which is caused by Customer’s negligent acts or omissions.
4.7 The Customer shall ensure that all Users:
- use the Service strictly in accordance with the Acceptable Use Policy; and
- do not use the Service for unlawful purposes or any purpose for which the Service was not designed including unauthorized use, obtaining or attempting to obtain service by rearranging, tampering with or making connection with any facilities of Cretronix or by any deception, scheme, false representation or false credit device, or by or through any other fraudulent means or devices whatsoever.
4.8 The Customer is responsible for and shall indemnify, keep indemnified and hold Cretronix harmless from and against all losses, liability, damage and expense, (including reasonable legal fees), which Cretronix incurs or suffers as a consequence of any direct or indirect breach or any negligent performance of the Agreement by the Customer (any of its employees, agents, sub-contractors or Users).
4.9 The Customer will be responsible for the content of any transmission over the Service and the connection of any non Cretronix Equipment to the Service.
4.10 The Customer shall keep confidential all Cretronix software used by it or by its Users, and shall not examine, copy, alter, “reverse engineer”, decompile, discover the source code to, tamper with, or otherwise misuse such software.
4.11 The Customer’s right to use the Service is personal to the Customer and its Users. The Customer is prohibited to sell, assign, sublicense or grant a security interest in or otherwise transfer any right in Cretronix software. This Agreement does not grant the Customer any rights of use or ownership of any Cretronix Equipment.
4.12 The Customer shall comply at all times with all relevant statutory and licensing obligations in connection with accessing and using the Service.
4.13 Where Cretronix are required to provide a Service at the Customer’s premises, the Customer shall provide a suitable environment for any equipment necessary to provide the Service. The Customer agrees to permit reasonable access to Cretronix employees, agents or contractors onto its premises whenever necessary for purposes of installation or repair of Cretronix Equipment necessary to provide the Service.
4.14 The Customer shall regularly monitor the e-mail account it has specified for communications from Cretronix in relation to the Service.
4.15 For the avoidance of doubt, it is the Customer’s responsibility to carry out all necessary computer virus precautions. Cretronix shall bear no liability for computer viruses or losses arising from computer viruses.
4.16 It is the responsibility of the Customer to keep independent backup files of important data. Cretronix shall bear no liability for any loss incurred from the Customer’s failure to backup any files.
4.17 Cretronix does not warrant the integrity of the Customer’s data. Cretronix does not warrant that the Customer’s data shall be stored free from corruption. The Customer accepts full responsibility and liability in relation to its data.
4.18 If seeking domain name registration, the Customer shall be responsible for ensuring that the domain has not been registered by another person, entity or organization, shall comply with all relevant eNom, Nominet and Europe Registry terms and condition, or the relevant terms and conditions of any other relevant register and shall comply with all relevant terms and conditions of any relevant certification authority.
4.19 The Customer agrees not to exceed the fixed volume of Bandwidth (measured in average Mbps over a month) set out in the Order. Any bandwidth used in excess of that stated in the Order shall be charged at £50 per Mbps, in any monthly period. Cretronix reserves the right to cap the bandwidth and/or terminate the Agreement in accordance with clause if the Customer continually uses excess bandwidth.
5.1 Unless otherwise stated in a Schedule or Order, the Customer may cancel the delivery of Products or provision of Services before the relevant OSD on payment of any cancellation charges set out in the applicable Schedule or Order or, if none are specified, as reasonably imposed by Cretronix. The Customer cannot cancel the delivery of any Products or Services that have been ordered or shipped from a third party manufacturer or service provider unless otherwise agreed with that third party manufacturer.
5.2 Cretronix may accept instructions from a person who Cretronix reasonably believes is acting with the Customer’s authority.
6.1 The Customer shall pay all Charges for the Products and Services within thirty (30) days of the date of Cretronix invoice, without any set-off, counterclaim or deduction. Where applicable, Cretronix may set-off any amounts it owes to the Customer against any amounts owed by the Customer to Cretronix under this Agreement. Cretronix may, in its discretion, add interest charges, from the due date, to any past due amounts at a per annum rate of seven (7) percentage points above the base lending rate of HSBC, compounded daily.
6.2 Cretronix will invoice and the Customer will pay all Charges in Sterling, unless provided otherwise in a Schedule or Order.
6.3 The Customer will promptly, but in no event later than fourteen (14) days from the date of invoice, notify Cretronix in writing of any disputed invoice, together with all information relevant to the dispute. The Customer must pay all undisputed amounts in accordance with Clause 6.2 unless the disputed amount is less than 5% of the total invoice amount in which case the total invoice amount shall be due and payable by the due date. Disputes shall be resolved promptly and any resolved amount payable within fourteen (14) Business Days after resolution.
6.4 Failure to pay an invoice (other than those amounts subject to a bona fide dispute in accordance with clause 6.3) by the Customer within 30 days of the due date of the invoice may, at Cretronix option, be treated as a material breach under clause
Additionally, Cretronix reserves the right to:
- restrict, suspend or terminate provision of the relevant Service and Cretronix shall be released from its obligations under this Agreement with respect to such Service until any balance due is paid; and
- recover any Cretronix Equipment; where such recovery takes place, the Customer shall pay to Cretronix such recovery Charges as may be specified in the applicable Schedule or as otherwise notified by Cretronix to the Customer.
The Service, Service Level Agreement and Suspension of Service
7.1 Cretronix reserves the right to modify the Terms and Conditions or Service description in order to improve the quality or effectiveness of the Service without the prior agreement of the Customer. Cretronix shall use its commercially reasonable endeavors to notify the Customer of any changes to be made at least 30 days in advance.
7.2 The Service Level Agreement set out in Schedule 7 to these Terms and Conditions shall apply to each of the Services (except connectivity which is subject to its own service level agreement).
7.3 The Customer shall comply with the Acceptable Use Policy set out in Schedule 8 of these Terms and Conditions (as amended by Cretronix from time to time). The Customer shall be responsible for ensuring compliance with the current version of the AUP. The Customer agrees that Cretronix may modify the Acceptable Use Policy unilaterally and without prior notification.
7.4 The obligations of Cretronix under this Agreement are solely to the Customer and not to any third party. The Customer may use the Service for the Customer’s own business purposes, provided that the Customer: (a) shall remain responsible for: (i) access and use of the Service by Users; (ii) all Charges incurred in connection with the Services; and (iii) compliance with this Agreement by the Customer and Users; and (b) ensures that the Customer’s list of Users is kept current.
7.5 Cretronix reserves the right to suspend all or part of the Service if it becomes aware of any actual or potential breach of its Acceptable Use Policy by the Customer or other User. If the Customer fails to remedy any breach within 10 days after written notice then Cretronix reserves the right to terminate this Agreement in accordance with the provisions in clause 6.
7.6 Cretronix reserves the right to suspend all or part of the Service if the provision of the Service might expose Cretronix to criminal or civil liability of any kind.
7.7 Cretronix shall only restore the Service to full operation if, on the information provided to it in relation to the reason for the suspension of the Service, it in good faith reasonably judges that there is no risk of the restoration of the Service exposing it to criminal or civil liability of any kind and/or its Acceptable Use Policy is fully complied with.
7.8 Cretronix reserves the right to suspend all or part of the Service if payment is not received within 45 days of the date of a valid invoice, and such service will only be resumed, and then entirely at Cretronix discretion, if all monies outstanding have been received by Cretronix. This clause is without prejudice to Cretronix right to terminate in any event the agreement in accordance with clause 6.
7.9 During any period of suspension the Customer agrees to continue to pay and to remain liable for all charges pursuant to the terms of this Agreement and the Order.
Connection of Customer Equipment to the Products and/or Services
The Customer is responsible for the provision, installation, configuration, monitoring and maintenance of any Customer Equipment connected to the Service or used in connection with a Product. The Customer shall ensure that any Customer Equipment connected to or used with the Product and/or Service is connected and used in accordance with any instructions and safety procedures applicable to the use of that Customer Equipment.
The Customer shall ensure that any Customer Equipment attached (directly or indirectly) to the Product and/or Service by the Customer is technically compatible with the Service and approved for that purpose under any applicable law or regulation. Cretronix does not make any commitment with respect to the interoperability between the Product and/or Service and Customer Equipment. In the case of Products sold for the purpose of the Customer’s use with the Service, the Customer may rely upon Cretronix representations as to such compatibility and compliance, as of the date of provision.
Cretronix Equipment and Products
9.1 Risk of loss of the Cretronix Equipment and Products will pass to the Customer upon delivery whether or not the Cretronix Equipment or Products have been installed. Title to Products shall pass to the Customer upon payment of the applicable Charges.
9.2 The Customer will not move, add to, modify or in any way interfere with the Cretronix Equipment, nor permit any other person (other than a person authorized by Cretronix) to do so.
Confidentiality and Non-Solicitation of Cretronix personnel
10.1 Each Party (“Recipient”) shall keep in confidence all Confidential Information of the other Party (“Discloser”) obtained under or in connection with this Agreement and will not disclose it other than in confidence to (a) the Recipient’s employees or employees of the Recipient’s Affiliates; or (b) the Recipient’s professional advisors; or (c) where the Recipient is Cretronix, employees of Cretronix subcontractors, in each case only to those who have a need to know such Confidential Information and to the extent necessary for performance of this Agreement or the use of the Services and/or Products.
10.2 This Clause 10 shall not apply to information that is: (a) in the public domain other than in breach of this Agreement; (b) in the possession of the Recipient before such divulgence has taken place; (c) obtained from a third party who is free to divulge the same; or (d) developed by the receiving party independently of and without access to Confidential Information obtained under this Agreement.
10.3 Neither party shall be in breach of this Clause 10 if it discloses the other party’s Confidential Information in circumstances where such disclosure is required by law, regulation or order of a competent authority, provided that the other party is given reasonable advance notice of the intended disclosure and a reasonable opportunity to challenge the same.
10.4 Each party shall indemnify the other from and against all losses, damages, costs, liabilities and expenses (including legal expenses) arising out of or in connection with the other party’s or a connected party’s breach of this Clause 10.
10.5 Neither the Customer (which for the purposes of this clause shall include any company or other entity within the Customer’s group or sharing the Customer’s office space) shall either on its own behalf or with, through, for or on behalf of any other person, firm, company or organization solicit or entice or endeavor to solicit or entice any employee, sub-contractor or engineer of Cretronix with whom the Customer has dealt in the period of 12 months prior to the commencement of the Term, for the duration of the Term and for 24 months after termination of the Agreement.
10.6 The terms of, and obligations imposed by this Clause 10 shall survive the termination of the Agreement for any reason.
Intellectual Property Rights (IPR)
11.1 All IPR of either Party either pre-existing or created by either Party during or arising from the performance of this Agreement shall remain the absolute property of that Party or its licensors.
11.2 Without prejudice to any open source software license terms, which terms shall apply independent of this license grant Cretronix grants the Customer a non-transferable and non-exclusive license to use in object code form, all Software and associated documentation that may be supplied by Cretronix, subject to the Customer’s compliance with the Agreement, any third party terms and conditions that apply to the use of the Software, and associated documentation, solely as necessary for receipt or use of the Products or Services.
11.3 The Customer undertakes not to copy, decompile or modify or reverse engineer any Software or knowingly allow or permit anyone else to do so, except as expressly permitted by Cretronix in writing or otherwise provided at law.
11.4 For the avoidance of doubt, Cretronix shall remain the sole owner of and retain all right, title and interest in any Service, technical information and/or IPR provided to you hereunder, including, without limitation, all trademark, trade names, service marks, copyrights, computer programs, general utility programs, software, methodology, databases, specifications, systems designs, applications, enhancements, documentation, manuals, know-how, formulas, hardware, audio/visual equipment, tools, libraries, discoveries, inventions, techniques, writings, designs and other IPR either used or developed by Cretronix or its agents in connection with the provision of Service hereunder (“Cretronix Technology”). Any Cretronix Technology will not be work for hire. In return for payment of all fees and charges, Cretronix grants to you a royalty free, non-exclusive, non-transferable, non-assignable license to use any IPR provided with the Service hereunder. Cretronix shall be free to provide similar IPR to other parties and shall retain the right to unrestricted use of any data, any and all related concepts, know-how, techniques or IPR either acquired or developed as a result of the Agreement.
Term and Termination
12.1 The Agreement shall continue for the Minimum Period of Service unless it is terminated by either party giving ninety days written notice to the other party, provided always that such notice shall not expire prior to the last day of the Minimum Period of Service. If neither party gives notice to the other, then the Agreement shall continue in full force and effect beyond the Minimum Period of Service for successive periods of twelve months each only terminable upon a minimum of 90 days’ notice such notice not to expire before the last day of a twelve month period.
12.2 Unless otherwise specified in a Schedule or Order, either Party may terminate any Service or Order at any time after the Minimum Period of Service by giving ninety (90) days’ written notice to the other; provided that where the Customer exercises its rights under this Clause 12.2, the Customer shall be immediately liable for any outstanding Charges for Products or Services received and any applicable termination compensation as set out in the applicable Schedule or Order.
Termination of any individual Service or Order will not affect the Parties’ rights and obligations with regard to any other Service or Order.
12.3 Either Party may immediately by notice terminate any affected Orders if one of the following events occurs:
- the other Party commits a material breach and has failed to rectify the breach within thirty (30) days after the terminating Party has given its notice of default;
- an event set out in Clause 14 prevents the performance of the whole or a substantial part of the other Party’s obligations in relation to that Service or Product for a continuous period of thirty (30) days after the date on which it should have been performed.
12.4 A party may immediately by notice terminate this Agreement if the other Party is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors, or if any of its assets are the subject of any form of seizure, or goes into liquidation, either voluntary (otherwise than for reconstruction or amalgamation) or compulsory or if a receiver or examiner is appointed over its assets (or the equivalent of any such event in the jurisdiction of such other Party).
12.5 Upon termination of the Agreement for any reason other than for cause, all Orders that have been executed prior to the date of termination shall remain unaffected and continue in full force and effect until termination or expiry of each Order in accordance with the terms of that Order and the terms of this Agreement shall continue to apply to that Order.
12.6 In the event of default which include failure by Customer to pay any amounts; or failure by either party to cure any breach of a term or condition in this Agreement within 10 days after written notice; or if an interim order is made, or a voluntary arrangement approved, or if a petition for a bankruptcy order is presented, or a bankruptcy order is made by either Party, or a voluntary arrangement is approved or an administration order is made, or a receiver or administrative receiver is appointed of any of either Party’s assets or undertaking or a resolution or petition to wind up either Party is passed or presented (otherwise than for the purposes of reconstruction or amalgamation); or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order, the other party shall be entitled to terminate this Agreement without further liability, except that the Customer agrees to pay for all sums due both up to the time of such termination and for all sums due for the remainder of the Minimum Period of Service.
Limitation of Liability
13.1 Neither Party excludes or restricts in any way its liability for death or personal injury resulting from its own negligence or the negligence of its employees or agents acting in the course of their employment or agency or for fraudulent misrepresentation.
13.2 Subject to Clause 13.1, neither Party shall be liable to the other, whether in contract, tort, under statute or otherwise howsoever arising under or in connection with this Agreement (including in each case negligence): (a) any loss of profits, business, goodwill (including pecuniary losses arising from loss of goodwill), or revenue; (b) any loss or corruption or destruction of data; (c) any special, indirect or consequential loss or damage whatsoever; and/or (d) any loss arising from the transmission of viruses, in all cases set out in this Clause 13.2, whether or not that Party was advised in advance of the possibility of such loss or damage.
13.3 Subject to any other limitations of liability that are set out in the relevant Schedule, if a Party is in breach of any obligations under this Agreement, or if any other liability however arising, whether deliberate or unintentional (including liability for negligence or breach of statutory duty) arises in connection with this Agreement, then, subject to Clauses 13.1 and 13.2, such Party’s liability to the other Party shall be limited to the annual Charges payable under the Agreement.
Neither Party shall be liable for failure or delay in the performance of its obligations caused by or resulting from force majeure including events that are unpredictable, unforeseeable or irresistible, such as any extremely severe weather, flood, landslide, earthquake, storm, lightning, fire, subsidence, epidemic, acts of terrorism, biological warfare, outbreak of military hostilities (whether or not war is declared), riot, explosions, strikes or other labour unrest, civil disturbance, sabotage, expropriation by governmental authorities and any other act or any event that is outside the reasonable control of the concerned Party.
The Parties will use all reasonable efforts to amicably resolve any dispute. The Parties will, at a minimum, use the following procedure in the event a dispute arises with respect to any aspect of this Agreement. Upon written notification by one Party to the other that a dispute exists, working level managers of the respective Parties will attempt in good faith to work out a resolution within thirty (30) days following the day of written notification of a dispute. If an agreement cannot be reached by the end of this period, the Parties shall prepare a document containing information that is designed to assist resolution of the dispute containing what has been agreed and what remains in dispute between them. No later than two weeks thereafter, or at some other time as mutually agreed by the Parties, representatives of the Parties at Senior level shall meet to further attempt to resolve the matter or to agree on a course of action to resolve the matter. Such course of action may include use of formal dispute resolution processes, including but not limited to non-binding mediation or binding or non-binding arbitration. In the event that the Parties are unable to resolve the matter or agree on a course of action at this executive level within thirty (30) days, either Party shall have the right to pursue legal or equitable remedies as it sees fit. Nothing contained herein shall preclude either Party from seeking equitable relief at any time in a court having jurisdiction under the terms of this Agreement in the event that a risk of imminent harm to that Party exists and no appropriate remedy for such harm exists under the Agreement.
Except for notices given in accordance with Clause 4.5, all notices given under this Agreement shall be in writing and in English, unless the Parties agree otherwise or local law and regulations provide otherwise, and shall be sent by registered post, facsimile or by electronic mail to the other Party at the address, fax number or email address set out in these General Terms and Conditions, or any other address notified from time to time including as updated on an Order.
17.1 Either Party reserves the right to assign all or part of this Agreement at any time to any Affiliate, subject to providing the other Party prior written notice of such assignment. Any assignment to a party other than an Affiliate requires the prior written agreement of the other Party.
17.2 This Agreement will be binding on, and inure to the benefit of, the Parties and their successors and permitted assigns.
17.3 Cretronix may subcontract the performance of any of its obligations under this Agreement, but without relieving Cretronix from any of its obligations to the Customer. The Customer agrees and understands that it may need to interact directly with such Party for ordering, provisioning or maintaining the Products or Service as directed by Cretronix.
Governing Law and Jurisdiction
This Agreement and any claims or disputes arising out of, relating to or in connection with it, shall be governed by the laws of England and Wales. The Courts of England and Wales shall have exclusive jurisdiction to determine any dispute arising out of or in connection with this Agreement to which the Parties irrevocably submit.
19.1 Capacity: Each Party warrants that it has the necessary rights, licenses and permissions to enter into and perform its obligations under this Agreement.
19.2 No Waiver: Except as otherwise specifically provided in this Agreement, no failure to exercise, or delay in exercising, any right, power or privilege set out in this Agreement will operate as a waiver of any right, power or privilege.
19.3 Severance: If any provision of this Agreement is held to be invalid or unenforceable, it will be severed from this Agreement, the remaining provisions will remain in full force and effect, and the Parties will use reasonable endeavors to promptly negotiate a replacement in good faith.
19.4 Survival of Obligations: The Parties’ rights and obligations, whose nature is such that they should continue beyond the termination of this Agreement, shall survive termination of this Agreement.
19.5 Entire Agreement: This Agreement supersedes all prior oral or written understandings and/or representations between the Parties (unless specifically incorporated into this Agreement) and constitutes the entire agreement with respect to its subject matter.
19.6 Amendment: This Agreement may not be amended, modified or supplemented except by a document in writing signed by authorized representatives of both Parties. The Parties to an Order may amend, modify or supplement the terms of that Order by a document in writing executed by authorized representatives of both Parties to that Order, or by using an electronic ordering system.
- Schedule 1 – Cretronix Support Services
- Schedule 2 – Shared and Dedicated Hosting Services
- Schedule 3 – Co-Located Services
- Schedule 4 – Online Backup
- Schedule 5 – Business VoIP Terms and Conditions
- Schedule 6 – Serviced Cloud Hosted Desktop
- Schedule 7 – Service Level Agreement
- Schedule 8 – Acceptable Use Policy
Schedule 1 – Cretronix Support Services
Dedicated IT Support
1. HTL shall provide the following as part of the Services:
- a dedicated engineer to act as the Customer’s IT support;
- email address and phone numbers for the dedicated IT engineer; and/or
- access to the Cretronix support desk in the absence of the dedicated IT engineer.
2. You are provided with a dedicated engineer to act as your IT Specialist and contact details including email address and phone numbers. In the event they are unavailable you have full access to our support desk which can handle your query.
3. During Office Hours the support desk guarantees to respond to your call within an hour, and in the event or a critical support issue will have an engineer on site within the time stipulated on your contract. (Guaranteed On Site Response).
4. Call out charge is determined by the distance an engineer travels. The head office named on the contract will receive a fixed price for call out specified on the contract (Call Out Charge), whilst any other premises that require cover can be calculated on an ad hoc basis. In this way the Techplan covers any site, e.g. Directors’ Homes, Remote Offices etc. Should you allow us to have Remote Access to your systems we can remedy 90% of system faults without visiting your site. No call out charges apply to remote work.
5. All hardware and parts are charged at a discounted rate comparable to any deal you can get online or elsewhere. If it is hardware purchased from Cretronix the warranty replacement of the hardware will be arranged free of charge although (if the warranty stipulates it) this can often involve the client paying shipping costs.
6. Your Cretronix Techplan entitles you to a discounted labour rate included in your Techplan Contract. If you have credit remaining in the account, it cannot be rolled over to the next month. All Labor is charged in 15 minute intervals.
1. During the hours of 9am and 5 pm Monday to Friday excluding public holidays in the United Kingdom (“Office Hours”) the support desk guarantees to respond to a call from the Customer within one hour. In the event that a Critical issue arises, Cretronix will ensure that an engineer is on site at the Customer’s premises within the time stated in the Order (“Guaranteed Response Time“). The Services shall only be provided during Office Hours.
2. The Customer agrees that site visits to the Customer’s head office (stated on the Order) will be charged at the fixed price stated in the Order (“the Call-Out Charge”), and that visits to any other locations (including for example directors’ homes and other offices) will be charged at Cretronix discretion.
where Cretronix is permitted to resolve a system fault remotely, no Call-Out Charge shall apply.
1. The Customer acknowledges that by entering into this Agreement, the Customer is entitled to a discounted labor rate as set out in the Order. If for example the Customer has a £100 monthly subscription, with a labor rate of £100 an hour, as soon as practically possible after the Customer has received one hour of support, Cretronix shall notify the Customer by e mail. Cretronix shall invoice the Customer for all additional support in excess of that stated in the Order, at the labor rate set out in the Order.
2. The Customer agrees that:
- if there is any credit remaining in the account at the end of any given month it cannot be rolled over to the next month; and
- all labor will be charged in 15 minute intervals.
- Out of hours labor rates are charged at 1.6 times the normal labor rate, and are applied when outside of normal Office Hours.
3. For the avoidance of doubt, unless rates have been agreed otherwise, our default labor rates are £120 an hour for engineering work and £60 an hour for web design.
Storage of Data
- The Customer agrees that Cretronix will retain certain critical information relating to the Customer’s infrastructure, which Cretronix shall hold in accordance with the Data Protection Act 1998.
- Upon the termination of this Agreement all Customer data held by Cretronix shall be deleted.
- Unless specified separately in writing and signed by an authorized officer of Cretronix, Cretronix shall not be responsible for holding management information of any kind regarding the Customer’s IT systems, including, but not restricted to, usernames and passwords, network structure, licensing or audit information, third party contracts, or company policies and procedures. Cretronix recommends that the Customer implements a system to maintain up to date files containing this information.
The Support Services
- Cretronix may advise the Customer as to the necessity for the replacement or maintenance of any third-party item(s) or any part thereof that HTL advise may interfere with the Customer’s system. The Customer agrees that Cretronix shall not be liable or any consequence howsoever arising from the Customer’s failure to accept such advice.
- Cretronix recommends that a complete health check takes place at least once a month to ensure a stable and healthy IT system. The Customer shall request that the health check be done as part of the pre-scheduled maintenance service or as a separate call out. The contents of the health check may change from time to time as determined by Cretronix technical team. The Customer acknowledges that the amount of time required to perform the health check will vary depending on size and complexity of the Customer’s systems and time estimates are available on request.
- Cretronix shall not be liable for any consequence howsoever arising from failure to accept advice given following a health check of the Customer’s IT system.
- Cretronix shall not be liable to maintain or provide ongoing Services in respect of the Customer’s IT system unless otherwise stated in the Order.
- Cretronix shall use all reasonable endeavor’s to undertake the Services remotely from its offices and the Customer agrees to carry out Cretronix reasonable instructions to enable this to be done.
Payment of Fees and Charges
- The Customer agrees that where the Order specifies a monthly minimum commitment fee:
- the monthly minimum commitment fee represents the minimum amount that the Customer will be liable to pay in any given month;
- the cost of providing Services under the Agreement will be offset against this amount according to the rates specified in the Order; and
- any other services supplied by Cretronix outside the scope of this Agreement, including the supply of third-party services or products, will be charged in addition to the monthly minimum commitment fee.
- Cretronix recommend that monthly minimum commitment fees are paid by the Customer by direct debit either on or before the due date stated in the invoice.
- If an invoice is not paid in accordance with clause 6 of the Terms and Conditions, and this paragraph G, Cretronix shall be entitled to suspend the Services until payment is made. Where Cretronix continue to provide the Services these shall be charged at the default rate of £120 an hour with a £100 call out charge.
- The Customer agrees that when working at the Customer’s premises, an Cretronix engineer shall be entitled to a thirty minute break for every four hours worked. The cost of this will be payable by the Customer at the applicable rate.
- The Customer agrees that where the Order specifies a monthly minimum commitment fee:
Schedule 2 – Shared and Dedicated Hosting Services
The provisions of this Schedule shall apply where the Customer is taking Services consisting of hosting Customer data on both shared and dedicated servers
PART A: SHARED SERVERS
- Cretronix shall provide a shared webspace with ftp access. Shared servers will be configured with a standard set of software to which the Customer will not have access.
- The Customer agrees that if its website affects other clients on the same server Cretronix has the right to turn the Customer’s website off until the matter has been resolved to the reasonable satisfaction of Cretronix. If the matter is not resolved with a period of 7 days, Cretronix reserves the right to terminate this Agreement in accordance with clause 12.
- Cretronix reserves the right to vary the Service level at anytime. Any such variations will not be such as to reduce the overall standard of Service.
- Cretronix reserves the right to remove material it deems inappropriate (at its sole discretion), from the Customer’s web pages, without prior notice, including without limitation Adult, Warez and Illegal MP3.
- The Customer agrees not to exceed the fixed volume of Bandwidth (measured in average Mbps over a month) set out in the Order. Any bandwidth used in excess of that stated in the Order shall be charged at £50 per Mbps, in any monthly period. Cretronix reserves the right to cap the bandwidth and/or terminate the Agreement in accordance with clause 12 if the Customer continually uses excess bandwidth.
- The Customer agrees that if the Customer’s account is closed for any reason all files will be deleted by Cretronix and will not be recoverable.
- The Customer shall keep its website secure and patched with latest software, and shall ensure that all necessary back up is undertaken on a regular basis in accordance with good industry practice.
PART B: Dedicated Servers
The provisions of Part B of this Schedule 1 shall apply where the Customer is taking Services consisting of hosting Customer data on one or more dedicated servers.
Cretronix shall provide the system (including the operating system) as specified in the Order. The Customer shall be responsible for operating and maintaining the server but Cretronix shall ensure connectivity and power to the server. Cretronix shall restore the server back to its default state within 48 hours of being requested to do so.
Schedule 3 – Co-Located Services
The provisions of Schedule 3 shall apply where the Customer is taking Co-located Services. Where the Customer is taking Co-located Services the Customer agrees that:
Service Description The power, space and networking requirement shall be as set out in the Order.
- The Customer Equipment shall be at your risk at all times and you shall be responsible for insuring the Equipment against all risks. You shall also effect and maintain insurance for public liability, material damage and business interruption cover from the Commencement Date until such date as is necessary to ensure that insurance is provided for all of your liabilities arising under this Agreement and which would usually be covered under such policies irrespective of when any claim in relation to any such liability is made. Such insurance shall be maintained with a reputable insurer and will include a waiver of subrogation in favor of us and/or the data centre operator and you shall produce on demand for inspection by us and/or the data centre operator adequate proof of such insurance.
- You shall provide all necessary access to Equipment, information, facilities and authorization’s necessary to enable us to fulfil our obligations under the agreement where appropriate and shall provide such cooperation as we may reasonably require in connection with the Colocation Services.
- You shall provide us with all relevant user manuals, software and access code(s) and other documentation necessary for us to provide the Colocation Services.
- You shall not be permitted to connect any of the Equipment to, or disconnect any of it from, the System in any of our Colocation Suites without, in each and every case, our prior written notice.
- You agree that you and your employees, sub-contractors and agents shall not examine or interfere with the System or any other equipment in any of our Colocation Suites.
- You agree that you will procure that in so far as a user or Third Party has access to or use of the Colocation Services, such user or Third Party will comply with all the terms and obligations under this Agreement, save for the obligations in relation to payment, as if such Third Party user was a party to this Agreement.
- You agree not to do any act or thing which shall be a breach of any lease, license or agreement, legislation (including but not limited to all relevant Health and Safety regulations), regulation or order or otherwise affecting the use of any of our Colocation Suites or provision of the Colocation Services and/or use of the Equipment and shall procure that all individuals at any of our Colocation Suites on your authority or at your invitation abide by all rules and regulations notified to you by us from time to time.
- You shall not be permitted to make any alteration or modification to any of our Colocation Suites, or any of the Racks, storage facilities, fixtures and fittings or any other facilities provided.
- You shall keep that part of any of our Colocation Suites at which the Equipment is located from time to time, clean and tidy and free from rubbish and other debris and refrain from obstructing any doors or access to that space at all times.
- You undertake that you will ensure that any Third Party has no rights at any of our Colocation Suites or against us or the data centre operator.
- You warrant and represent to us as follows:
- that you will act with all due care and skill when inside any of our Colocation Suites, working on the Equipment or otherwise performing your obligations under this Agreement;
- that any Equipment installed at any of our Colocation Suites shall at all times fully conform with the manufacturer’s specifications of the Equipment, the relevant standard or approval at that particular time and all other regulations that apply to it from time to time, including without limitation, those concerning safety and electromagnetic compatibility; and
- that the provision of any Colocation Services in the proper discharge of our obligations under this Agreement will not infringe any patents, trademarks, design rights (whether registrable or otherwise), copyright, database right, know-how and other similar rights or obligations (whether registrable or not) of any third party in any country.
- Removal of Customer Equipment is only permitted under the following conditions.
- Customer Equipment can only be removed from the datacentre with written permission from Cretronix.
- You agree to provide at least 72 hours notice to remove Customer Equipment.
- Removal of Customer Equipment from the Colocation Suite will be considered as a request by the client to Terminate the contract as per General Conditions Clause 8 Term and Terminations. In such an instance all remaining fees due to Cretronix for the remainder of the contract must be received by Cretronix before the Customer Equipment will be released from the Colocation Suite.
- Removal of Customer Equipment can only be done under the supervision of a Cretronix engineer whose time is charged at the prevailing labor rates.
- Upon Termination of the Contract
- Within 5 days of the end of the contract the client will remove their Customer Equipment.
- )Removal of Customer Equipment can only be done under the supervision of a Cretronix engineer whose time is charged at the prevailing labor rates.
- Failure to remove the equipment will result in Cretronix removing and destroying the Customer Equipment. All reasonable costs involved in that process will be billed to the customer.
- We shall permit you upon reasonable notice:
- where your Equipment is hosted in a Shared Rack, to be granted access to the Colocation Suite 24 hours a day 7 days a week, for the purpose of inspecting the Equipment and facilities provided; and
- where your Equipment is hosted in a Dedicated Rack to be granted access to the Colocation Suite 24 hours a day 7 days a week, for the purpose of carrying out any necessary maintenance and/or repair to the Equipment not covered by our service.
- In cases where emergency maintenance and/or repair work is necessary you shall give us as much notice as is possible under the circumstances (and you acknowledge and accept that immediate access may not be possible).
- You shall be allowed access to the Colocation Suite where your Equipment is hosted only under the supervision of a Cretronix engineer at all times, and strictly by appointment. Cretronix engineering time will be charged to the client at the prevailing rates. Where your Equipment is hosted in a data centre managed by us but operated by a third party (such as Level 3), you may access the data centre un-supervised when specific written consent is provided by us, and all of the data centre operators access procedures are followed. Unsupervised access is provided at our discretion.
- Customer maintenance within the cabinet is limited to the replacement of hot swappable parts and the replacement of parts that are designed for in-situ access with the equipment powered down. Extensive work that requires equipment to be dismantled should be done away from the cabinet in the designated repair area.
- While we try to ensure that authorized personnel behave responsibly on site, we cannot be held responsible for damage or service interruption caused by Appropriately Authorized personnel working in Shared Cabinets.
- We and/or the Datacentre operator reserve the right to refuse any person entry to any of our Colocation Suites if:
- he or she cannot demonstrate that he/she is Appropriately Authorized; or
- we and/or the Datacentre operator reasonably consider it inappropriate to allow the individual entry to any of our Colocation Suites for any reason (whether or not they are Appropriately Authorized); or
- any individual wishing to acquire access refuses to be searched and for any items (including data storage devices) to be properly checked.
- A person will only be “Appropriately Authorized” if we have had reasonable prior written notice from you stating that the person concerned is to be permitted access to the Equipment on your behalf together with the status of such person(s). Individuals authorized to access your equipment are identified by a list held by us drawn up at the point of sale. You acknowledge that it is your duty to notify us of Appropriately Authorized personnel, in good time and is required to notify us of any change to the list of Appropriately Authorized personnel in writing.
- Any individual may be asked for additional photo identification on arrival at the Datacentre. Failure to provide suitable identification may result in access to the Datacentre being denied.
Schedule 4 – Online Backup
The provisions of this Schedule 4 shall apply where the Customer requires the use of software to securely backup and retrieve its data on-line via an Online backup storage platform.
- The Customer will be provided with a username, password and encryption key to access the system. This encryption key will not be stored by the system. The Customer agrees that if it loses this log in information, the data cannot be recovered, and Cretronix shall bear no liability for any losses arising.
- Cretronix shall provide the licenses as specified in the Order, for example for Acronis, Veeam, Ahsay, Microsoft and Vmware Software which is provided ‘as is’.
- Cretronix shall provide the back end storage. The Customer agrees that storage is limited to the amount stated in the Order and shall be charged per usage.
- In the case of DRAAS Cretronix shall also provide the business continuity servers as specified in the Order.
- The Customer agrees that it is the Customer’s responsibility to configure and monitor the software.
- Any assistance required by the Customer to migrate or seed data, and/or to configure software shall be charged at Cretronix current rates.
- Cretronix liability in relation to the loss or destruction of the Customer’s data held within the on-line backup system is limited to the cost of the services for one-twelth of the annual cost to the Customer under the Agreement.
Schedule 5 – Business VoIP Terms and Conditions
Where the Customer is taking Business Voice Over IP Services the terms of this Schedule 5 shall apply.
- The Customer shall be responsible for providing its own access to the Internet in order to use this Service.
- The Customer shall keep all login data regarding its Cretronix account (passwords and SIP passwords) confidential and secure and shall not divulge such data to any third party.
- The Customer is responsible for all necessary and usual safeguards against the accidental and abusive use of the Services by third parties. If the Customer becomes aware of an unintentional or abusive use of Services, it shall inform Cretronix immediately. Failure to do so will result in the Customer being liable for all damages resulting from this delay.
- If the Service is affected or unavailable other than due to Cretronix fault the Customer will continue to be billed for the Service.
- The Customer agrees to pay the price per minute for calls as set out in the Order, or notified to it by Cretronix.
General Service Information
- The Customer shall inform Cretronix of its correct contact name and address, failure to do so will prevent Cretronix from registering the Customer with the emergency services and this feature being unavailable.
- The Customer shall not make any test calls to the emergency services to “see if it works”.
- Cretronix will port a number at the Customer’s request provided its reasonable costs of doing so are paid in advance.
- Cretronix will not be obliged to process a number porting request to another provider if the Customer has failed to pay any valid invoice in accordance with the terms of this Agreement.
- Cretronix charge per SIP Trunks per month, and make no charges for phone numbers . The Customer agrees that if it does not pay for its contracted VoIP services then we may return any VoIP numbers back to the public pool and the Customer may not be able to secure the same number(s) again its.
- The Customer agrees that phone numbers owned by the Customer can be ported to Cretronix network for a charge set up in the Order. If a number porting order fails because the information the Customer has provided is incorrect, then Cretronix will charge for the failure and charge again for the reattempt.
- Clients joining the Service after 1/1/15 will have free calls to UK Landlines starting 01 and 02. With this exception all Clients pay for their phone calls at the prevailing rates.
- The Customer agrees that:
- there is a minimum connection time of 1 minute;
- Clients using Cretronix hosted Phone system agree to the license terms of Free PBX; and
- Cretronix does not offer support for any onsite equipment that is connected to Cretronix VOIP Services.
Schedule 6 – Serviced Cloud Hosted Desktop
The provisions of this Schedule 6 shall apply where the Customer is taking Hosted Desktop and Hosted Exchange Services.
The Customer shall confirm to Cretronix that any third party software licensing are being complied with by hosting their software as part of the Hosted Desktop Service, and the Customer shall, upon request, provide written confirmation of such compliance including any license key(s) that may be required.
The Customer agrees that standard charges in accordance with the License Agreement will be applied for the set-up, testing and on-going hosting of the server(s) necessary to the web browser plug-in.
Once Cretronix has installed the service the Customer shall test the functionality and confirm to Cretronix that it is working correctly.
The Hosted Desktop Service
- Cretronix shall provide the following services to the Customer:
- Windows Remote Desktop Service license
- a license to use Microsoft Office Professional or MS Office Standard within the RDS environment;
- a documents storage area for each end user;
- access for User to the shared company storage area for saving and retrieving data, subject to folder permissions determined by the authorized administrators of the Customer;
- the hosting of and access to any Additional Applications (as defined herein) where the User is a member of the security group with permission to access the Additional Apps through their account; and
- the storage of each end customers data stored in each User’s documents storage area and on the company shared storage area.
- The Customer acknowledges that the licenses for third party software are subject to the usage rights granted by the relevant third party .
- In relation to the Hosted Desktop, FileCloud and Exchange Services, Cretronix will provide 30 days of email retention on the email server, and will use VSS to shadow copy files.
- The Customer agrees that for any additional back up, including backing up of live data, Clients are recommended to use Cretronix Online Backup Services or that of a compatible third party.
- The Customer agrees that:
- by using Cretronix software the Customer agrees to comply with all relevant manufacturers’ licenses;
- software supplied by a third party is not supported by Cretronix as part of the Services, and Cretronix assistance installing or maintaining such software is charged at prevailing rates;
- changes to the system will be charged at Cretronix prevailing rates;
- all maintenance of the system is included, as well as any system configuration to areas of the system to which the users do not have access; and
- there is a minimum of 5 users in the system.
Anti Virus services are deployed to protect against spam, phishing, virus and malware attacks. Anti-Virus and Anti-Malware services are deployed throughout the platform, updates are applied every six hours and nightly full scans are carried out. The principle of least access is applied at Network, OS and application level to limit the risk of infection or exploit gaining further access into the systems environment. Intrusion Detection Software (IDS) and Intrusion Prevention Software (IPS) is deployed at key points to detect malicious traffic and act as an independent watch guard to suspicious activity.
New Customer Set Up
The Customer agrees that during the set up process for new customers:
- the Customer data that it is to be imported into the Hosted Desktop service for a new Customer must be shipped by secure courier to Cretronix office;
- HTL will take custody and responsibility for the Customer data and will upload the data to the Service;
- the Customer Data will be imported as soon as reasonably practical and the time taken is dependent on the amount of data being imported. Cretronix aims to import all new Customer data within 96 hours of receipt but this objective may be affected by the volume of data or an alternative timeframe may be agreed with the Customer as part of a more detailed implementation plan;
- all customer media will be erased and destroyed unless specific arrangements are made by the Customer for its retention and collection; and
- if Cretronix spend more than forty (40) hours of one employee’s time to complete the set up process for a Customer, the Customer shall pay Cretronix all additional fees reasonably incurred by Cretronix, and notified to the Customer in writing The Customer shall pay such additional fees within 30 days of the date of an invoice.
- if requested to do so by the client, Serviced Cloud may work to configure and/or set up the client’s own equipment. For the avoidance of doubt the charges for all such work are not included as part of the setup of the Hosted Desktop Service. They fall within the terms of our “Support Services”.
- Data stored within the Service is the property of the Customer.
- Where this Service is terminated, all Customer data will be deleted from the Cretronix service infrastructure immediately following the cancellation notice period.
- The Customer may download data to their personal computer at any time as part of the Service. If the Customer requires Cretronix to make a copy of the data a fee of £100 per Gb is charged. The Customer must supply their own storage devices with USB connectivity.
- Cretronix takes no responsibility for the content of data uploaded to the Cretronix Service.
End Customer Data
- The Hosted Desktop Service includes end customer data which is defined as the end customer’s data which is either
- data stored by each end user in the end user’s documents folder,
- data saved under the Customer’s shared drive and
- application data stored on any server(s) set up for the Customer’s Apps.
- Data stored locally on an end user’s PC, laptop or other device (that is not therefore copied up to Cretronix service infrastructure) is not covered by this Agreement.
- Cretronix shall provide the following services to the Customer:
Schedule 7 – Service Level Agreement
- Scope and Interpretation
- 1.1 This SLA only applies to the Service to the extent that it is provided by means of systems and equipment that are either owned or operated by or on behalf of Cretronix. All references in this SLA to Network and Service Equipment shall be construed as references to such systems and equipment.
- 1.2 Where the whole or any part of any Service is provided by means of a Third Party System, Cretronix shall, to the extent that it is able to do so, pass on the benefit of any service levels to which it is entitled from that provider of that Third Party System in accordance with paragraph 1.3 but shall not otherwise be liable to meet the service levels set out in this SLA in respect of that Service (or the relevant part thereof).
- 1.3 Subject to paragraph 1.2, where:
- Cretronix is entitled to receive, and has received service credits or other compensation from the provider of a Third Party System as a result of any failure in that Third Party System, and;
- Where the relevant service is materially adversely affected by such failure, Cretronix shall pay or credit to the Customer such proportion of the service credits or compensation actually received from the provider of the Third Party System as the relevant CDR for that Service bears to the aggregate of the CDR’s of all services provided to customers of Cretronix which are so affected by the failure of that Third Party System provided that no such service credits or compensation shall exceed that which the Customer would have received under the standard service level agreement offered by the provider of the Third Party System for services equivalent to the Service.
- 1.4 Cretronix shall not be liable to pay to compensation under this SLA where its failure to meet any of its obligations under this SLA is a caused by:
- A Force Majeure Event;
- A failure in the Customer Equipment;
- A failure of any shared Service Equipment or Network caused by any act or omission of a third party connected to that shared Service Equipment or Network; or
- Any act or omission of the Customer or third party acting on its behalf.
- 1.5 The maximum monthly credit available under this SLA is limited to an amount equal to the Connection Charge for the Service plus the standard monthly Service Charge for that Service.
- 1.6 Credits or other compensation under this SLA shall only be payable where:-
- The Customer has submitted to Cretronix a claim in writing identifying the circumstances in which the Customer claims that the credit or compensation arose, and
- Cretronix has agreed in writing, acting reasonably and without undue delay, to that claim. All credits so payable shall be applied to the Customer’s next monthly bill for service following Cretronix agreement to the claim. All claims for credits or compensation must be submitted promptly, and in any event within 10 Business Days, after the circumstances giving rise to the claim.
- 1.7 The parties acknowledge that the compensation set out in this SLA represents a reasonable pre-estimate of the Customer’s loss. 1.8 Cretronix reserves the right to amend the SLA from time to time. If the amendment results in a material reduction in the service levels provided or the size or nature of the compensation payments Cretronix is liable to make, the Customer shall have the right to terminate the Service on 30 day’s notice.
- Provisioning of Services
- 2.1 Cretronix shall provide the Service by the Service Commencement Date set out in the Service Order. If Cretronix is unable to commence provisioning of the Service by the Service Commencement Date, it shall credit the Customer with 50% of the Connection Charge set out in the Service Order.
- 2.2 For every further Business Day that Cretronix is unable to commence provisioning of the Service, it shall credit the Customer with an additional 5% of the Connection Charge, up to a maximum of 99%.
- Network Service Availability
- 3.1 Cretronix Guarantees that the Service (for the avoidance of doubt provided only by Cretronix and no third parties) shall have 99% Availability.
- 3.2 If the Availability falls below 99% in any month, Cretronix will credit the Customer with one day of free service for each hour when the Service is not available, subject to the maximum of the standard monthly Service Charge for that Service.
- 3.3 Cretronix shall not be obliged to pay compensation in accordance with this Paragraph 3 where Availability falls below 99% because of routine or emergency maintenance on the Network or the Service Equipment pursuant to Paragraph 7.
- Network Speed of Transmission
- 4.1 The speed of transmission or network latency across the Network is as follows:
- An average of less than 20ms on the pan-European element of the companies’ network
- An average of less than 50ms on the trans-Atlantic link
- An average of less than 50ms on the North American element of the companies’ network
- 4.2 If Cretronix fails to meet these average times in any month it will credit the Customer with one day’s free Service.
- 4.3 At the end of each month Cretronix calculates the average latency of the Network, measured from each access router to which the Customer is connected to every other access router to which the Customer is connected.
- 4.1 The speed of transmission or network latency across the Network is as follows:
- Network Packet Loss Rate
- 5.1 The rate of packet loss on all links across the Network is < 0.1% (one packet in one thousand).
- 5.2 If the packet loss rate exceeds this in any one month Cretronix will credit the Customer with one day’s free Service.
- 5.3 At the end of each month Cretronix calculates the average packet loss of the Network during that month, as measured by the packet loss between each pair of access routers in the Network averaged over all such pairs.
- 5.4 Packet loss within the Network caused by congestion of the Customer’s access link or by traffic demand in excess of the Customer’s committed CDR will not give rise to any compensation payments.
- Fault handling
- 6.1 The Customer shall report all Faults in the Service to Cretronix on the support telephone number or such other number as Cretronix may notify to the Customer from time to time.
- 6.2 Cretronix shall raise a trouble ticket and issue a Fault reference number to the Customer and shall repair the fault within 4 hours. If Cretronix fails to repair a Fault within the relevant timescale, the Customer may claim the compensation set out in clause 1.5, 1.6, 1.7, 1.8.
- 6.3 Timing starts when a trouble ticket is raised and a Fault reference number is issued to the Customer.
- 6.4 The Customer may obtain updates on the status of alarms and Faults by calling the support telephone number or such other number as Cretronix may notify to the Customer from time to time.
- 6.5 Cretronix shall notify the Customer by telephone or e-mail when the Fault has been repaired and the Service has been successfully restored. The trouble ticket will then be closed.
- Network, Service and Hardware Equipment Maintenance
- 7.1 Cretronix may suspend the Service to carry out periodic maintenance or upgrade work on the Network or Service Equipment.
- 7.2 Except in the case of an emergency, Cretronix shall provide the Customer with 10 Business Day’s notice of any suspension of the 99% Service under Paragraph 3. If it fails to provide the appropriate notice, the Customer shall be entitled to a credit of one day’s free Service. The Customer notes and agrees that Clause 7.4 below is appropriate notice of the suspension of the Service under the terms of this Agreement.
- 7.3 As far as possible Cretronix shall endeavor to ensure that any disruption or interruption to the Service is kept to a minimum. Cretronix shall endeavor not to suspend the Service for planned maintenance or upgrade work more than 12 times in any calendar year and the Customer shall be entitled to one day’s free service for each additional Service suspension for such work. HTL shall endeavour to ensure that planned maintenance or upgrade work does not exceed a total of 24 hours in any calendar year and the Customer shall be entitled to a credit of one day’s free service for each additional hour of Service suspension for such work.
- 7.4 Cretronix may give notice to the Customer that periodic maintenance or upgrade work on the Network or Service Equipment shall occur between 12 a.m and 4 a.m every first Thursday of the month. The Parties agree that this planned suspension or diminution of the Service shall not be included in any calculation for compensation under Clause 7.3 above and will not be included as part of any service level calculations.
- 8.1 Cretronix will provide the Customer with monthly service performance and status reports should they be requested.
- 8.2 The items reported upon are:
- Order Status
- Traffic over preceding month
- Details of each fault, which has occurred
- Scope and Interpretation
Schedule 8 – Acceptable Use Policy
We have created this Acceptable Use Policy (AUP) to protect our resources, and the resources of our customers and peering networks in order to provide a high speed network, high availability services and to ensure that as an ISP, we comply with all relevant UK laws. This AUP must be read in conjunction with our Terms and Conditions.
It is the responsibility of all Cretronix clients to ensure that they comply with the latest edition of the AUP at any given time.
This AUP may be revised, without notice, at any time, at the sole discretion of Cretronix. Completion of the relevant application form, or connection to the service for the first time, is deemed to be an agreement to our Terms and Conditions and this AUP. In the event of a breach of this policy, Cretronix reserve the right to terminate all or part of any service with immediate effect, without recompense and delete any files held on our servers. If you have any questions about any of our policies, please contact [email protected]
Compliance with UK Law
It is an offence under UK law to transmit, receive or store certain types of files. You may not use our services to engage in activities, or store, transfer to receive material of an indecent, offensive or otherwise illegal nature. Any such activities may result in prosecution by the UK authorities under the relevant Criminal Acts including but not limited to the Computer Misuse Act 1990, the Telecommunications Act 1984, the Protection of Children Act 1978, the Criminal Justice Act 1988 and the Prevention of Harassment Act 1997.
It is also a criminal offence under UK law to knowingly infringe intellectual property rights, such as copyright, patents, database rights and registered trademarks. You are reminded that sharing copyright material through the use of peer to peer software may consequently constitute a criminal offence if done without permission of the right owner in question. Cretronix will cooperate with any agency or rights holder wishing to assert their rights in these matters and Cretronix reserve the right to withdraw service under such circumstances.
The Data Protection Act 1998 and the Data Protection Act 2004 impose numerous duties on users who process personal data relating to third parties. Failure to comply with many of these duties constitutes a criminal offence. Users who are not merely processing personal data for domestic (including recreational) reasons are reminded of their likely duty to register with the Information Commissioner. Under the Electronic Commerce (EC Directive) Regulations 2002, we, as an ISP, are in general not liable to any criminal or pecuniary penalty for any unlawful acts carried out using our service unless we have actual knowledge of those unlawful acts. Accordingly if we become aware of credible evidence that you have carried out any unlawful acts we will take preventative measures to bring those acts to an end.
Compliance with foreign law
The Internet is global in reach. Consequently it is possible for you to break the laws of foreign countries notwithstanding that you are based in the UK. You must take all reasonable steps to avoid breaching relevant foreign laws.
Security and privacy
Login names and passwords must be kept secret and not be communicated to any third party. Cretronix must be notified immediately if they are compromised. Please keep a note of your passwords. If you forget or lose any password, you will need to contact support to have it changed. Cretronix will not guarantee the security or confidentiality of any data transmitted over our network. Where security or confidentiality is required, the customer must provide their own end-to-end security mechanism.
You may not transfer or give out your connection details for others to use. You are responsible for all traffic that is sent from your connection. It is therefore your responsibility to ensure that all software on your side of the connection is virus-free and up-to-date with all relevant security patches. In particular, server software running on public-facing ports, such as mail servers and proxy servers, must not be remotely exploitable.
If we find malicious traffic emanating from your connection, we have an obligation to our other customers and peering networks to take urgent measures to block that traffic. In many cases, this can be achieved by selective port blocking, but in other cases, this will involve disconnecting and suspending the account until the issue has been resolved. We understand that in many cases, you may not be responsible for or aware of the problem, we will work with you to resolve the issue as efficiently as possible to restore normal service.
Users are responsible for any defamatory, confidential, secret or other proprietary material which is available on its web pages. Cretronix accepts no liability for such matters.
Messaging services covers any transaction involving software that transmits messages from one user to another, such as email, IRC, instant messaging or Usenet. Users may not abuse, or make physical threats against, another person via any type of messaging service, or any other electronic media/service we provide.
Users must abide by the policies of any messaging or IRC networks they use. We will co-operate with the administrators of such networks to identify abusive users and restrict their access. Users are reminded that harassment, threatening or slanderous behavior is prosecutable under UK law. Users may not forge the sender address of any messages to appear to be from someone they are not. e-mail Users may not use our services to send unsolicited commercial e-mail (UCE, also known as ‘Spam’). Cretronix will block the mail services of any customer found to be sending such mail. Users may not have “open mail relays”. Cretronix will close the relay or connection of any customer found with an open mail relay. Opt-in mailing lists are allowed, where it can be proved that subscribers did opt-in and that a suitable opt-out mechanism is available.
Prohibition on Spam
Cretronix has a zero tolerance policy on spam originating from any Customer or third party.
Cretronix reserves the right to charge the Customer its reasonable costs to investigate any complaint’s regarding spam.
Cretronix shall hold the Customer responsible for dealing with spam from or about their section of the network.
If Cretronix receive a complaint from a third party, Cretronix shall forward it to the Customer. If Cretronix do not receive a response indicating the complete resolution of the complaint within 24 hours, Cretronix may drop the section of IP space involved in the spam complaint until Cretronix is reasonably satisfied that the problem is resolved.
If Cretronix receive repeat complaints and it is clear that the problem has not been resolved, Cretronix may black hole the section of IP space involved in the spam complaint until Cretronix are reasonably satisfied that the problem is resolved.
Cretronix also reserves the right to drop the section of IP space involved in spam or Denial-of-Service complaints if it is clear that the offending activity is causing great harm to parties on the Internet, without notifying the Customer in advance. Where Cretronix takes such steps it shall notify the Customer as soon as reasonably practicable.
Cretronix reserve the right to cancel any message posted to a news group if it is deemed to be of an unsuitable nature.
Voice spam is also prohibited by Cretronix, and this includes “cold-calling”.
By uploading to a Cretronix web server, the Customer will be deemed to have accepted and agreed to the relevant Terms and Conditions of use. You will be responsible for the content of your site, including obtaining the legal permission for any works they include and ensuring that the contents of these pages do not violate UK law. Cretronix reserve the right, without notice or explanation, to remove material which does not comply with this AUP or our Terms and Conditions, such as material of an adult nature or pirated software.
Cretronix reserves the right to suspend any or all of a site, if it is deemed to be causing excessive load or traffic, is adversely affecting the performance of other sites on the server, or is being abused by an external entity. It is the customer’s responsibility to ensure that their scripts are not vulnerable to these problems. The customer agrees not to advertise their Website via unsolicited commercial e-mail. Cretronix reserve the right to suspend a site which has been ‘spamvertised’ at any time. Cretronix does not set hard quotas (a quota is the amount of Web space you have allocated) on commercial Web space. If you go over quota, your Website will continue to work, but you will be notified. It is your responsibility to ensure your quota exceeds your usage at all times. You may upgrade your quota at any time by contacting your account manager. If a site is excessively over quota, Cretronix reserve the right to suspend the site.
Subscribers will be held solely responsible for any defamatory, confidential, secret or other proprietary material made available via your site. Cretronix reserves the right to suspend any sites containing such material. You must be careful when using peer to peer networking software to ensure that you do not download or transfer material which you do not have the right to download or transfer Login names and passwords must be kept secret and not communicated to any third party, except for agencies, such as Webpage designers, working on your behalf. Cretronix must be notified immediately if they are compromised. If someone were to gain access to your account password, they could tamper with files held on your site.
You may have commercial use of web and ftp space. This privilege must not be abused. If in Cretronix reasonable opinion this or any other facilities have been abused, this will result in an immediate termination of the account. Users must not leave their home directory at anytime, and shall not attempt to gain the privileges of another user.
Users are responsible for the content of its web pages including obtaining the legal permission for any works they include and ensuring that the contents of its pages do not contravene any applicable law or the Acceptable Use Policy.
Technical Support will only be provided for uploading, downloading and viewing pages. No support will be provided for HTML authoring or page design. The customer is ultimately responsible for ensuring that their site is suitably backed-up. Cretronix takes backups of the commercial servers for disaster recovery purposes only. If the account is suspended for any reason, such as non-payment, access to the site, both for viewing and uploading, may also be suspended.
On closing an account, the relevant data on this Web space will be deleted.
Attempted security breaches
Any attempt to breach the security of any machine is forbidden. Attempting to do so will result in immediate account termination and possible further legal action. Users may not run any program that monitors network packet data or any program that compromises the privacy of network traffic. It should be noted that attempting to breach security may lead to prosecution under the Computer Misuse Act 1990 or any other relevant criminal legislation. Attempts to circumvent copy protection technology and encryption are also likely to be illegal under the Copyright Designs and Patents Act 1988 (as amended).
Users may not mount an attack, by whatever means, against our system, or any other systems. Users may not run unauthorized mailing lists from, or through any of our machines, or mail servers. Any IP addresses assigned to customers are owned by Cretronix. When using quota-based service, it is your responsibility to remain within your usage quota. Cretronix reserve the right to delete files for over-quota users if disk space is affecting the normal running of the server.
Technical Support exists for the benefit of Cretronix customers, providing support for questions relating directly to our services. Technical support is here to provide the best service possible to our customers, but can, at times, be stretched by having to answer unnecessary calls. When contacting Technical Support, please ensure that you have all relevant details to hand, including details of any specific error messages encountered. Please help us to help you.
Password and Network Security
Users shall not divulge the password for the log in account to any other person or organization, and users shall take all reasonable precautions to ensure that the password it is not discovered by any person or organization. Cretronix reserves the right to change the password in the event of any suspected security breach.
Users shall not use Cretronix network so as to circumvent user authentication or security of any host, network, or account. This includes, but is not limited to, accessing data not intended for the Customer, logging into a server or account the Customer is not expressly authorized to access, password cracking, probing the security of other networks in search of weakness, or violation of any other organization’s security policy. Users shall not attempt to interfere or deny service to any user, host, or network. This includes, but is not limited to, flooding, mail-bombing, or other deliberate attempts to overload or crash a host or network.
If, in Cretronix reasonable opinion, the Customer’s server is the initiator or target of a denial of service attack that adversely affects Cretronix or a third party’s network, Cretronix shall be entitled to terminate the Customer’s account without notice, and the Customer shall indemnify Cretronix for any costs, charges, or other expenses incurred.
Cretronix will cooperate fully with all reasonable requests for investigations of violations of systems or network security at other sites. Users who violate systems or network security may incur criminal or civil liability. Cretronix reserves the right to charge users for its reasonable costs and for the time spent by staff in investigating complaints pursuant to this clause.
Users shall not store more data in its account than the quota it is permitted to use (as notified to it by Cretronix). The quota command may be used to examine their current disc usage and quota. The Customer shall not run server processes, such as talkers or IRC Bots from its login account.