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Terms and Conditions

Exec Express Ltd, Registered in England, Company Number 3819363

Trading as exec express, e-exec, autoexec, e-engineering

IMPORTANT NOTICE

All Users of services provided by Exec Express Ltd, by use of such services, accept the terms of business set out in the form of service agreement which follows, irrespective of the mode or manner of ordering employed by the User when ordering the services.

Pornography and sex-related merchandising are PROHIBITED on any Exec Express server.

Spamming, or the sending of unsolicited email, from any Exec Express server or using an email address that is maintained on any Exec Express machine is STRICTLY PROHIBITED.

1. Definitions
In this Agreement the following expressions shall have the following meanings:

“Agent” - the agent, if any, representing Exec Express in the sale of the Services to the Customer, or such other agent, or sub contractor as Exec Express may nominate;

“Agreement” - the agreement comprises the Order Form, Written Estimates and these Terms and Conditions and all other documentation incorporated by reference;

“Anniversary Date” means an anniversary of the Start Date;

“Customer” - the customer specified in the Order Form or written estimate;

“Event of Force Majeure” means such event as defined below, clause 26;

“Exec Express” means Exec Express Ltd, their trading styles and may also include any agents, representatives, agents or sub-contractors acting on behalf of Exec Express Ltd;

“Initial Term” - means a period of twelve (12) months from the Start Date, or for NT/Dedicated Hosting Services, a period of twenty-four (24)months;

“Order Form” - Exec Express’s standard order form, signed by or on behalf of the Customer by which the Customer orders the Services;

“Reterminate the circuit” means relocate the termination point of the dedicated leased line circuit provided by the telephone company by which the Service is provided at the Customer’s premises (where applicable);

“RIPE” means the organisation from time to time that assigns TCP/IP Addresses for use by Internet Providers and their customers in Europe;

"Services" means domain name registration, web site hosting, email and any other service, consultancy or other facility provided by Exec Express Ltd. or their trading styles;

"Server" means the computer server equipment operated by us in connection with the provision of the Services;

“Start Date” - means the day on which a Exec Express hub and a functioning telephone circuit are prepared to route IP packets to the Customer’s site;

“Web Site” means the area on the Server allocated by us to you for use by you as a site on the Internet.

2. Domain Name Registration

2.1 We make no representation that the domain name you wish to register is capable of being registered by or for you or that it will be registered in your name. You should therefore not assume registration of your requested domain name(s) until you have been notified that it has or they have been registered. Any action taken by you before such notification is at your risk;
2.2 The registration and use of your domain name is subject to the terms and conditions of use applied by the relevant naming authority; you shall ensure that you are aware of those terms and conditions and that you comply with them. You shall have no right to bring any claim against us in respect of refusal to register a domain name. Any services or administration charge paid by you to us shall be non-refundable notwithstanding refusal by the naming authority to register your desired name;

2.3 We shall have no liability in respect of the use by you of any domain name; any dispute between you and any other person must be resolved between the parties concerned in such dispute. If any such dispute arises, we shall be entitled, at our discretion and without giving any reason, to withhold, suspend or cancel the domain name. We shall also be entitled to make representations to the relevant naming authority but will not be obliged to take part in any such dispute;
2.4 We shall not release any domain to another provider unless full payment for that domain has been received by us;

2.5 Exec Express will route existing TCP/IP addresses that were previously assigned to the Customer only if those addresses were assigned to the Customer directly and not through another Internet Service Provider. Exec Express will not be held responsible if other Internet Service Providers refuse to accept these addresses. Exec Express shall assign new or additional TCP/IP addresses as requested by the Customer upon being provided with satisfactory documentation justifying the need for those addresses. The documentation must be in accordance with the policies set forth by RIPE. In certain circumstances it may be necessary for TCP/IP addresses to be approved by RIPE, and in such cases Exec Express shall not be responsible for any decision made by RIPE. When Exec Express assigns addresses to the Customer, those addresses are assigned only for the duration of the Service and become invalid at such time as Exec Express no longer provides the Service to the Customer. A temporary extension (usually 30 days from the end of the Services) may be made at Exec Express’s sole discretion. After termination or after such period (if any) those addresses may be reassigned to other Customers by Exec Express. If the Customer wishes to apply for addresses that will subsist beyond the duration of the Service, it must do so directly to RIPE. Any decision by RIPE or by another Internet Service Provider relating to TCP/IP addresses is the responsibility of RIPE or of that other Internet Service Provider and Exec Express accepts no responsibility for any such decision.

3. Web Site Hosting and E-mail

3.1 Improper Use. The Customer shall ensure that nothing is transmitted by or on behalf of the Customer or using the Customer’s equipment through the Service or down-loaded in violation of any UK or international law, regulation or treaty or Exec Express’s Rules or in breach of the intellectual property rights of any person. The Customer shall fully and effectually indemnify Exec Express from and against all loss, liability, damages, costs and expenses which Exec Express may incur in relation to any breach by the Customer of its obligations under this Clause The Customer acknowledges that, by the nature of the Service being provided, information and material downloaded or used by the Customer will be kept, whether permanently or temporarily on Exec Express’s equipment. The Customer shall at all times ensure that such information and material complies with the laws of all applicable jurisdictions and shall keep Exec Express fully and effectually indemnified from and against all costs, claims, liabilities and demands relating to or arising from:

(a) any breach by the Customer of this clause 3.1 ; or

(b) any criminal or civil legal action brought against Exec Express as a result of Exec Express’s storage of such information or material. A breach of this clause will also be grounds for Exec Express to terminate this Agreement without notice and with immediate effect, at Exec Express’s discretion.

3.2 Offending Material. Without prejudice to any other right, Exec Express shall be entitled to disable the Service or any part of it immediately and without notice or to take such action as it may in its discretion think appropriate to ensure that any material which Exec Express in its discretion considers to offend the principles set out in Clause 3.1 is not capable of being transmitted or down-loaded. Exec Express shall not however be obligated to take, or consider whether it should take, any such action.

3.3 Customer-Only Traffic. The right to use the Service is limited to the Customer, and those members of its staff and others engaged by the Customer to perform work for the Customer.

3.4 International Bandwidth. The Customer acknowledges that Exec Express has no direct control over the availability of bandwidth over the entirety of the Internet and that while it will use such endeavours as Exec Express, in its absolute discretion deems appropriate to facilitate the Service at all times, Exec Express shall not be responsible for delays caused by overuse of or lack of such bandwidth.
3.5. We make no representation and give no warranty as to the accuracy or quality of information received by any person via the Server and we shall have no liability for any loss or damage to any data stored on the Server;
3.6. You should effect and maintain adequate insurance cover in respect of any loss or damage to data stored on the Server;
3.7 You represent, undertake and warrant to us that you will use the Web Site allocated to you only for lawful purposes. In particular, you represent, warrant and undertake to us that;
3.7.1 you will not use the Server in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will you authorise or permit any other person to do so;
3.7.2 you will not post, link to or transmit
(a) any material which is unlawful, threatening, abusive, malicious, defamatory, obscene, pornographic, blasphemous, profane or otherwise objectionable in any way;
(b) any material containing a virus or other hostile computer program;
(c) any material which constitutes, or encourages the commission of, a criminal offence or which infringes any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction;
3.8 You shall keep secure any identification, password and other confidential information relating to your account and shall notify us immediately of any known or suspected unauthorised use of your account or breach of security, including loss, theft or unauthorised disclosure of your password or other security information;
3.9 You shall observe the procedures which we may from time to time prescribe and shall make no use of the Server which is detrimental to our other customers;
3.10 You shall procure that all mail is sent in accordance with applicable legislation (including data protection legislation) and a secure manner;
3.11 In the case of an individual User, you warrant that you are at least 18 years of age and if the User is a company, you warrant that the Services will not be used by anyone under the age of 18 years;
3.12 Any access to other networks connected to Exec Express must comply with the rules appropriate for those other networks;

3.13 While we will use every reasonable endeavour to ensure the integrity and security of the Server, due to the nature of the issue we are unable to guarantee that the Server will be free from unauthorised users or hackers and we shall be under no liability for non-receipt or misrouting of email or for any other failure of email.

4. Strategic Partners and Preferred Suppliers Terms and Conditions

4.1 If you are or become a partner or preferred supplier of our Services you will continue to be bound by these terms and conditions; you will be responsible for ensuring that your customers are bound by terms and conditions that adequately reflect and give effect to these;
4.2 You shall not incur or purport to incur on our behalf any liability nor in any way pledge or purport to pledge our credit or to make any contract binding on us;
4.3 No default by your customers shall in any way affect, modify or limit your obligations under this Agreement;

4.4 All Strategic Partners, Preferred Suppliers, Agents, Representatives, and Sub-Contractors will also be bound by the terms and conditions of our Mutual Confidentiality Agreement and clause 27.

5. Service Availability

5.1 We shall use our reasonable endeavours to make available to you at all times the Server and the Services but we shall not, in any event, be liable for interruptions of Service or down-time of the Server;
5.2 We shall have the right to suspend the Services at any time and for any reason, generally without notice, but if such suspension lasts for more than 30 days you will be notified of the reason;
5.3 The Services provided to you hereunder and your account with us cannot be transferred or used by anyone other than you. No more than one log-in session under any one account may be used at any time by you. If you have multiple accounts, you are limited to one login session per system account at any time; user programs may be run only during log-in sessions. If your account is found to have been transferred to another party, or shows other activity in breach of this sub clause, we shall have the right to cancel the account and terminate the Services and/or this Agreement immediately.

6. Customer Equipment and Network

6.1 The Customer agrees that it will have available by the date on which the circuit is provisioned at the Customer premises all necessary Customer equipment for which is it responsible, including the router, to allow an effective installation.

6.2 Subject to clause 6.3, it is the sole responsibility of the Customer and not that of Exec Express to provide security with respect to any of the Customer’s facilities or the facilities of

others. The Customer shall be solely responsible for establishing and maintaining user-access security and network access.

6.3 Where Exec Express constructs an intranet service for the Customer as part of the Service, Exec Express warrants that it will exercise reasonable skill and care in doing so.

7. Exec Express Equipment and Software Solutions

The Customer is responsible for any Exec Express equipment located at its premises and will only use the Exec Express equipment and any associated software in accordance with any instructions and/or software license provided from time to time. The Customer may not add to, modify or in any way interfere with the Exec Express equipment and Exec Express will not be liable for any repairs of the Exec Express equipment other than those arising as a result of normal and proper use of it. The Customer will insure any Exec Express equipment located on its premises from all risks equal to the full replacement value of the equipment.

8. Historical Archive and Backup

While Exec Express backs up its server computers as a regular part of its internal systems administration, Exec Express does not guarantee any storage or backup of Customer data.  

9. Additional Services Terms

9.1 To provide our services neither Exec Express personnel nor equipment may be required by the Customer to be present at any time on the Customer’s premises in providing the Service. If the Customer requests Exec Express personnel to assist them on-site for any reason, an additional fee shall be payable to Exec Express.

9.2 Customer provided Equipment. To enable Exec Express to provide the Services, the Customer agrees to abide by Exec Express’s recommendations and specifications regarding the existence, configuration and maintenance equipment used by the Customer (if any), the software used by the Customer and cabling required to integrate the Customer’s host or local area network (LAN) into Exec Express’s wide area network (WAN). The Customer’s equipment must comply with the relevant portions of such recommendations and specifications.

9.3 Such recommendations and specifications, if any, are given solely for the integration and protection of Exec Express’s equipment and not the Customer’s. The Customer may not therefore rely upon such recommendations and specifications in the design, maintenance or service of the Customer’s equipment or systems that are supplied by other parties.

9.4 Support. Exec Express’s customer service group will provide reasonable telephone support on problems experienced by the Customer relating to the Service. Requests for advice and assistance can be sent by e-mail to support@e-exec.co.uk.

10. Network Infrastruture

From time to time Exec Express may upgrade its network infrastructure. This may require the Customer to upgrade its equipment if the Service is to be continued. In that event, the Customer agrees to make within thirty (30) days such reasonable upgrades to its hardware or software as Exec Express’s technical staff may from time to time reasonably specify by written notice to the Customer. Exec Express shall not be responsible for degradation of or disruption to the Service if the Customer does not make the upgrade required.

11. Service Level

If there is a failure in Exec Express’s point-of-presence (POP) because Exec Express’s equipment fails or because circuits between POPs fail (or if there is any failure of the network of Exec Express, except where any such failure is wholly or partly due to an Event of Force Majeure, or during scheduled network maintenance and in any such case this failure results in the disruption of the Service, then the following adjustments will be made: if after four (4) hours Exec Express does not have an alternative Exec Express dialup packet access point available for the Customer, Exec Express will provide an additional Service day to the Customer beyond the then current service term for each calendar day or portion thereof of such disruption in the Service. To be eligible, the Customer must apply to Exec Express by email to support@-exec.co.uk for this remedy within a reasonable time (and in any case no longer than thirty (30) days) after the failure. This shall be the sole remedy available to the Customer for service disruptions.

12. Retermination of Circuit

If the Customer considers it necessary to reterminate the circuit, the Customer shall be responsible for all associated costs. Exec Express will not be responsible for any disruption to the Service attributable to the retermination.

13. Payment

13.1 All payments must be in UK Pounds Sterling. If your cheque is returned by the bank as unpaid for any reason, you will be liable for a "returned cheque" charge of £100;
13.2 All charges payable by you for the Services shall be in accordance with our written estimates and for web, e-mail, and internet services shall be due and payable in advance of our service provision. Charges are exclusive of 'Value Added Tax' which shall be paid additionally by you at the rate prescribed by law on submission by us of a proper VAT invoice;
13.3 Without prejudice to our other rights and remedies under this Agreement, if any sum payable is not paid on or before the due date, we shall be entitled forthwith to suspend the provision of Services to you.

14. Intellectual Property Rights

You shall obtain any and all necessary consents and clearances to enable you lawfully to make use of all and any intellectual property rights through the Services, including without limitation, clearance and/or consents in respect of your proposed domain name, artwork, design, photographs, images, trade marks, copyright or any other infringements.

15. Indemnity

You shall indemnify us and keep us indemnified and hold us harmless from and against any breach by you of these terms of business and any claim brought against us by a third party resulting from the provision of Services by us to you and your use of the Services and the Server including, without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable legal costs and expenses), howsoever suffered or incurred by us in consequences of your breach or non-observance of this Agreement.

16. Termination

Without in any way limiting our rights under subclause 3.3
16.1 if you fail to pay any sums due to us as they fall due, we may suspend the Services and/or terminate this Agreement forthwith without notice to you;
16.2 if you break any of these terms and conditions and you fail to correct the breach within thirty (30) days following written notice from us specifying the breach, we may terminate this Agreement forthwith upon written notice;
16.3 if you are a company and you go into insolvent liquidation or suffer the appointment of an administrator or administrative receiver or enter into a voluntary arrangement with your creditors, we shall be entitled to terminate this Agreement forthwith without notice to you;
16.4 on termination of this Agreement or suspension of the Services we shall be entitled immediately to block your Web Site and to remove all data located on it. We shall be entitled to delete all such data but we may, at our discretion, hold such data for such period as we may decide to allow you to collect it at your expense, subject to payment in full of any amounts withstanding and payable to us. We shall further be entitled to post such notice in respect of the non-availability of your Web Site as we think fit.

17. Limitation of Liability

17.1 All conditions, terms, representations and warranties relating to the Services supplied under this Agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded;
17.2 Nothing in these terms and conditions shall exclude our liability for death or personal injury resulting from our negligence;
17.3 Our total aggregate liability to you for any claim in contract, tort, negligence or otherwise arising out of or in connection with the provision of the Services shall be limited to the charges paid by you in respect of the Services which are the subject of any such claim;
17.4 In any event no claim shall be brought unless you have notified us of the claim within one year of it arising;
17.5 In no event shall we be liable to you for any loss of business, contracts, profits or anticipated savings or for any other indirect or consequential or economic loss whatsoever.

18. Notices

Any notice to be given by either party to the other may be sent by either email, fax or recorded delivery to the address of the other party as appearing in this Agreement or ancillary application forms or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent by fax shall be deemed to be served on receipt of an error free transmission report, or if sent by recorded delivery shall be deemed to be served two days following the date of posting.

19. Law

This Agreement shall be governed by and construed in accordance with English law, and you hereby submit to the application of English law and the jurisdiction of the courts of England.

20. Headings

Headings are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.

21. Invalidity

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will remain in full force and effect.

22.  Assignment

The Customer may not sell, transfer or assign its rights or obligations under this Agreement without Exec Express’s written consent. No such assignment, even if consented to, shall relieve the Customer of its obligations under this Agreement prior to the date of the assignment.

23. Waiver

The waiver or failure of Exec Express to exercise any right provided for in this Agreement shall not be deemed a waiver of that or any other right in this Agreement.

24. Capacity

Both parties acknowledge that they have read and understood this Agreement and agree to be bound by its terms.

25. Force Majeure

Neither party shall be liable for any breach of this Agreement due to any cause beyond its reasonable control (save an obligation in respect of the payment of monies) including but not limited to Acts of God, inclement weather, flood, lightening or fire, industrial action, act or omission of government, or other competent authority, riot, war or act or omission of any other party for whom that party is not responsible (“an Event of Force Majeure.”).

26. Confidentiality  

Each party will at all times keep confidential and will not disclose without the prior written consent of the other any business or other confidential information of the other party or use any such information other than for the purposes contemplated by this Agreement (except that each party may disclose such information to those of its employees, agents and sub-contractors who need to know the same for such purpose and under conditions of confidentiality non-disclosure and non-use equivalent to those imposed on the parties by this Clause). These obligations of confidentiality, non-disclosure and non-use do not apply to any information which is publicly available through no fault of the party disclosing or using the information, or which was known to that party before receipt from the other party, or received from another source without obligation as to confidentiality, or which is required to be disclosed by law or by a regulating authority.

27. Data Protection and International Privacy

We maintain and publish our own Data Protection and/or Privacy Policy. We would expect all our users, clients and customers to respect that policy and any associated legislation accordingly. This also applies to all Strategic Partners, Preferred Suppliers, Agents, Representatives, and Sub-Contractors.

28. Entire Agreement

Unless otherwise provided for, this Agreement represents the complete agreement and Understandings of the parties as to its subject matter, and supersedes any other agreement or understanding, written or oral. If there is any conflict between the Order Form, written estimate and the Exec Express terms, these terms shall take precedence. This Agreement may be modified only in writing signed by an authorised representative of the Customer and an authorised representative of Exec Express.

If you have any questions arising from the Terms and Conditions above, please contact:

E-mail: legal@e-exec.co.uk

Exec Express Ltd             Company Regn No 3819363

Trading as exec express, e-exec, autoexec, e-engineering

Terms and Conditions             Dated 1st October 1999

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