Terms and Conditions

Standard Trading Terms of Community Network Services Limited

Community Network Services Limited ("CNS") provide all Services subject to these Standard Trading Terms. The Customer's attention is drawn to the limits and exclusions of liability within these Standard Trading Terms. It is recommended that the Customer takes out insurance to cover losses which might arise in relation to the Services.

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1. Definitions

1.1 "Agreement" shall mean the agreement for the provision of Services which is reached between CNS and the Customer and is subject to these Standard Trading Terms.

1.2 "Charges" shall mean all and any monies of whatever nature payable by the Customer to CNS.

1.3 "CNS" shall mean Community Network Services Limited.

1.4 "CNS Equipment" shall mean any equipment used by CNS in the provision of the Services or supplied by CNS to the Customer for the purposes of providing the Services.

1.5 "CNS Software" shall mean any software supplied by CNS (whether developed by CNS or by any third party) for the purposes of the Services.

1.6 "Commencement Date" shall mean the date stated in the Service Schedule as the date upon which CNS is to commence provision of the Services.

1.7 "Customer" shall mean any Person at whose request CNS provides the Services.

1.8 "Person" shall mean any person, whether a natural person, body corporate, partnership, limited liability partnership, unincorporated association, similar undertaking or otherwise.

1.9 "Services" shall mean any services provided by CNS to the Customer at the Customer's request whether such Services be gratuitous or not.

1.10 "Service Schedule" shall mean the schedule identified on its face there as and setting out the specific Services to be supplied to the Customer, the Charges and other such information.

2. Application

2.1 All Services supplied by CNS shall be subject to these Standard Trading Terms.

2.2 These Standard Trading Terms shall prevail over any conditions or terms specified in the Customer's purchase order. There shall be no variation to these Standard Trading Terms unless it is agreed in writing and signed by a director of CNS and the Customer.

2.3 If the Services provided are subject to any compulsorily applicable law, legislation, regulations or directives, these Standard Trading Terms shall, in relation to such Services, be read subject to such law, legislation, regulations or directives.

2.4 Insofar as any clause or sub-clause of these Standard Trading Terms is held by a court or other tribunal to be contrary to any compulsorily applicable legislation, regulation or directive or otherwise judged by a court or tribunal to be unlawful, void or unenforceable such clause or sub-clause shall, to the extent necessary, be severed from these Standard Trading Terms and rendered ineffective as far as possible without modifying or otherwise affecting the remaining provisions of these Standard Trading Terms.

2.5 Nothing in these Standard Trading Terms shall prejudice or be considered as a waiver or surrender by CNS of any of its rights or immunities or as an increase of any of its responsibilities or liabilities under any compulsorily applicable law, legislation, regulations or directives.

2.6 In these Standard Trading Terms, except when it is inconsistent with the context: (a) any reference to the plural includes the singular and vice versa; (b) any reference to one gender includes all genders; (c) any reference to a clause or sub-clause is a reference to a clause or sub-clause of these Standard Trading Terms; (d) the headings are inserted for convenience only and shall not affect the construction and interpretation of these Standard Trading Terms.

2.7 Unless otherwise expressed in writing in the Agreement, for the purposes of the Contracts (Rights of Third Parties) Act 1999 the Agreement and these Standard Trading Terms are not intended to and do not give any person who is not a party to the Agreement any right to enforce any of the provisions of the Agreement or these Standard Trading Terms.

2.8 The terms of the Agreement shall be set out in these Standard Trading Terms and the terms of the Service Schedule. In the event of a conflict or inconsistency between the terms of the Service Schedule and these Standard Trading Terms, the terms of the Service Schedule shall prevail.

2.9 Unless otherwise expressly stated in the Service Schedule, the Customer may not assign (whether at law or in equity) charge, encumber or otherwise deal with the Agreement or any rights arising from or in relation thereto without the prior written agreement of CNS.

2.10 Any notice or other document required to be given under the Agreement shall be in writing and be deemed to be duly given if left at or sent by pre-paid registered or recorded delivery post or by facsimile transmission or by electronic mail to the address or facsimile number of the party receiving the notice as set out in the Service Schedule. Any such notice shall be deemed to be given to and received by the addressee: (a) at the time the same is left at the address of or handed to a representative of the party to be served; (b) if by post, on the day (not being a Sunday or public holiday) 2 days following the date of posting; (c) in the case of facsimile or electronic mail, on the next working day.

3. Services

3.1 In consideration of payment of the Charges, CNS shall provide the Services to the Customer.

3.2 CNS shall provide the Services using all reasonable skill and care.

3.3 CNS shall use reasonable endeavours to provide the Services within any periods agreed in the Service Schedule. However, CNS can give no undertakings as to: (a) the Services beginning on the Commencement Date; (b) the completion of any Services by or before any date or time; (c) the time taken to provide or complete any Services.

3.4 Insofar as CNS supplies any CNS Equipment for or in relation to the provision of the Services, CNS shall use reasonable endeavours to check that such CNS Equipment is in good working order prior to the supply thereof.

3.5 If, during the provision of the Services, the CNS Equipment remains in the possession and custody of CNS, CNS shall be responsible for maintaining or arranging the maintenance of such CNS Equipment .

3.6 If, during the provision of the Services, the CNS Equipment is in the possession of the Customer, its agents or employees, the Customer shall be responsible for maintaining or arranging the maintenance of such CNS Equipment.

3.7 Insofar as CNS supplies any CNS Equipment for the provision of the Services, CNS reserves the right to make any changes or modifications to the CNS Equipment as specified in any quote, order, Service Schedule or as otherwise agreed between CNS and the Customer in order to comply with any statutory or regulatory requirements which apply in relation to the Services.

3.8 All CNS Equipment shall at all times remain the property of CNS.

3.9 CNS Shall be at liberty to subcontract all or any part of the Services on any terms whatsoever.

3.10 CNS shall, in its absolute discretion, decide on the means or method by which the Services shall be provided.

3.11 CNS may at any time and without notice to the Customer comply with any orders, direction, requests, advice or recommendations made or given by HMRC, the police, any court, governmental authority, port authority or any other duly constituted legal or administrative authority or body. CNS shall be under no liability whatsoever for any losses of whatever nature arising from or in relation to such compliance.

3.12 CNS shall be entitled to postpone the Commencement Date if and to the extent that the provision of the Services is delayed by: (a) delay of approval or any other delay by or caused by HMRC, any court or any other authority or similar governmental or administrative body; (b) any act or default of the Customer or any breach by the Customer of any of the terms of these Standard Trading Terms; (c) any matter whatsoever beyond the control of CNS.

3.13 CNS shall be responsible for taking all reasonable precautions to ensure that its information technology systems employ sufficient detection and antidote software to avoid known viruses or similar damaging, corrupting or malicious software or other content.

3.14 If the Customer notifies CNS of any faults, errors, defects or other problems in any CNS Equipment or CNS Software of which the Customer becomes aware in accordance with clause 4.15, CNS warrants that it will, at the expense of CNS, take all reasonable steps to rectify such faults, errors, defects or other problems as soon as reasonably practicable.

3.15 The warranty in clause 3.14 is conditional upon the Customer complying with its obligations and warranties in the Agreement and these Standard Trading Terms. The warranty shall not apply if the faults, errors, defects or other problems are caused (whether wholly or partly) by: (a) acts or omissions of the Customer; (b) the Customer's breach of any of its obligations and warranties in the Agreement or these Standard Trading Terms; (c) use of CNS Software or CNS Equipment with other software or equipment with which it is incompatible; (d) any modification, repair or other alteration of the CNS Software or CNS Equipment by the Customer or the agents or employees of the Customer.

3.16 CNS shall be entitled to temporarily suspend the provision of the Services: (a) to test or maintain any systems, equipment or software used in the provision of the Services; (b) to make any changes or upgrades to the systems, equipment, premises or software used in the provision of the Services which CNS, in its discretion, considers to be appropriate to maintain the efficient provision of the Services; (c) to prevent damage, corruption or unauthorised access to any systems, equipment, premises or software (whether used in the provision of the Services or not).

3.17 CNS shall not be liable for any loss of whatever nature arising from or in relation to a temporary suspension of Services in accordance with clause 3.16 above provided that: (a) where reasonably practicable, CNS shall use reasonable endeavours to provide the Customer with prior written notice of the proposed suspension; and (b) the suspension shall be limited in time to the period reasonably required by CNS in accordance with clause 3.16.

3.18 To the extent permitted by law, CNS: (a) disclaims all other warranties which are not expressly set out in these Standard Trading Terms with respect to the Services, CNS Software and CNS Equipment including any express or implied warranties relating to quality, fitness for any particular purpose or ability to achieve a particular result; (b) does not give any warranty or undertake any responsibility in respect of any software or equipment supplied by any third party, whether or not such software may have been recommended or suggested by CNS.

4. Customer's Undertakings

4.1 The Customer shall provide to CNS free of charge: (a) all information, documentation and assistance as CNS might reasonably require to assist CNS in the provision of the Services; (b) such access to the premises of the Customer or the Customer's agents or employees at such times as CNS might reasonably require for the provision of the Services; (c) such access to the Customer's information technology, telephone, secretarial or other facilities as CNS might reasonably require for the provision of the Services.

4.2 Where CNS requires access to the premises of the Customer or the Customer's agents or employees, the Customer shall, at its own expense: (a) arrange all permits, licences, security clearances or other documentation necessary to ensure that CNS is granted access to the premises; and (b) be responsible for the comfort, safety and welfare of any employee or agent of CNS entering upon the premises.

4.3 Prior to the Commencement Date, the Customer shall ensure that it installs in good working condition any hardware, information technology, program or other equipment or software which the Customer is required or which is reasonably necessary to have installed in connection with the provision of the Services.

4.4 The Customer shall ensure that any hardware, information technology, program or other equipment or software which the Customer is required to have installed in connection with the provision of the Services is maintained by the Customer in good working order throughout the provision of the Services.

4.5 The Customer must not use, or permit to be used, the Services, or any CNS Equipment or CNS Software: (a) to send, knowingly receive, upload, download, use or re-use any information or material which is illegal, offensive, abusive, indecent, defamatory, obscene or menacing, or in breach of confidence, copyright, privacy or any other rights; (b) to cause annoyance, inconvenience or needless anxiety to any person; (c) to send or provide unsolicited advertising or promotional material or knowingly to receive responses to any unsolicited advertising or promotional material sent or provided by the Customer or any third party; (d) to send any virus or similar damaging, corrupting or malicious software or other content or for hacking or similar activity; (e) for any purpose which is illegal; (f) in any way which in CNS's opinion does or is likely to be detrimental to CNS's ability to use its own systems or to provide services to its other customers; or (g) for any other purpose of which CNS, in its discretion, does not or would not approve.

4.6 The Customer shall not interfere with the provision of the Services or permit others to interfere with the provision of the Services. If the Customer becomes aware of any attempt by any third party to interfere with the Services, the Customer shall immediately notify CNS.

4.7 The Customer shall ensure that it only uses or accesses the Services, the CNS Equipment and CNS Software in accordance with the current operating manuals issued and amended from time to time by CNS.

4.8 The Customer shall provide CNS with at least one month's written notice of its intention to: (a) vacate any premises to which the Services are supplied or from which the Services are accessed; (b) make any changes to the software or hardware used by the Customer in connection with the Services; (c) make any changes to the personnel accessing the Services; (d) make any other material alterations which may affect the Customer's use or CNS's provision of the Services.

4.9 Where the Customer cannot reasonably give the notice specified in clause 4.8 above, the Customer shall, nevertheless, provide CNS with as much notice as reasonably practicable.

4.10 The Customer shall take all reasonable care of any CNS Equipment, CNS Software or any other equipment, information or data which is in the care and custody of the Customer at any time.

4.11 If the Customer holds any data, passwords, pass codes, security data, badges, licences or similar information in relation to the Services, the Customer shall be absolutely responsible for the safekeeping of such data, passwords, pass codes, security data, badges, licences or similar information.

4.12 The Customer shall hold harmless and keep CNS indemnified from and against all liability, loss, damage, claims, demands, proceedings, penalties, fines, indemnities, costs and expenses of whatever nature incurred or suffered by CNS arising from or in relation to: (a) CNS acting in accordance with the Customer's instructions whether or not caused or contributed to directly or indirectly by any act, omission or default on the part of CNS, its employees or agents; or (b) any act, omission or default on the part of the Customer or any breach by the Customer of any of the warranties, terms or undertakings of the Agreement or these Standard Trading Terms.

4.13 In the event of a claim or proceedings which are likely to give rise to an indemnity in accordance with clause 4.12 above, CNS shall notify the Customer as soon as reasonable and keep the Customer advised of such claim or proceedings.

4.14 The Customer shall hold harmless and keep CNS indemnified from and against all liability, loss, damage, claims, demands, proceedings, penalties, indemnities, costs and expenses of whatever nature incurred or suffered by CNS whatsoever, howsoever arising and by whomsoever made or preferred, in excess of the liability of CNS under these Standard Trading Terms.

4.15 The Customer shall, as soon as reasonably practicable, notify CNS of any faults, errors, defects or other problems in any CNS Equipment or CNS Software of which the Customer becomes aware.

4.16 The Customer shall make, maintain and store back up copies of all and any data, records, documents, files or other information of whatever nature transmitted to CNS for the purposes of the Services.

4.17 The Customer shall be responsible for taking all reasonable precautions to ensure that its information technology systems employ sufficient detection and antidote software to avoid known viruses or similar damaging, corrupting or malicious software or other content.

5. Use and Supply of Software

5.1 If CNS suggests or recommends to the Customer the use or purchase of any software produced, owned or sold by any third party, whether such use or purchase is in connection with the Services or otherwise, CNS accepts no responsibility for the performance, use or suitability of the software. It is the sole responsibility of the Customer to assess the performance, use and suitability of the software with the party from whom the software is supplied.

5.2 The Customer shall ensure that it has all necessary licences, permits and permissions to use any software which it uses in connection with the Services.

5.3 Insofar as CNS supplies to the Customer any CNS Software and associated licences, CNS shall grant to the Customer a non-exclusive and nontransferable licence for the use of the CNS Software for the duration of the Services only and on such terms as CNS may determine in its absolute discretion.

5.4 The Customer undertakes to use the CNS Software: (a) only for the purposes of the Services and for no other purpose; (b) in accordance with the terms of any licence granted to the Customer, whether such licence is granted by CNS or any other party; (c) in accordance with the terms of any manual or other instructions which are supplied with the CNS Software and as may be updated from time to time.

5.5 The Customer shall not translate, modify or adapt the CNS Software for any purpose nor arrange or create derivative works based on the CNS Software without CNS's prior express written consent in each case.

5.6 The Customer shall not transfer or distribute (whether by licence, loan, rental, sale or otherwise) all or any part of the CNS Software to any other person.

5.7 The Customer shall not make for any purpose, including (without limitation) for error correction, any alterations, modifications, additions or enhancements to the CNS Software except as described in the Service Schedule nor permit the whole or any part of the CNS Software to be combined with or become incorporated in any other program without CNS's prior express written consent.