Master Services Agreement
This Master Services Agreement (the "Agreement") is entered into on the date that
the service was ordered ("the Effective Date") by and between the client identified
below and IntoNET Technology Ltd ("IntoNET Technology") of 22 Sycamore Way Diss
Norfolk IP22 4ZD England, and describes the terms and conditions by which IntoNET
Technology shall provide certain Services to client. The partners agree as follows:
1. PURPOSE OF AGREEMENT.
Under this Agreement IntoNET Technology provides Internet connectivity services
(the "Bandwidth"), the equipment (the "Hardware") (except for co-location services),
the availability of space to store and operate such Hardware ("Space") and the licensing
of software (the "Software"), together comprising the dedicated server package under
this Agreement (together, the "Services").
2. SERVICE ORDERS.
2.1. Orders. Client may issue one or more service orders describing the Bandwidth,
Hardware, Space and Software that client desires ("Service Order"). Each Service
Order will set forth the prices, initial Terms of Services and other information
required in the Service Order form. No Service Order shall be effective until accepted
by IntoNET Technology. The terms of this Agreement and the Service Order shall supersede
the terms on any order form or purchase order from client.
2.2. Cancellation. Cancellations must be made in writing, on letter headed notepaper
and faxed/posted to us, or by email to firstname.lastname@example.org.
2.3. IP Addresses. IntoNET Technology may assign on a temporary basis a reasonable
number of Internet Protocol Addresses ("IP Addresses") from the address space assigned
to IntoNET Technology by the RIPE. The client acknowledges that the IP Addresses
are the sole property of IntoNET Technology, and are assigned to client as part
of the Services, and are not portable as such term is used by the RIPE. IntoNET
Technology reserves the right to change the IP Address assignments at any time.
IntoNET Technology shall use reasonable efforts to reduce disruption to client resulting
from such changes, and shall give client reasonable notice of changes. Client agrees
that it will have no right to IP Addresses upon termination of this Agreement, and
that any change required of client after termination shall be the sole responsibility
3. SOFTWARE LICENSE AND RIGHTS
3.1 Software License. During the term of a Service Order, IntoNET Technology grants
client a non-transferable, nonexclusive license to use the Software, in object code
form only, for its internal needs, solely on the Hardware provided, and in conjunction
with the Services.
3.2 Software License Restrictions. Client agrees that it will not itself (or through
3.2.1 copy the Software, except as is necessary to install on Hardware and for internal,
archive purposes. In the event client makes any copies of the Software, client shall
reproduce all proprietary notices on such copies;
3.2.2 reverse engineer, decompile, disassemble or otherwise attempt to derive source
code from the Software;
3.2.3 sell, lease, license, transfer or sublicense the Software or the documentation;
3.2.4 write or develop any derivative or other software programs, based, in whole
or in part, upon the Software or any Confidential Information (as defined in Section
3.2.5 use the Software to provide processing services to third parties, or otherwise
use the Software on a service bureau basis.
3.3 Proprietary Rights. This Agreement transfers to client neither title nor any
intellectual property rights to the Software, Hardware, documentation, or any copyrights,
patents or trademarks, embodied or used in connection therewith, except for the
limited license to use in Sections 3.1 and 3.2.
4. USER CONTENT AND CONDUCT. Client is solely responsible for the content of any
postings, data or transmissions using the Services (the "Content"), or any other
use of the Services by client or by any person or entity client permits to access
the Services (a "User"). Client represents and warrants that neither it nor any
User will use the services for unlawful purposes (including, without limitation,
infringement of copyright or trademark, misappropriation of trade secrets, wire
fraud, invasion of privacy, pornography, obscenity, defamation, and illegal use,
transportation or sale of tobacco, controlled substances and firearms), or to interfere
with, or disrupt, other network users, network services or network equipment. Disruptions
include, without limitation, distribution of unsolicited advertising or chain letters,
repeated harassment of other network users, wrongly impersonating another user,
falsifying one's network identity for improper or illegal purposes, sending unsolicited
mass e-mailings, propagation of computer viruses, and using the network to make
unauthorised entry to any other machine accessible location, via the network. If
IntoNET Technology has reasonable grounds to believe that client or a User is utilising
the Services for any such illegal or disruptive purpose, IntoNET Technology may
suspend or terminate Services immediately, without prior notice to client. Client
shall defend, indemnify, hold harmless IntoNET Technology from and against all liabilities
and costs (including reasonable attorneys' fees and litigation expenses) from any
and all claims by any person arising out of client's use of the Services, including
those without consent.
5. PRICING AND PAYMENT TERMS.
5.1 Payment Terms. The total initial cost, plus the first billing period of service
is due at the commencement of the contract. IntoNET Technology shall establish the
recurring billing date.
5.2 Terminations and Collection. Accounts that are past due by more then seven (7)
calendar days, are subject to immediate interruption of all service(s) either by
disabling telnet/ftp access and/or disabling the connection to the server. In the
event of disconnections, a £25.00 reinstatement fee will apply to reactivate the
service, in addition to full payment of the balance due on the account. In addition,
all accounts that have not been paid in full after fourteen (14) calendar days will
be sent to a debt collection agency. All accounting issues should be addressed to
5.3 Price Increases. IntoNET Technology shall not increase the prices for Services
during the initial term of any Service Order, but may thereafter change prices,
upon thirty (30) days written notice.
6. MAINTENANCE AND SUPPORT.
6.1 Ordering Maintenance and Support. IntoNET Technology shall provide client with
maintenance and support of the Hardware, if Maintenance and Support are specified
in the Service Order.
6.2 Exclusions. 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 IntoNET Technology or its
authorised representatives; or (b) programs or hardware supplied by client.
6.3 Client's Duties. Client shall document and promptly report all errors or malfunctions
of the Hardware or Software to IntoNET Technology. 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 IntoNET Technology.
Client shall maintain a current archive copy of all Software and data. Client shall
properly train its personnel in the use of the Hardware and Software.
6.4 Backup of data. Use of the service is at the Clients sole risk. IntoNET Technology
is not responsible for files and data residing on Clients account. Client agrees
to take full responsibility for files and data transferred and to maintain appropriate
backups of files and data stored on IntoNET Technology servers.
7. TERM AND TERMINATION.
7.1 Term. The term of this Agreement shall commence on the Effective Date and continue
for a period of not less than one (1) month.
7.2 Termination Upon Default. As provided in Section 5.2, termination for non-payment
by client shall occur when payments are not made within seven (7) days of the due
date. Termination for other defaults by either party shall occur if the breaching
party fails to correct the default within seven (7) days of written notice. At its
election, IntoNET Technology may terminate separately those services that are billed
separately by IntoNET Technology.
7.3 Effect of Termination. The provisions of Sections 2.3, 3.1, 3.2, 3.3, 9, 10
and 11 shall survive termination of this Agreement. All other rights and obligations
of the parties shall cease upon termination of this Agreement. The term of any license
granted hereunder shall expire upon expiration or termination of this Agreement.
8. CONFIDENTIAL INFORMATION. Confidential Information shall mean all information
identified by a party ("Disclosing Party") to the other party ("Receiving Party"),
which, if in writing, labelled as confidential, or if disclosed orally, is reduced
to writing within fifteen (15) days, and labelled as confidential. Confidential
Information shall remain the sole property of the Disclosing Party. Except for the
specific rights granted by this agreement, the Receiving Party shall not use any
Confidential Information of Disclosing Party for its own account. Receiving Party
shall use reasonable care to protect Disclosing Party's Confidential Information.
Receiving Party shall not disclose Confidential Information to any third party without
the written consent of Disclosing Party (except to consultants who are bound by
a written agreement with Receiving Party to maintain confidentiality). Confidential
Information shall exclude information (i) available to the public other than by
a breach of this Agreement; (ii) rightfully received from a third party not in breach
of an obligation of confidentiality; (iii) independently developed by Receiving
Party without access to Confidential (iii) independently developed by Receiving
Party without access to Confidential information; (iv) known to Receiving Party
at the time of disclosure; or (v) produced in compliance with a court order. Disclosing
Party shall give reasonable notice of such order to permit a limiting of such production.
Receiving Party agrees to cease using all Confidential Information, and to promptly
return such Confidential Information to Disclosing Party upon request.
9. LIMITATION OF LIABILITY. IntoNET Technology's liability for all claims
arising out of this Agreement shall be limited to the amount of fees paid by client
to IntoNET Technology under this Agreement within one year of the date client contends
its claim arose. In no event shall IntoNET Technology be liable for any loss of
data, loss of profits, cost of cover, or other special, incidental, consequential,
indirect or punitive damages arising from this Agreement, however caused and regardless
of theory of liability. This limitation will apply even if IntoNET Technology has
been advised of, or is aware of, the possibility of such damages.
10. DISCLAIMER OF WARRANTIES. IntoNET Technology specifically disclaims all
implied warranties, including but not limited to, the implied warranties of merchantability,
fitness for a particular purpose and non-infringement of the system or services
provided by IntoNET Technology.
11.1. Independent Contractor. The relationship of IntoNET Technology and client
under this Agreement is that of independent contractors and not partners, joint
venturers, or co-owners as participants. Neither party has authority to contract
for or bind the other, except as expressly stated in this Agreement.
11.2 Notices. Any notice hereunder shall be in writing and shall be given by registered,
certified or Express mail, or reliable overnight courier addressed to the addresses
in this Agreement. Notice shall be deemed to be given upon the earlier of actual
receipt or three (3) days after it has been sent, properly addressed and with postage
prepaid. Either party may change its address for notice by means of notice to the
other party given in accordance with this Section.
11.3 Assignment. Client may not assign this Agreement, in whole or in part, either
voluntarily or by operation of law, and any attempt to do so shall be a default
of this Agreement.
11.4 Governing Law and Forum. This Agreement shall be interpreted according to the
laws of the United Kingdom.
11.5 Advertising. IntoNET Technology may include client's name and web site address
in directories of IntoNET Technology service subscribers for the purpose promoting
the use of the Services by clients. IntoNET Technology is not authorised to use
client's name or other identifying information in any other advertising or promotional
materials, without the prior written consent of client.
11.6 Indemnification. Client agrees to indemnify and hold IntoNET Technology harmless
from any and all claims, losses, damages, liabilities, judgments, or settlements,
including reasonable attorney's fees, costs, and expenses incurred by IntoNET Technology
as a result of any breach of the Agreement by client. Client and IntoNET Technology
will promptly notify each other upon receipt of any third party claim or legal action
arising out of this Agreement.
11.7 Entire Agreement and Waiver. This Agreement, the Service Orders, and IntoNET
Technology's web site content relating to Guarantee and Cancellation Policies shall
constitute the entire agreement between IntoNET Technology and client with respect
to the subject matter hereof. All prior agreements, representations, and statements
with respect to such subject matter are superseded. Any failure of either party
to exercise or enforce its rights under this Agreement shall not act as a waiver
of subsequent breaches.
11.8 Severability. In the event any provision of this Agreement is determined to
be unenforceable in full, that provision will be enforced to the maximum extent
permissible under applicable law, and the other provisions of this Agreement will
remain in full force and effect.
11.9 Non-Solicitation. During the term of this Agreement and for a period of one
(1) year thereafter, client shall not solicit or hire the services of any employee
or subcontractor of IntoNET Technology, without the prior written consent of IntoNET
11.10 Substitution. IntoNET Technology may substitute, change or modify the Software
or Hardware at any time, but shall not thereby substantially alter the technical
parameters of the Services.
11.11 Excess Bandwidth. IntoNET Technology will impose a charge of £5.00p + VAT
per gigabyte (GB) of data transferred over and above the monthly bandwidth limit,
where such limit exists, as stated in the Service Order.
11.12 Prohibited content. IntoNET Technology prohibits the installation of IRC servers
and storage of warez, cracks or any other means of infringing copyright of any kind
on our network. Any such servers or files found would be removed without notice
and at the discretion of IntoNET Technology, may result in termination of this Agreement.
No monies paid will be refunded should this Agreement be terminated through breach
of this condition.