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Terms & Conditions

Application and entire agreement

  1. These Terms and Conditions will apply to the purchase of the goods detailed in our quotation (Goods) by the buyer (you or Customer) from  Nubis 365 Ltd a company registered in England and Wales under number 08484840 whose registered office is at Unit 3 Saxon House,  Headway Business Park,  Northamptonshire, NN18 9EZ  (we or us or Supplier).
  2. These Terms and Conditions will be deemed to have been accepted by you when you accept them or the quotation or from the date of any delivery of the Goods (whichever happens earlier) and will constitute the entire agreement between us and you.
  3. These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and sale of any Goods between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Interpretation

  1. A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.
  1. The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.
  1. Words imparting the singular number include the plural and vice-versa.

Goods

  1. The description of the Goods is set out in our sales documentation, unless expressly changed in our quotation. In accepting the quotation you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by us. Descriptions of the Goods set out in our sales documentation are intended as a guide only.
  1. We can make any changes to the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements.

Price

  1. The price (Price) of the Goods is set out in our quotation current at the date of your order or such other price as we may agree in writing.
  1. If the cost of the Goods to us increases due to any factor beyond our control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, we can increase the Price prior to delivery.
  1. Any increase in the Price under the clause above will only take place after we have told you about it.
  1. You may be entitled to discounts. Any and all discounts will be at our discretion.
  1. The Price is  exclusive  of fees for packaging and transportation / delivery.
  1. The Price is  exclusive  of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

Cancellation and alteration

  1. Details of the Goods as described in the clause above (Goods) and set out in our sales documentation are subject to alteration without notice and are not a contractual offer to sell the Goods which is capable of acceptance.
  1. The quotation (including any non-standard price negotiated in accordance with the clause on Price (above) is valid for a period of  1 day  only from the date shown in it unless expressly withdrawn by us at an earlier time.
  1. Either of us can cancel the order for any reason prior to your acceptance (or rejection) of the quotation.

Payment

  1. We will invoice you for the Price either:
    1. on or at any time after delivery of the Goods; or
    2. where the Goods are to be collected by you or where you wrongfully do not take delivery of the Goods, at any time after we have notified you that the Goods are ready for collection or we have tried to deliver them.
  1. You must pay the Price within  30  days  of the date of our invoice or otherwise according to any credit terms agreed between us.
  1. You must make payment even if delivery has not have taken place and / or that the title in the Goods has not passed to you.
  1. If you do not pay within the period set out above, we will suspend any further deliveries to you and without limiting any of our other rights or remedies for statutory interest, charge you interest at the rate of 8% per annum above the base rate of the Bank of England from time to time on the amount outstanding until you pay in full.
  1. Time for payment will be of the essence of the Contract between us and you.
  1. All payments must be made in  British Pounds unless otherwise agreed in writing between us.
  1. Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

Delivery

  1. We will arrange for the delivery of the Goods to the address specified in the quotation, or your order or to another location we agree in writing.
  1. If you do not specify a delivery address or if we both agree, you must collect the Goods from our premises.
  1. Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be accepted at any time between 8 am to 8 pm.
  1. If you do not take delivery of the Goods we may, at our discretion and without prejudice to any other rights:
    1. store or arrange for the storage of the Goods and will charge you for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and / or
    2. make arrangements for the redelivery of the Goods and will charge you for the costs of such redelivery; and/or
    3. after 10 business days, resell or otherwise dispose of part or all of the Goods and charge you for any shortfall below the price of the Goods.
  1. If redelivery is not possible as set out above, you must collect the Goods from our premises and will be notified of this. We can charge you for all associated costs including, but not limited to, storage and insurance.
  1. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
  1. We can deliver the Goods by installments, which will be invoiced and paid for separately. Each installment is a separate contract. Any delay in delivery or defect in an installment will not entitle you to cancel any other installment.

Inspection and acceptance of Goods

  1. You must inspect the Goods on delivery or collection.
  1. If you identify any damages or shortages, you must inform us in writing within  7  days  of delivery, providing details.
  1. Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if required, have carried out an inspection.
  1. Subject to your compliance with this clause and/or our agreement, you may return the Goods and we will, as appropriate, repair, or replace, or refund the Goods or part of them.
  1. We will be under no liability or further obligation in relation to the Goods if:
    1. if you fail to provide notice as set above; and/or
    2. you make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or
    3. the defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods; and/or
    4. the defect arises from normal wear and tear of the Goods; and/or
    5. the defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by you, your employees or agents or any third parties.
  1. You bear the risk and cost of returning the Goods.
  1. Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within  1 day  after delivery.

Risk and title

  1. The risk in the Goods will pass to you on completion of delivery.
  1. Title to the Goods will not pass to you until we have received payment in full (in cash or cleared funds) for: (a) the Goods and/or (b) any other goods or services that we have supplied to you in respect of which payment has become due.
  1. Until title to the Goods has passed to you, you must (a) hold the Goods on a fiduciary basis as our bailee; and/or (b) store the goods separately and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and/or (c) keep the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
  1. As long as the Goods have not been resold, or irreversibly incorporated into another product, and without limiting any other right or remedy we may have, we can at any time ask you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.

Termination

  1. We can terminate the sale of Goods under the Contract where:
    1. you commit a material breach of your obligations under these Terms and Conditions;
    2. you are or become or, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors;
    3. you enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with your creditors; or
    4. you convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of your affairs or for the granting of an administration order, or any proceedings are commenced relating to your insolvency or possible insolvency.

Limitation of liability

  1. Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this section.
  1. Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
  1. If we do not deliver the Goods, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
  1. Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.
  1. We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods, for:
    1. any indirect, special or consequential loss, damage, costs, or expenses; and/or
    2. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; and/or
    3. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or
    4. any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or
    5. any loss relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.
  1. The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; and for fraud or fraudulent misrepresentation.

Communications

  1. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
  1. Notices will be deemed to have been duly given:
    1. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
    2. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
    3. on the fifth business day following mailing, if mailed by national ordinary mail; or
    4. on the tenth business day following mailing, if mailed by airmail.
  1. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.

Data protection

  1. When providing the Goods to the Buyer, the Seller may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Buyer.
  1. The parties agree that where such processing of personal data takes place, the Buyer shall be ‘data controller’ and the Seller shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
  1. For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the GDPR.
  1. The Seller shall only Process Personal Data to the extent reasonably required to enable it to provide the Goods as mentioned in these terms and conditions or as requested by and agreed with the Buyer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party’s purposes.
  1. The Seller shall not disclose Personal Data to any third parties other than employees, directors, agents, subcontractors or advisors on a strict “need-to-know” basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.
  1. The Seller shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Seller on behalf of the Buyer. Further information about the Seller’s approach to data protection are specified in its Data Protection Policy, which can be found on our website. For any enquiries or complaints regarding data privacy, you can contact our Data Protection Officer at the following e-mail address: info@nubis365.com.

Circumstances beyond the control of either party

  1. Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.

No Waiver

  1. No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision.

Severance

  1. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

Law and jurisdiction

  1. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

 

SUPPORT AGREEMENT TERMS AND CONDITIONS

What’s Covered

Nubis IT Support allows your current IT personnel to focus on the core business priorities. It is important that the relationship between the business IT team and the Nubis team is complimentary and that expertise is used wisely. Ultimately your IT manager is in control of the situation and is able to manage costs and time. If it is more cost effective to use an internal resource than it is to outsource the issue to Nubis 365 then the IT manager has that option. Flexibility and sharing of knowledge is our goal with how we deal with our support contracts.

All of the following are covered by 1st Line Support
Telephone Support
Remote Support

2nd & 3rd Line Support
We proactively monitor your network as a matter of course. We will be aware of any issues that are occurring on your network and are proactively planning your server security updates and client security updates to ensure a robust level of service.
Should your IT team fail to rectify a situation and are in need of additional support they should call Nubis 365 for assistance. This would constitute a different level of support. At this point the consultant would make a decision as to how to proceed either by contacting the third party vendor on behalf of the company or by despatching a consultant to attempt to resolve the issue.
This level of support is generally referred to as second or third line support. At Nubis 365 we understand that our clients will endeavour to fix issues internally as this is a sensible use of resources. If however there are insufficient resources internally or insufficient time then we are ready to respond and assist.
All of the following are covered by within 2nd & 3rd Line Support

Strategic Planning covered if Hardware purchased through Nubis 365, if not additional costs will be applied
Server Management & Monitoring
Business Continuity Planning (Disaster Recovery)  if Hardware purchased through Nubis 365, if not additional costs will be applied
Company Relocation & Data Migration Planning
Structured Cabling & Network Security Planning

Network and Server Monitoring
Nubis 365 are able to monitor and control your servers, client machines and networking equipment from our head office in Corby. Critical security updates and firmware updates are monitored and controlled so that you can run your business in the knowledge that your network is running at optimum performance. Nubis 365 also monitors the physical state of hardware and equipment that is covered by our monitoring systems. If your server or networking hardware fails then we will be alerted to the failure and will already have in place a plan to replace the faulty equipment. If your equipment is covered by a hardware warranty then we will contact the hardware vendor and manage the SLA agreement you have in place for the hardware. If no hardware maintenance agreement is in place then we have the capability to source the hardware at competitive rates and fit the hardware.

All remote work is covered by the IT Support agreement. Should there be a need to visit site then this will be discussed and agreed prior to the visit

Onsite Engineering
Our Support Agreement covers the remote cover of the users and the network only.If an engineer is required to attend site to either resolve issues with PC’s, Servers or anything to do with the functionality of the network then this will be chargeable per hour if your agreement doesn’t include onsite support. The rate per hour is £75.00.A surcharge of £30.00 will also be incorporated in to the invoice to cover travelling expenses outside of a 20 Mile Radius.

Project Work
Any work outside of the day to day maintenance of the network will be covered as a separate project cost.The project will be costed and estimated prior to any work carried out.After the estimate has been agreed then the work can commence.We will require a purchase order for all project work.

Service desk Level Agreement
Nubis 365 operates a policy of Service Level agreements to ensure smooth operations and intelligent allocation of resources. We endeavour to beat all of our service level agreement times but you can appreciate at busy periods the SLA time frames below apply.

Classification

Detail

Response Time

Critical

The computer system is not working and is affecting the business. If people cannot work and the task is important to the business then the situation is classed as critical.

1 Hour

High

There are serious performance issues affecting the business and although the tasks can be completed they cannot be completed at normal pace and this is affecting the running of the business.

2 Hours

Medium

The issue is important but there is no direct effect on the business and a work around is in place.

Same Day

Low

The issue is not critical to the business but it would be good to get it sorted as soon as possible.

Next Day

Nubis 365 will respond to each call within the agreed SLA. If you cannot get through on the telephone at busy periods then please email with your issue and this will be picked up immediately. The response time does not constitute a fix and issues will be prioritised according to the severity of the situation. Resources will be allocated immediately to issues deemed critical. You will be updated throughout the duration of the issue being resolved.

Response To Customer Site – Service Level Agreement

If it is not possible to resolve the issue remotely or by telephone then a dedicated support consultant will attend and attempt to resolve the situation. The response by the support consultant will be in accordance with the SLA. If equipment is required then the customer will be notified of the requirement and the timescales to obtain and fit the equipment.
Once we have established that the issue requires a support consultant to be on site we will arrange for the visit and you will be notified of the estimated time of arrival. The arrival time will be within the agreed SLA.

Classification

Detail

Response Time

Critical

The computer system is not working and is affecting the business. If people cannot work and the task is important to the business then the situation is classed as critical.

4 Hour

High

There are serious performance issues affecting the business and although the tasks can be completed they cannot be completed at normal pace and this is affecting the running of the business.

4 Hours

Medium

The issue is important but there is no direct effect on the business and a work around is in place.

Next Day

Low

The issue is not critical to the business but it would be good to get it sorted as soon as possible.

2 Business Days

Nubis 365 Ltd Terms and Conditions

1. PARTIES:

1.1 Nubis 365 Ltd registered in England and Wales (Company No. 08484840) whose registered office is at Nubis 365, Saxon House, Headway Business Park, 3 Saxon Way West, Corby, Northamptonshire, NN18 9EZ    (“Nubis 365 Ltd “); and

1.2

Your Company

Nubis 365 Ltd is a provider of Internet related services such as dedicated servers, shared server and domain name services, technical support, software development, computer hardware and peripherals, disaster recovery solutions and training. The Client may from time to time require such services. This agreement sets out the terms which have been agreed between Nubis 365 Ltd and the Client for the provision of such services and shall be supplemented from time to time by Schedules setting out specific details of such services requested by the Client.

2. DEFINITIONS

In these conditions, unless the context requires otherwise, the following words shall have the following meanings:

“Agreed Service Level” means the levels of performance to be provided by Nubis 365 Ltd to the Client as set out in a Schedule;

“Agreement” means this master service level agreement;

“Clientware” means the equipment, cabling, systems and software provided by the Client in connection with the Services;

“Contract” means a contract for the provision of the Services which arises from the acceptance by Nubis 365 Ltd of a Schedule and which shall be on and subject to the terms of this Agreement together with the Schedule;

“Control Panel” means the Control Panel or web site provided by Nubis 365 Ltd in support of the services provided to the Client;

“Hardware” means the equipment, cabling and systems provided by Nubis 365 Ltd in connection with the Services;

“IPRs” means any and all intellectual property rights including without limit any and all patents, design rights, database rights, copyright, know-how, moral rights, trade secrets, confidential information, trademarks, service marks, trade names and goodwill;

“Keywords” means those words notified to the Client by Nubis 365 Ltd which control the Client’s access to some of the Services including without limit a password and username;

“Netiquette” means generally accepted standards for use of the Internet such as but not limited to sending bulk unsolicited Email, mail bombing, misrepresenting the holding of third party authorisation and impersonating another person;

“Notified Maintenance” means essential maintenance to be carried out by Nubis 365 Ltd in relation to the Services, Clientware, Hardware and/or Software, which has been notified to the Client at least 3 days prior to its commencement;

“Schedule” means the schedule describing the Internet related services requested by the Client including without limit details of the requested Bandwidth, Hardware, Storage Space and Software together with details of the Clientware;

“Services” means the Internet related services described in any Schedule made hereunder and which are supplied or to be supplied by Nubis 365 Ltd on and subject to the terms of this Agreement and any Schedules made hereunder;

“Service Disruption” means any disruption in the Services which causes a failure to meet the Agreed Service Level as a result of any failure of the Hardware, Software or Nubis 365 Ltd personnel who provide the Services and which does not result from any breach by the Client of the Contract, a force majeure event (see Condition 16 below) or any Suspension Event;

“Software” means the computer software programs provided by Nubis 365 Ltd in connection with the Services;

“The Client” means your Company

“Working Days” means any day which is not a Saturday, a Sunday or a bank or public holiday in England;

“User” means any individuals and businesses who access the Internet web site(s) hosted on the Hardware / Clientware in connection with the Services or an individual requiring our additional services.

Bank Holiday and weekend cover is available – details on request.

3. THE SERVICES, HARDWARE AND SOFTWARE

3.1 The Services, Software, Hardware and the Clientware shall be as described in the Contract and any associated Schedules from time to time. All Schedules shall be deemed to be an offer from the Client and shall only be deemed accepted by Nubis 365 Ltd when counter-signed by an authorised representative of Nubis 365 Ltd. In the event of any conflict between any provision in this Agreement and those in the Schedule then the provision in the Schedule shall prevail.

3.2 The terms of the Contract contain the whole agreement between Nubis 365 Ltd and the Client in relation to the Services, Hardware and Software detailed in the Schedule thereto. All other understandings, agreements, warranties, conditions, terms or representations, whether express or implied, statutory or otherwise, are excluded to the fullest extent permitted by law.

3.3 If the Client requires any variations or additions to the Services, Hardware and/or Software or Clientware to those set out in an agreed Schedule then the parties may agree a new Schedule superseding the existing Schedule.

3.4 Nubis 365 Ltd reserves the right at any time and from time to time to amend, improve or correct the Services, Software and/or Hardware (or any part thereof) provided that such modification does not materially affect them. This includes the right to substitute the Hardware with Hardware of similar specification, where necessary. Nubis 365 Ltd shall endeavour to give the Client reasonable notice of such modifications but this may not always be possible and Nubis 365 Ltd shall not be liable to the Client or to any third party for any such modification or any failure to give such notice.

3.5 Where Clientware is located at the property of Nubis 365 Ltd or any associated group company, Nubis 365 Ltd shall, upon arrangement of an appointment during Working Hours, allow the Client reasonable access to the Clientware.

3.6 Nubis 365 Ltd shall use its reasonable endeavours to provide the Services in accordance with the desired launch date however time of provision of the Services shall not be of the essence. Nubis 365 Ltd shall notify the Client when it has installed the Services and the Client shall (as soon as reasonably practicable and in any event within 2 working Days) review and assess the Services against the Agreed Service Levels set out in the Schedule. If the Client reasonably considers that the Services do not meet the Agreed Service Levels then it shall immediately notify Nubis 365 Ltd and provide details of the same. Nubis 365 Ltd shall use its reasonable endeavours to rectify any failure of the Services to meet the Agreed Service Levels (except where such failure is due to the occurrence of any Suspension Event as defined below) as soon as reasonably practicable whereupon it shall notify the Client which shall reassess the Services as above. If the Client does not notify Nubis 365 Ltd within 2 Working Days of installation or (where Nubis 365 Ltd rectifies the Services) notification of completion of rectification of the Services then the Client shall be deemed to have accepted the Services and the Services shall be deemed to meet the Agreed Service Levels as at the date of installation or rectification.

3.7 Nubis 365 Ltd reserves the right at its sole discretion to suspend the Services (temporarily or permanently) on the occurrence of any unscheduled maintenance or any of the following (each of the following shall be a “Suspension Events”): (i) Notified Maintenance; (ii) issue by any competent authority of an order which is binding on Nubis 365 Ltd and which affects the Services; (iii) if the Client fails to pay any amounts due under the Contract when they are due; (iv) if any events occur which would entitle Nubis 365 Ltd to terminate the Contract; (v) the Bandwidth used by the Client in relation to the Services exceeds the agreed level and Nubis 365 Ltd determines in its sole discretion that such suspension is necessary to protect all and any Internet solutions provided by Nubis 365 Ltd from time to time; or (vi) failure or deficiencies in the Clientware.

4. OBLIGATIONS OF THE CLIENT

4.1 The Client agrees that it shall:

4.1.1 Immediately notify Nubis 365 Ltd if it becomes aware of any unauthorised use of all or any of the Services, Software, Clientware and/or Hardware;

4.1.2 not use the Services, Software, Clientware and/or Hardware or allow them to be used for any unlawful purpose or for the publication, linking to, issue or display of any unlawful material (which shall include without limit any pirated software or any material which is obscene, pornographic, threatening, malicious, harmful, abusive, harmful, defamatory or which breaches the rights (including without limit IPRs) of any third party or which is or encourages criminal acts or contains any virus, worm, trojan horse or other harmful code) whether under English law or regulation, the laws or regulations of the Clients country or any other place where the results of such purpose or such material can be accessed;

4.1.3 not use the Services, Software, Clientware and/or Hardware or allow them to be used for the publication, linking to, issue or display of any material which in the absolute discretion of Nubis 365 Ltd may harm Nubis 365 Ltd or any of its clients or bring Nubis 365 Ltd into disrepute or may call into question any action taken by Nubis 365 Ltd on the Client’s behalf;

4.1.4 Not use the Services, Software, Clientware and/or Hardware or allow them to be used in breach of good Netiquette practices;

4.1.5 Remove or prevent access to any material which is hosted on any of the Hardware and/or Clientware and which causes or is likely to cause the Client to be in breach of the Contract

4.1.6 ensure that it has all necessary consents, permissions and licences to make use of the Services including without limit registration under the Data Protection Act 1984 and 1998;

4.1.7 not provide any technical or other information obtained from Nubis 365 Ltd and/or relating to the Services, this Agreement or the Contract to any person, company, firm or government which the Client knows or ought reasonably be aware may directly or indirectly lead to a breach of any English law or regulation;

4.1.8 not, in breach of good Netiquette practices, use any service provided by any third party (including without limit an Internet web site and/or Email) for the publication, linking to, issue or display of any material which refers to an Internet web site hosted by Nubis 365 Ltd or any other services offered by Nubis 365 Ltd from time to time;

4.1.9 ensure that all material or data hosted by Nubis 365 Ltd on any web site operated by the Client from time to time or communicated through such site or using the Clientware, Hardware and/or Software is checked for viruses and other harmful code;

4.1.10 be responsible for keeping regular backups of all material and data hosted by Nubis 365 Ltd on any web site operated by the Client from time to time using the Clientware, Hardware and/or Software;

4.1.11 ensure that all Keywords are at all times kept confidential, used properly and not disclosed to unauthorised people and if the Client has any reason to believe that any Keyword has become known to someone not authorised to use it or if any Keyword is being or is likely to be used in an unauthorised way or of any other breach of security then the Client shall inform Nubis 365 Ltd immediately.

4.1.12 be entirely liable for all activities conducted and charges incurred under its Keywords whether authorised by it or not and the Client acknowledges that Nubis 365 Ltd shall not be liable for any loss of confidentiality or for any damages arising from the Clients to comply with these terms;

4.1.13 not use any part of the Nubis 365 Ltd premises except as is reasonably necessary to inspect and maintain the Clientware and the Client shall ensure that such part is kept in good condition and is returned to its original condition upon any termination of any contract for the provision of Services;

4.1.14 not, whilst present at any Nubis 365 Ltd premises, do anything which may be dangerous, nuisance, inconvenience or disturb any Nubis 365 Ltd personnel or other Nubis 365 Ltd clients and the Client shall abide by all health and safety and other policies as Nubis 365 Ltd may notify to the Client from time to time in relation to any such premises;

4.1.15 ensure that all its communication details which are provided to Nubis 365 Ltd are at all times true, current, accurate and complete and the Client shall promptly notify Nubis 365 Ltd of any such details and the Client acknowledges that Nubis 365 Ltd shall not be liable for any costs, damages or loss which the Client may suffer or incur as a result of failure to notify such changes to Nubis 365 Ltd.

4.2 The Client acknowledges that in order to make proper use of the Services it should have a basic knowledge of how the Internet functions and what types of use are and are not acceptable. The Client acknowledges that Nubis 365 Ltd shall have no obligation to: a) manipulate any material which the Client wishes to and/or does post on any web site it operates or any communication which it issues or sends in connection with any of the Services; or b) validate or vet such material for usability, legality, content or correctness.

5. PRICE

5.1 The Client shall pay the price for the Services as set out in the Schedule.

5.2 All prices quoted to the Client for the provision of services by Nubis 365 Ltd are exclusive of any value added tax for which the Client may be additionally liable at the applicable rate. Where the Services are purchased with a monthly payment plan comprising a setup fee, this fee is payable immediately. Where a long term contract is purchased, the setup fee is included within the total payment.

5.3 Changes in price will be agreed by both parties before instigation.

6. PAYMENT

6.1 The price and all other amounts due under the Schedule shall be paid by the Client by the due date and in the currency as specified in Nubis 365 Ltd’s invoice. Payment shall only be deemed received by Nubis 365 Ltd upon receipt of cleared funds. Payment shall be made in full without any abatement, set off or deduction on any grounds.

6.2 It is of the essence of the Contract that the Contract price and all other amounts due from the Client are paid on time. Nubis 365 Ltd shall be entitled to recover from the Client any and all expenses incurred by Nubis 365 Ltd in recovering overdue amounts and/or interest on overdue amounts (before and after judgement) at annual rate of 5% above the base lending rate of the bank of England calculated daily until payment is made in full.

6.3 Nubis 365 Ltd has a general and particular lien over all Clientware until all claims and money payable by the Client to Nubis 365 Ltd on any account whatsoever has been received in full. If the Client fails to satisfy any lien within a reasonable time from the date of notice of exercise then the Clientware may be sold in or towards satisfaction of every such lien and Nubis 365 Ltd will account to the Client for any excess.

6.4 Where payment is made by credit card initially, the Client expressly authorises Nubis 365 Ltd to charge recurring billing as appropriate, until the Client gives one month written notice otherwise to Nubis 365 Ltd and the credit card company, or the Services end.

6.5 Nubis 365 Ltd reserves the right to send overdue accounts to a collection agency

. 7. INTELLECTUAL PROPERTY, LICENCE AND OWNERSHIP

7.1 All IPRs relating to the Services, Hardware and/or Software including without limit any Internet Protocol Addresses assigned to the Client are and shall remain the property of Nubis 365 Ltd. Nubis 365 Ltd reserves the right to change the Internet Protocol Address assigned to the Client at any time, however Nubis 365 Ltd shall endeavour to give reasonable notice of the change and shall use reasonable endeavours to reduce disruption to the Client resulting from such changes.

7.2 Title to the Hardware and/or Software (both legal and equitable) is and shall at all times remain with Nubis 365 Ltd and the Client shall keep the Software and Hardware free of all charges, liens and encumbrances and protect it from any and all judicial process.

7.3 Nubis 365 Ltd grants to the Client a non-exclusive non-transferable licence to use the Software on the Hardware and/or Clientware and in conjunction with the Services and except as provided for in the Contract the Client

is not permitted to sub-licence any rights granted under the Contract to any third party. The Client agrees that it will not itself, or through a third party:

7.3.1 copy the Software, except as is necessary to install on Hardware and for internal, archiving purposes. In the event that the Client makes any copies of the Software, the Client shall reproduce all proprietary notices on such copies;

7.3.2 reverse engineer, decompile, disassemble or otherwise attempt to derive source code from the Software;

7.3.3 sell, lease, license, transfer or sublicense the Software or associated documentation; or

7.3.4 write or develop any derivative or other software programs based, in whole or in part, upon the Software or any confidential information.

8. INDEMNITY

8.1 The Client agrees to fully indemnify and keep Nubis 365 Ltd , its subsidiaries, affiliates, officers, partners, employees and agents fully indemnified from and against all actions, demands, costs (on a full indemnity basis), losses, penalties, damages, liability, claims and expenses (including but not limited to legal fees) whatsoever incurred by it or them and arising from any of the following: (i) the Clients breach of the Contract and/or this Agreement or its negligence or other act, omission or default; (ii) the operation or break down of any equipment or software owned or used by the Client including without limit the Clientware but not the Hardware and/or Software; (iii) the Clients use or misuse of the Services; (iv) the Client infringing (whether innocently or knowingly) third party rights (including without limit IPRs).

9. SERVICE QUALITY AND DISRUPTION

9.1 Nubis 365 Ltd shall use all reasonable endeavours to ensure that the location where the Clientware, Hardware and Software is located has appropriate air conditioning, static humidity levels, a fire suppression system and appropriate levels of security and electrical supplies.

9.2 Nubis 365 Ltd shall provide the Services such that actual level of performance is equal to or higher than the associated Agreed Service Level (if any). Further Nubis 365 Ltd shall carry out the Services with reasonable skill and care. All other conditions, warranties or other terms whether express or implied, statutory or otherwise are hereby expressly excluded to the fullest extent permitted by law and without limit to the foregoing. Nubis 365 Ltd does not represent or warrant that: (i) the Services will meet the Client’s requirements; (ii) the Services will be uninterrupted, timely, secure, or error-free; (iii) any results obtained from using the Services will be accurate, complete or current.

9.3 The Client shall immediately notify Nubis 365 Ltd if any Service Disruption arises and Nubis 365 Ltd shall then use its reasonable endeavours to rectify such Service Disruption as soon as reasonably practicable.

9.4 In the unlikely event that the Client has reason to make a complaint about the quality of Services, such complaint should be addressed in writing to complaints@nubis365.com, or to the Customer Service department at the address at the top of this document ( under section 1.1).

10. MAINTENANCE AND SUPPORT

10.1 Maintenance and support shall not include services for problems arising out of (a) tampering, modification, alteration, or addition to the Hardware or Software, which is undertaken by persons other than Nubis 365 Ltd or its authorised representatives; or (b) programs or hardware supplied by Client except after consultation with a Director of Nubis 365 Ltd.

The Client shall document and promptly report all errors or malfunctions of the Hardware or Software to Nubis 365 Ltd. The Client shall take all steps necessary to carry out procedures for the rectification of errors or malfunctions within a reasonable time after such procedures have been received from Nubis 365 Ltd. The Client shall maintain a current archive copy of all Software and data, and shall have its personnel trained in the use of the Hardware and Software.

10.2 Call outs requiring changes to software will require a full backup.

Should a dial in reveal that a severe error has occurred requiring a callout, Nubis 365 Ltd staff cannot guarantee immediate call out but jobs will be prioritised according to severity and will be dealt with immediately a member of staff becomes available on that day (weekdays only).

Telephone technical support is intended to be second / third line i.e. “The Client” will endeavour at all times to assist with first line support issues unless a support plan is in place.

E-mail support is available at any time during your contract support hours on helpdesk@nubis365.com.

11. REGISTRATION OF DOMAIN NAMES

11.1 The following shall apply where the Services include or consist of domain name registration services:

11.1.1 The Client acknowledges that, whilst Nubis 365 Ltd shall use its reasonable endeavours to successfully register the requested domain name, Nubis 365 Ltd shall not be obliged to accept any request to register or continue to process any registration of a domain name.

11.1.2 The obligations of Nubis 365 Ltd in relation to domain name registration shall be limited to forwarding the application to the relevant naming authority, providing reasonable administration services in relation to the application and notifying the result of the application within a reasonable period after communication from the authority. Nubis 365 Ltd will use reasonable endeavours to notify you of any renewal dates however Nubis 365 Ltd accepts no liability for any use or retention of any domain name that is registered.

11.1.3 Nubis 365 Ltd makes no representations or warranties (expressed or implied) of any kind (and they are expressly disclaimed) with respect to availability or likelihood of successful registration of any domain name.

11.1.4 The Client shall check the domain name as reported on any of the Company’s documents sent to the Client, such as the invoice, e-mail notification or otherwise, is spelt correctly. In the event of any error, the Client should notify the Company promptly and in any event within 24 hours of receiving such document.

11.1.5 The Client shall at all times comply with the terms and conditions (from time to time subsisting) for the registration of domain names published by the relevant naming authority and generally to the terms and conditions of any such authority having similar force and to which the client may become subject as a result of services provided by Nubis 365 Ltd.

11.1.6 Nubis 365 Ltd may from time to time change the registrar that a domain is held with. The Client agrees to allow Nubis 365 Ltd to do so as it sees fit and without notice.

12. MANAGED SERVICES

12.1 This Section 12 applies only in the case where Managed Services are expressly being provided to the Client by Nubis 365 Ltd.

12.2 Nubis 365 Ltd provides various managed services including, as part of its portfolio of products, security services. Nubis 365 Ltd does not guarantee the full security of its servers and does not guarantee that it will be impossible to ‘hack’ into any servers.

12.3 Where security services are provided, Nubis 365 Ltd guarantees that security patches will be applied within two working days of their release by the software vendor. Nubis 365 Ltd will not be responsible for any attack on a server if, for any reason, it is unable to apply a security patch properly due to the Client’s custom configuration, or if the Client tampers in any way with the security patch that is applied thereby undermining its ability to work correctly.

13. DISCLAIMER

13.1 Nothing in the Agreement, Contract or these Conditions shall exclude or limit the liability of Nubis 365 Ltd for death or personal injury resulting from its negligence or fraudulent misrepresentation nor affect the statutory rights of consumers.

13.2 The Client acknowledges that the allocation of risk in the Contract reflects the price paid for the Services, Hardware and Software and that it is not within the control of Nubis 365 Ltd how or for what purposes they are used. If any exclusion or limit of liability in the Contract is held to be invalid and Nubis 365 Ltd becomes liable for loss or damage that may lawfully be limited then such liability shall be limited to the amount paid by the Client for the Services.

13.3 Nubis 365 Ltd shall have no liability to the Client for any loss arising from any material, data or instructions supplied whether digitally or otherwise by the Client or on its behalf which is incomplete, inaccurate, illegible, out of sequence or in the wrong form or arising from late arrival or non-arrival or any other fault by the Client or on its behalf.

13.4 No action, claim or demand arising out of or in connection with the Contract or this Agreement may be brought by the Client against Nubis 365 Ltd more than one year after the cause of action has occurred.

13.5 Nubis 365 Ltd is not responsible for any delay, malfunction, non-performance and/or other degradation of performance of any of the Services, Hardware or Software caused by or resulting from any alteration, modification and/or amendments due to changes and specifications requested or implemented by the Client whether or not beyond those already supplied.

13.6 Neither Nubis 365 Ltd nor anyone else who has been involved in the creation, production or supply of the Services, Hardware or Software shall be liable to the Client or any other person for any loss in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever and whatever the cause thereof by reason of or in connection with this Agreement, the Contract or the Services, Hardware or Software for any: (i) economic loss of any kind whatsoever, or (ii) loss of profit, data, business contracts, revenues or anticipated savings, or (iii) damage to the Client’s reputation or goodwill, or (iv) loss resulting from any claim made by any third party, or (v) special, indirect or consequential loss or damage of any nature whatsoever, and the Client shall indemnify Nubis 365 Ltd from and against any claim which may be made against Nubis 365 Ltd in respect thereof. Some jurisdictions do not allow the exclusion or limitation of implied warranties or of liability for consequential or incidental damages and therefore the above may not apply to the Client.

14. CONFIDENTIALITY

14.1 All confidential information of either party or of any of its customers disclosed to or discovered by the other as a result of the provision of the Services shall be regarded as disclosed in confidence and shall only be used in connection with the performance of its obligations under this Agreement and/or the Contract and not be passed on to third party and/or in any way be made use of at any time either during or after the termination of this Agreement and/or the Contract save with consent of the other or which comes into the public domain (otherwise than through the unauthorised disclosure by the other).

14.2 The Client shall promptly notify Nubis 365 Ltd if it becomes aware of a breach of confidence in relation to the Services, the Contract and/or this Agreement and shall give Nubis 365 Ltd all reasonable assistance in connection with any proceedings Nubis 365 Ltd may institute against a third party at Nubis 365 Ltd ‘ expense.

15. TERM, DURATION OF SERVICES AND TERMINATION

15.1 Unless otherwise agreed in writing by Nubis 365 Ltd (in the Schedule or otherwise), the minimum period of each Contract for the provision of the Services detailed in its corresponding Schedule is 12 months from date on which such Services are accepted or deemed accepted by the Client.

15.2 In the event of cancellation or termination by the Client part way through the minimum period, the Client remains obliged to pay for the Services for the entire minimum period.

15.3 Thereafter, if the Client or Nubis 365 Ltd wishes to cancel or terminate, at least three month’s written notice must be given.  If you wish to terminate and move to another provider and they require assistance then an offboarding fee will apply.

15.4 The Client must follow Nubis 365 Ltd ’s prescribed template and procedures for submitting a written cancellation, which comply with the Consumer Protection (Distance Selling) Regulations 2000. Where Nubis 365 Ltd has registered a domain on behalf of the Client, Nubis 365 Ltd is unable to cancel the registration – as such, a minimum charge to cover the cost of the domain registration fee will be levied.

15.5 Nubis 365 Ltd shall be entitled to immediately terminate this Agreement and any other contract between itself and the Client upon the termination of the Contract. Any termination of this Agreement and/or a Contract shall be without prejudice to the continuing obligations of the Client under this Agreement and under a Contract not expressly terminated by Nubis 365 Ltd which shall continue in full force and effect.

15.6 Upon termination or expiry of the Contract all amounts payable by the Client to Nubis 365 Ltd shall become immediately due and Nubis 365 Ltd shall be entitled to immediately cease the provision of the Services.

15.7 Upon termination of the contract whereby the Client transfers the provision of Services out to another Internet host provider, Nubis 365 Ltd reserves the right to remove the Client’s data from its Hardware after 5 Working Days.

15.8 Where a disconnection of Services has occurred as a result of actions of the Client under section 15.9 below, a £100 reinstatement fee will apply to reactivate the Services, in addition to full payment of the balance due on the account. Reactivation of the Services will only be performed during Working Hours on Fridays.

15.9 The Contract may be terminated:

15.9.1 Immediately by Nubis 365 Ltd if the Client fails to pay any sums due under the Contract within 14 days of their due date;

15.9.2 immediately by either party to the other if the other commits any material breach of any these conditions and which (in the case of a breach capable of being remedied) has not been remedied within a reasonable time period as may be specified in a formal request in writing or by electronic email to remedy the same;

15.9.3 Immediately by written notice from Nubis 365 Ltd if the Client commits any material breach of any these conditions which may impact the Services or Servers of Nubis 365 Ltd or the ability of Nubis 365 Ltd to provide the services;

15.9.4 immediately by either party if the other shall convene a meeting with its creditors or if a proposal shall be made for a voluntary arrangement within part 1 of the Insolvency Act 1986 or a proposal for any other composition scheme of arrangement with (or the assignment for the benefit of) its creditors or if the other shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or if a trustee receiver or administrative receiver or similar officer is appointed in respect of all or any of the business or assets of the other party or if a petition is presented or a meeting is convened for the purpose of considering a resolution or any other steps are taken for the winding up or the making of an administrative order (otherwise than for the purposes of a solvent amalgamation or reconstruction).

16. FORCE MAJEURE

If Nubis 365 Ltd is prevented or delayed in or from performing any of its obligations under the Conditions, the Agreement or the Contract due to circumstances beyond its control such as but not limited to governmental acts, war, riots, strikes or trade disputes (including by and with our own employees), technical failure, general availability of the Internet, power failure, communications failure, weather, flood, fire or explosion, natural or local emergency Nubis 365 Ltd shall not be liable for this.

17. MISCELLANEOUS

Any failure or delay by Nubis 365 Ltd in exercising any of its rights or remedies will not constitute a waiver.

Any notice or other communication to be given by a party under this Agreement or the Contract must be in writing and must be given by delivery at or sending by first class post or by e-mail or facsimile transmission to the last known postal, e-mail address or relevant telecommunications number of the other party. Notices shall be deemed to have been received when in the ordinary course of the means of transmission it would be received by the addressee. To prove the giving of a notice it shall be sufficient to show it was despatched. A notice shall be effective from the sooner of its actual or deemed receipt by the addressee.

Except as expressly provided herein, the parties do not intend any term of this Agreement or the Contract to be enforceable by any third party pursuant to the Contracts (Rights of Third Parties) Act 1999.

Any termination of this Agreement or the Contract shall be without prejudice to any other rights or remedies which a party may be entitled to thereunder or at law and shall not affect any previous rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into continue in force upon or after such termination.

If any term of this Agreement or the Contract is held by any competent authority to be unlawful, invalid or unenforceable in whole or in part then the provision shall be deemed to be severable from the remaining provisions and shall not affect their validity or enforceability.

The Client shall not share, re-sell or attempt to share or re-sell the Services, transfer or attempt to transfer this Agreement or the Contract or permit any third party to use and/or access any of the for any purpose without prior consent of Nubis 365 Ltd .

All reasonable travel expenses for our engineers on call out will be charged for premises outside a 20 mile radius of Nubis 365 Ltd’s Corby office.

Any necessary overnight expenditure will be charged as an additional cost

This Agreement and the Contract will be governed by English Law and the Client submits to the exclusive jurisdiction of the English Courts.

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