Our Terms & Conditions

Introduction

These Terms and Conditions including all sections and appendices (“Terms”) form part of our “Entire Agreement” with You. They explain what You can expect from Us and what We expect of You. Unless stated on Your Service Agreement You will also be bound by the terms and charges laid out below, so please read them carefully.

As we operate within regulated markets, it’s important we’re explicit about our services and terms. To assist, we have divided these Terms into clear sections, so you can find what you want, as quickly as possible.

The Entire Agreement is delivered into the following elements:

• Schedule One – General Terms
• Schedule Two – Data Processing Agreement (“DPA”)
• Schedule Three – Service Level Agreement (“SLA”) (Separate document to these Terms)
• Schedule Four – Acceptable Use Agreement
• Schedule Five – Services Agreement (Separate document to these Terms)

If You have any questions or queries, please do not hesitate to contact Us.

We look forward to a long and successful relationship with You.

Schedule One – General Terms and Conditions

1. Interpretation

1.1 These Terms and Conditions (“Terms”) are provided by Accesspoint Legal Services Ltd (“Accesspoint” “Provider” “Us” “We”) a company registered in England and Wales with registered number 07895552 whose registered address is 9 Perseverance Works, Kingsland Road, London, United Kingdom, E2 8DD.

1.2 These Terms form part of the Entire Agreement between Accesspoint and the organisation listed in Schedule Five.

1.3 The headings used in these Terms are for convenience only and shall have no effect upon the interpretation of this Agreement.

1.4 Words imparting the singular shall include the plural and vice versa.

1.5 References to any gender shall include any definable gender.

1.6 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

1.7 Unless the context otherwise requires, the following definitions and interpretations shall apply to these Terms and to any Entire Agreement entered:

• “Acceptable Use” shall mean the Acceptable Use Agreement in Schedule Four by which the Client is bound by
• “Appropriate Location” shall mean your office location (“Premises”) or a suitable location to provide remote delivery of Our services.
• “Actual Uptime” means the aggregate number of hours in any month during the Business Day in which the Services are functioning and available for use by the Client. The calculation for Actual Uptime shall be determined by the Provider based on its internal records; such calculation and supporting data to be made available to the Client on request.
• “Applicable Law” means the laws of England and Wales and any other laws or regulations, regulatory policies, guidelines or industry codes (whether national or international) which apply to the Client, the Provider, the Licensed Materials and / or the provision of the Services under this Agreement, in each case as in force from time to time;
• “Automation Tool” means a ‘WebCrawler’, ‘crawler, ‘spider’, ‘bot’, ‘API’ or any automated data interface or exchange, excluding Permitted Testing Software, or similar (and future) technology that is not expressly included in the Services;
• “Available Services” means the Services offered by Accesspoint from time to time;
• “Business Day” means, any 8 hours between the hours of 8am and 5pm (other than Saturday, Sunday or Bank Holiday) on which We or You are open for normal business in the United Kingdom;
• “Charges” the charges payable by You for the supply of the Services;
• “Change Request” means a written request for a change to the Providers Services;
• “Client” “You” “Your” means the receiver of the Deliverables as specified in Schedule Five from Accesspoint;
• “Client Equipment” means the equipment owned, rented or leased by the Client and used in relation to accessing the Services.
• “Commencement Date” means the date on which the Entire Agreement comes into force pursuant to Clause 3;
• “Confidential Information” means in relation to either party, all information (whether in oral or written form or recorded in any other medium) which is marked as confidential or would normally under the circumstances be considered confidential information, about or pertaining to the business affairs (including products, software, developments, trade secrets, know-how, processes, procedures (including security procedures), personal data, reinsurance arrangements, business and financial affairs, personnel or third party suppliers and similar information regarding its clients) of either party which is disclosed to the other party, its subcontractors or agents or any of their respective employees, or which is acquired by or otherwise comes to the knowledge of the other party or any entity, subcontractors or agents or any of their respective employees as a result of the performance of the parties’ respective obligations under the Entire Agreement;
• “Controller”, “Processor”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “Subject Access Request” “Processing” and “appropriate technical measures” shall have the meaning expressed in Pt 2 Ch1 of the Data Protection Act 2018 (DPA2018) and Article 4 of the General Data Protection Regulation (GDPR);
• “Data” means any data held by the Client and Processed by Accesspoint;
• “Data Protection Legislation” means any applicable law or regulation including but not limited to the Data Protection Act 2018 (“DPA2018”) and the General Data Protection Regulation (“GDPR”) relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the Use of personal data (including, without limitation, the privacy of electronic communications) and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party;
• “Deliverables” “Service” means the goods and services to be provided by Accesspoint to You as set out in the Entire Agreement;
• “Entire Agreement” comprising of the signed Service Agreement, these Terms forming the Schedules as amended from time to time in accordance and that that shall apply unless specified in writing;
• “Entire Agreement Renewal” means an automatic renewal of Your Entire Agreement for a further 12 months after the initial Minimum Term and each subsequent 12-month renewal thereafter;
• “Excusable Downtime” means the aggregate number of hours in any calendar month where the Services are unavailable during Normal Service Hours due to: (a) any of the circumstances referred to in the Exceptions clauses of these Terms; (b) Scheduled Downtime, where such downtime is required for security purposes such as an urgent update, where failure to act is likely to lead to significant outages, or as mutually agreed by the parties; or (c) any other cause that is not attributable to any fault of the Provider or its subcontractors;
• “Existing Installation” means existing infrastructure including cabling, electrical supplies, Client Equipment and other Services that is used in accessing the Services but are not part of the Services;
• “Host” means the Provider, or Third-Party Provider who provides the ‘Hosting Hardware’ and ‘Hosting Service’; “Hosting Hardware” means all computer and networking equipment provided by the Provider or by a Third-Party Supplier in the delivery of the Services including, but not limited to, servers, virtual servers and all other network infrastructure (excluding Lines which are the responsibility of the Client to facilitate and manage);
• “Hosting Problem” means problems relating to the Services that are notified to the Provider by the Client in accordance with the provisions set out in these Terms, including unplanned interruption to the Services or a reduction in the quality of the Service;
• “Hosting Software” means all software used by the Provider in the provision of the Services;
• “Hosting Services” means the services to be delivered by or on behalf of the Provider using the Hosting Hardware and Hosting Software as defined in the Services Agreement encompassing “On Premises”, “Hybrid Service” or “Hosting Services” configurations;
• “Hosting SLA” means the service level agreement for Hosting Services set out in the Services Agreement.
• “Hybrid Service” means the services where the entire agreement contains a combination of On Premises and Hosting Hardware
• “Intellectual Property” shall include all patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to Use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
• “Improvement” means any adaptations, modifications, improvements, enhancements or revisions to the Software in any form, and irrespective of whether the idea for such Improvement was originated by the Client or Third-Party Provider;
• “Line” means a connection to Our Services through internal networks, internet access by private circuit or otherwise delivered by Us or that of a Third-Party Supplier, (whether direct or indirect), or by the Client or the Clients chosen supplier;
• “Malicious Software” means any software program or code intended to destroy, interfere with, corrupt or have a disruptive effect on program files, data or other information, executable code or application software macros, whether its operation is immediate or delayed, and whether such software program or code is introduced wilfully, negligently or without knowledge of its existence. For the avoidance of doubt, Malicious Software does not include any software program or code deliberately incorporated into the Hosting Software by the Provider for the purpose of providing functions that ensure the Client’s compliance with the terms of the Entire Agreement;
• “On Premises” means Client Equipment is used in the delivery of the Services.
• “Platform” means Services accessed by a client login or action and provided by Us
• “Project Work” means one off Services provided by Accesspoint to You that may include but not be limited to onboarding, one off or large-scale work outside the Service and that would be subject to additional costs as defined in the Service Agreement;
• “Proposal” means the description or specification of the Services provided in writing by Accesspoint to the Client that can be signed or responded to in acceptance by way of Electronic Signature or other means agreed by both Parties to become the Services Agreement;
• “Privacy Notice” shall mean the published document found on Our Website outlining the way Accesspoint handle Your Personal Data and Your associated Rights;
• “Parties” shall mean Accesspoint, the Client and any others subject to the Service Agreement;
• “Professional Services” means any software development, integration, customisation, training, consulting or other services that are to be performed by Provider as defined in the Services Agreement;
• “Service Level Agreement” “SLA” The documented level of services provided in Schedule Three or defined within the Service Agreement;
• “Service Agreement” “Order Schedule” shall mean Schedule Five of the Entire Agreement entered between Accesspoint and You by Your signature or verified authorisation whether electronic or other means in accordance with Your accepting the Entire Agreement and which shall have primacy to these Terms and Conditions;
• “Scheduled Downtime” means the aggregate number of hours in any month during which the Services are scheduled to be unavailable for use by the Client for any reason including maintenance or upgrades. The Provider shall use reasonable endeavours to schedule outside of Business Hours and discuss with the Client and agree in advance the timing of any scheduled maintenance or other cause of Scheduled Downtime that is likely to lead to significant outages;
• “Supported Software” “Supported Hardware” shall mean the minimum software or hardware needed by the Client to maintain access to the Deliverables;
• “Tariff” shall mean the charge published and applied to the Services We provide You;
• “Third Party Suppliers” “Suppliers” “Licensed Materials” shall mean software, products and services that are manufactured, developed, delivered, hosted and/or maintained by organisations external to Accesspoint either supplied through Accesspoint acting in the capacity as a reseller, agent or referrer only;
• “Written Permission” shall mean any communication effected by electronic means including email, letter, Entire Agreement or other such amendment that indicates the Clients instructions.

2. Provision of Services

2.1 Accesspoint is engaged in the business of providing Professional Services and has reasonable skill, knowledge and experience in the industries in which it operates.

2.2 Accesspoint shall provide the Services with reasonable skill and care expected from a leading service provider in the industries it operates within.

2.3 Accesspoint shall provide the Services to You in accordance with the Entire Agreement in all material respects.

2.4 Accesspoint will respond to issues/problem in accordance with the provisions of the SLA.

2.5 Although We shall use all reasonable endeavours to meet any performance dates specified time for delivery shall not be of the essence. The agreed dates for delivery of Services or performance of the Services are estimates only and a failure by Accesspoint to comply with them shall not be a breach of the Entire Agreement.

2.6 Notwithstanding the provisions of clause 2.5 the Provider may take any action necessary to address or repair faults in Hardware or Software without any prior notice to the Client. If such faults or remedial action results in an interruption to the provision of the Service, the Client will be notified in accordance with the provisions of the SLA.

2.7 Accesspoint shall provide the Services described in the Service Agreement at an Appropriate Location.

2.8 Accesspoint may, in its sole discretion, alter, make an improvement or otherwise modify the Service, Software and Hardware (or any part thereof) provided that any such change will be made during Scheduled Downtime, and the change will not materially reduce the provision of the Service to the Client. The Client will be notified no later than 15 Business Days in advance of any planned changes and will, on request, receive full documentation of any action required on their part.

2.9 We have the right, at our own expense, to enlist additional or substitute workers, sub-contractors or agents (“Worker”) in the performance of the Services or may, sub-contract all or part of the Services, provided that We provide details, whenever requested to do so, of the Worker ahead of the planned substitution and subject to the Client being reasonably satisfied that such additional Workers has the required skills, qualifications, resources and personnel to provide the Deliverables to the required standard.

2.10 Where We provide a Worker for all or part of Services pursuant to this clause 2.9, We shall be responsible for paying the Worker and shall ensure that any agreement between Us and any Worker shall contain obligations which correspond to the obligations of Accesspoint under the terms of the Entire Agreement and We shall remain responsible for the acts or omissions of any such Worker.

2.11 We shall take all reasonable steps to avoid any unplanned changes of Worker assigned to the performance of the Services but if We are unable for any reason to perform the Services We shall inform You as soon as reasonably practicable on the first day of unavailability and in such case shall provide a substitute.

2.12 In the event We are unable to supply either the original personnel or acceptable substitutes or sub-contractors for a period of 3 months or more then You are entitled to terminate the Entire Agreement forthwith upon written notice without early termination charges as set out in clause 6.

2.13 Accesspoint shall Use reasonable endeavours to observe all health and safety and security requirements that apply at any of the Clients Premises and that have been communicated to it provided that it shall not be liable under these Terms if, as a result of such observation, it is in breach of any of its obligations under these Terms or Services Agreement.

2.14 Accesspoint shall, throughout the continuance of the Entire Agreement, Use reasonable endeavours to provide the Services and shall promptly obtain, maintain, and make available all necessary assets, equipment, premises, vehicles, personnel, capital and other facilities required for the provision of Services.

2.15 Improvements shall be applied by Accesspoint at their discretion unless provided by the Third-Party Supplier or required for security purposes.

2.16 It is acknowledged and understood that some Services described in the Service Agreement may include Products and Services manufactured, developed, hosted, maintained, or otherwise provided by Third Party Suppliers.

2.17 Before providing the Services, You acknowledge and agree that Accesspoint may carry out searches with credit reference agencies relating to the credit worthiness of the Client and/or Your owners, directors, officers.

2.18 Information or advice given orally or contained in Our publicity material, advertisements, and catalogues and in any correspondence between Accesspoint and the Client before the start date of the Entire Agreement, is given gratuitously and without responsibility on the part of Us and shall not form part of the Service Agreement unless specifically agreed in writing and signed by a duly authorised officer of Accesspoint.

2.19 All costs outlined in the Service Agreement are only valid for 20 days from its date of issue except where Third Party Suppliers increase costs or time limit promotional pricing during that period.

2.20 No variation of these Terms is permitted and shall exclude any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice, or course of dealing unless expressly defined and agreed to by both Parties within the Services Agreement.

2.21 It is Your responsibility to inform Accesspoint of any additions or changes to the hardware or software not supplied by Us from the Commencement Date that may affect the performance of our Services to you.

2.22 Accesspoint reserves the right to charge You for any additional work related to providing Services to You without our prior approval and that has a material effect on the Services.

2.23 Depending on the Services Agreement Accesspoint will alter Your monthly invoice to reflect the number of Users, Devices, Licenses or other items required to deliver the Services.

2.24 It is Your responsibility to ensure that suitable support contracts are in place for systems provided by third parties not included in the Services including Hybrid and On Premises Services. Such systems include, but are not limited to;

1. Business systems including but not limited to terminal equipment and servers that are not supplied by Us as part of the Service
2. Line to access our Services
3. Networks including cabling, switches and firewalls

2.25 In the event of Hybrid or On Premises Services being provided that rely on Client Equipment, as imagined in clause 2.24, the Client acknowledges and accepts that unless expressly stated in the Services Agreement these items shall remain the responsibility of the Client and that delivery of Services including any Service Level Agreement excludes the support of such Client Equipment including the security of such.

2.26 Back up is included by default on Our Website Hosting Services which shall be conducted weekly. If an enhanced service is required and it is not included in the Service Agreement it is Your responsibility to ensure that backup of all data is undertaken securely and regularly.

2.27 If it is not included in the Service Agreement it is Your responsibility to ensure you have suitable Business Continuity provisions.

2.28 In the event of data loss Accesspoint cannot be held responsible for non-recoverability of client data unless it at fault due to neglect.

2.29 Where the Services Agreement provides for Project Work to be delivered by instalments, each separate instalment shall be invoiced and paid for in accordance with the provisions of the Entire Agreement. Each instalment shall be a separate Agreement and no cancellation or termination of any one Agreement relating to an instalment shall entitle the Client to repudiate or cancel any other Entire Agreement or instalment.

3. Commencement and Term

3.1 The Entire Agreement shall come into force at the Commencement Date set out in the Service Agreement or Order Schedules except:

1. where You have failed to provide the appropriate information to Us to enable Us to start the Service
2. where We have not accepted the Service Agreement and provided You written notice of such within 14 days of receiving Your signed Services Agreement.
3. where Third Party Services are yet to be enabled in which case clause 3.4 shall apply.

3.2 In the event the Commencement Date is not specified on the Service Agreement or where there may be any conflict regarding Your Entire Agreement Commencement Date, then You agree the actual Commencement Date will be the date You signed the Service Agreement except for Third Party Services where clauses 3.3 and 3.4 shall apply.

3.3 For the purposes of Third-Party Suppliers, the Minimum Term shall be from the point of service delivery for those Third-Party Services.

3.4 If multiple Third-Party Services are contained within the Service Agreement the day the final Third-Party Service is delivered or made live shall be Your Commencement Date.

3.5 The Minimum Term will be as specified on the Service Agreement, for each Service, or as otherwise agreed with You in writing.

3.6 In the event the Minimum Term is not on the Service Agreement or Order Schedules or Tariff then the Minimum Term will be 36 (Thirty-Six) months from Your Commencement Date.

3.7 Entire Agreement Renewal will automatically follow the Minimum Term on the anniversary of the original Commencement date and constitute a new Minimum Term of 12 months except for regulated services that do not allow such renewal.

4. Changes to the Agreement

4.1 Any change to the Services requested by You will require confirmation by Service Agreement or agreed communication method.

4.2 No action will be taken by Us to carry out any change to Service until We have received Your written confirmation, or it is within the scope of the Entire Agreement. If We agree to a change, the Service Agreement will be accepted as changed.

4.3 When changes are made to the Service Agreement due to new starters or leavers adjustments to the billing will start from the 1st of the following month, with the balance of the current month usage charged pro-rata

4.4 You will inform Us within 14 (fourteen) days of any license or charge no longer required and, if agreed, this will be adjusted from the 1st of the following month following our acceptance with acknowledgment reflected in the invoice following the change.

4.5 We will not credit You for unused Third-Party licenses or other costs where You haven’t informed Us or where the Third Party does not allow for this.

4.6 We may change the Terms or the Service Agreement (or any document comprising part of the Entire Agreement, including the tariff for any Service) at any time on giving You 30 (Thirty) days’ notices.

4.7 We will notify You of any changes on Your monthly invoice or by other correspondence. You agree that if You continue to Use the Services following receipt of such notice You will be bound by the new/revised Terms.

4.8 No other variation in Entire Agreement will be agreed to by Us unless We confirm them in writing to You.

5. Charges, Payments and Records

5.1 It is the responsibility of the Client to ensure prompt payment of invoices to avoid delays in the Delivery of Services.

5.2 Where any payment pursuant to the Entire Agreement is required to be made on a day on which is not a Business Day, it will be made on the previous Business Day.

5.3 Accesspoint provide different Services that have different Tariffs applied. We would draw Your attention to the relevant Section below for the Service You are seeking Us to provide to ensure that You understand all charges.

5.4 You shall pay Us in accordance with the Services Agreement, for the Services provided by Us in accordance with these Terms.

5.5 You must pay the charges for the Services according to the applicable Tariff(s). This applies whether You or someone else Use the Services and whether the Services are Used with Your full knowledge and consent or otherwise.

5.6 Charges shall be calculated in accordance with Our Tariff as defined in the relevant Section below or Service Agreement or otherwise Published Tariff, for the agreed Minimum Term or Project Work as is set out in the Proposal, as amended from time to time in accordance with these Terms.

5.7 No alterations to the Service as imagined in 2.8 shall affect the Charges payable by the Client.

5.8 Some Services will be paid one month in advance. Your invoice will state the Service dates.

5.9 All sums payable by either Party pursuant to this Service Agreement are exclusive of any value added or other tax or other taxes on profit, for which that Party shall be additionally liable.

5.10 All payments required to be made pursuant to the Agreement shall be made within the date specified on the relevant invoice in British Pounds Sterling in cleared funds to Our nominated Bank or as We may from time to time nominate by direct debit and these are the credit terms which will apply to this Agreement unless We have agreed otherwise in writing.

5.11 Payment for Services will be invoiced monthly and collected on or around the 15th of each calendar month across the minimum term of the Agreement and subsequent years by Direct Debit unless otherwise stated by Us.

5.12 The Client shall make all payments due under the Services Agreement in full without any deduction whether by way of set-off, withholding tax, counterclaim, discount, abatement or otherwise unless the Client has a valid court order requiring an amount equal to such deduction to be paid by Us to the Client.

5.13 Where We owe You any monies, You agree that We may offset this against any monies You may owe Us before We make any payment to You.

5.14 Time based daily fee rates for each individual are calculated on the basis of an eight-hour day from 8.00 am to 5.00 pm worked on Business Days.

5.15 The quoted Day Rate shall be pro-rata of the time spent by Us performing the Services and shall be calculated in 10-minute increments.

5.16 Travel time to and from Client Premises or other locations that are mutually agreed constitutes part of the Day.

5.17 We shall be entitled to charge an overtime rate of 150% of the daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the Business Day where agreed in advance by You.

5.18 In the event that You request Services to be delivered in person at your site(s), We shall be entitled to charge You for any expenses/disbursements reasonably incurred by the individuals whom We engage in connection with the Services including travelling expenses, hotel costs, subsistence, and any associated expenses, and for the cost of services provided by third parties and required by Us for the performance of the Services, and for the cost of any materials unless stated in the Service Agreement as being included in the contract. These costs will be agreed in writing by both parties.

5.19 Where You take a product or service on a trial basis for a reduced or zero charge for a fixed period, unless otherwise advised to You in writing, You need to give Us notice in writing if You wish to cancel the Service at the end of the trial. If You fail to give Us notice, then We will automatically invoice You for the Service at the end of the trial for the remainder of the agreed Entire Agreement term.

5.20 We reserve the right and You authorise the Entire Agreement price increases of 5% above CPI inflation of the proceeding 12 months at the time of the Entire Agreement Commencement date. These increases will not be considered a change of the Entire Agreement.

5.21 We reserve the right to review the Entire Agreement on an annual basis and discuss any changes in writing with You.

5.22 You authorise licensing, rental or subscription price increases that may be increased at any time by Third Party Suppliers with 30 days’ notice of intention.

5.23 We may ask You for a payment in advance:

1. We may ask for a deposit at any time, as security for payment of Your invoices if it is reasonable for Us to do so, which You shall pay in accordance with clause 5.10. Our procedures for deposits will be explained to You at the relevant time.
2. Before payment would normally be due, which You shall pay in accordance with clause 5.10. This advance payment will not be more than our best estimate of Your following month’s invoice. Should Your advance payment exceed Your actual invoice then any surplus will be credited to Your account to be offset against subsequent invoices, should there be no further invoices and Your account is not in debit then We will refund to You any surplus after deducting any cancellation or termination charges.
3. We will ask for a deposit on Project Work which will be paid before commencement of the project as defined in clause 5.26.

5.24 Project Work Proposals, unless specified are estimates and exclude sundry items or other costs that may be incurred as notified to You during the project.

5.25 For any large Project Work either conducted onsite or remotely outside of the scope of the Services Agreement, an additional Services Agreement or other authorised method may be provided and require an authorised signatory to complete and return to Us.

5.26 For Project work our standard credit terms are fifty percent (50%) deposit of the estimated cost paid within the time specified on the invoice sent in advance of commencement of the project, 25% on commencement, with the balance of project costs and sundry items in relation to the Project being due on completion of the Deliverables.

5.27 If the Project Work is to be paid by direct debit, the first payment will be collected on the 15th of the month, with subsequent payments following the Deliverable on or about the 15th of each calendar month thereafter, unless otherwise agreed.

5.28 Without prejudice to any other right or remedy that it may have, if the Client fails to pay Us any sum due under this agreement on the due date, We reserve the right to charge interest at the rate for the time being applicable under the Late Payment of Commercial Debts (Interest) Act 1998:

1. the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment.
2. Interest under this clause will accrue from the Due Date at 3% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is at or below 0%; and
3. In the event that all reasonable attempts to secure overdue payment have failed, then We may suspend part or all the Entire Agreement until payment has been made in full.

5.29 Each Party shall:

1. keep, or procure that there are kept, such records and books of account as are necessary to enable the amount of any sums payable by it pursuant to the Entire Agreement to be accurately calculated;
2. at the reasonable request of the other Party, allow the other Party or its agent to inspect those records and books of account and, to the extent that they relate to the calculation of those sums, to take copies of them;

5.30 You should contact Us immediately if You have any concerns regarding payment. We can be contacted by emailing Accounts@theaccesspoint.ltd Where You fail to advise Us of any issues regarding Your payment, We are not liable for any consequences of any such payment but will make reasonable endeavours to rectify any of Your concerns.

5.31 Although We try to maintain our billing systems to be as accurate as possible, We reserve the right to include any licensing or Service charges incurred but not invoiced up to a period of 12 months after the service or license has been supplied.

6. Terminating the Agreement

6.1 Either Party may forthwith terminate the Services Agreement by giving forty-five (45) days written notice to the other Party if:

1. We believe that the Service is being Used in a way forbidden by Us under these Terms or by Law or Regulation or as defined in Schedule Four. This applies even if You do not know that the Service(s) are being Used in such a way;
2. We consider the continuance of Our relationship with You would prejudice Our reputation or goodwill;
3. We believe that misleading or prejudicial information has been withheld or where You have provided information to Us that We believe is misleading or prejudicial or where You fail to make legal or regulatory declarations, and You refuse to do such within 30 days of notification by Us
4. Any sum owing to Us by You under any of the provisions of the Entire Agreement is not paid within 30 (Thirty) days of the due date for payment;
5. that other Party commits any other breach of any of the provisions of these Terms or the Service Agreement and, if the breach is capable of remedy, fails to remedy it within Thirty (30) days after being given written notice giving full particulars of the breach and requiring it to be remedied;
6. an encumbrancer takes possession, or where that other Party is a Client, a receiver is appointed, of any of the property or assets of that other Party;
7. the other Party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
8. that other Party, being an individual or Client, has a bankruptcy order made against it or, being a Client, goes into liquidation (except for the purposes of amalgamation or re-construction You effectively agree to be bound by or assume the obligations imposed on the Client under the Services Agreement);
9. anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to that other Party;
10. that other Party ceases, or threatens to cease, to carry on business on all or a substantial part of its business;
11. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy;
12. Client exceeds Fair Usage Limit more than once within a (3) three-month period;
13. Control of the Client passes to another Party.

6.2 Where a Service from a Third-Party Supplier has a notice period of greater than forty-five (45) days then this notice must be provided on that Service by the Client.

6.3 For the purposes of sub-Clause 6.1(e), a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.

6.4 If Client wishes to terminate the Service Agreement in respect of a Service prior to the end of the Minimum Term other than because We have materially altered the Terms of the Entire Agreement except for clause 5.20, 5.21 or 5.22 or You have claim under clause 2.12 or We are in breach of clause 6.1 (e), You must give Us at least forty-five (45) days’ notice in writing and We will levy a cancellation charge calculated in accordance with the following:

1. For each Service for which a monthly charge is payable including but not limited to professional services, rental and subscription charges – number of months remaining of Minimum or Entire Agreement Term for that Service multiplied by the monthly charge of each service; and/or
2. Average Spend – number of months remaining on Minimum Term multiplied by the monthly Average Spend based on Your last three months invoices; and/or
3. Pro-rata or full repayment of any cost or other contribution to upfront or ongoing costs paid by Accesspoint and in accordance with the terms of the subsidised installation, and/or
4. The appropriate notice period charge for each Service, and/or
5. Repayment of any discount or other benefit You may have received which was based on a minimum Entire Agreement term commitment, and/or
6. Any applicable cease charges as may be detailed in the tariff.

6.5 Should You fail to pay the early termination cancellation charges within fourteen (14) days of the date of invoice We reserve the right to suspend Your services.

6.6 If You have paid any charges in respect of a Service for a period after this Agreement has ended in respect of that Service, We will either repay it or off set towards any money You owe Us.

6.7 If Written notice is required, it shall be delivered to by hand or sent by email as follows:

1. to Us at the address or email address shown on the Service Agreement or on Your last invoice, or at any other address or email address We give You.
2. to You at the address You have asked Us to send invoices to or to the email

6.8 Notices shall be deemed to have been duly given:

1. when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
2. when sent, if transmitted by e-mail and a successful transmission report or return receipt is generated; or
3. in each case addressed to the most recent address or e-mail address, notified to the other Party.

7. Clauses following Termination

7.1 Following termination of the Service Agreement:

1. any sum owing for any provisions under the Entire Agreement shall be immediately payable;
2. Where We owe You any monies, You agree that We may offset this against any monies You may owe Us before We make any payment to You.
3. Termination charges will remain in effect and will be payable by You.
4. You shall return all Accesspoint Materials. If You fail to do so, then We may enter Your Premises and take possession of the Material. Until the Materials have been returned or repossessed, You shall be solely responsible for its safe keeping and clearly mark it as belonging to Us;
5. Any rights or obligations to which any of the Parties to this Agreement may be entitled or be subject before its termination shall remain in full force and effect;

7.2 The rights to terminate the Entire Agreement given by Clause 6 shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

7.3 Termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of the Agreement which existed at or before the date of termination.

7.4 Subject as provided in the Entire Agreement in respect of any accrued rights neither Party shall be under any further obligation to the other.

7.5 Each Party shall except to the extent anticipated in Schedule Two forthwith cease to Use, either directly or indirectly, any Confidential Information, and shall forthwith return to the other Party any documents in its possession or control which contain or record any Confidential Information as defined in Schedule Two.

8. Transition following Termination

8.1 Accesspoint shall Use reasonable endeavours to assist any successor organisation appointed by the Client to provide the services described in the Service Agreement.

8.2 The Customer may, at any time before expiry or termination of all or any part of this agreement request Accesspoint to provide Transition Services (“Transition Services”) or otherwise to offer reasonable assistance in transitioning the Services to a Replacement Supplier by providing the Transition Services.

8.3 Accesspoint shall, in consideration of a reasonable fee to be agreed in advance, provide such Transition Services for a maximum period of 3 (three) months, or until expiry or termination of all or any part of the Service Agreement for any reason in accordance with Clause 6 whichever is later.

9. Non-Solicitation

9.1 Except in respect of any transfer of employees of Accesspoint to You pursuant to the Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246), the Client shall not, without the prior written consent of Accesspoint, at any time from the Commencement Date to the expiry of 18 months after the Termination of the Service Agreement, solicit or entice away from Accesspoint or employ or attempt to employ in any form or engage any person who is, or has been, engaged as an employee or Worker, of Accesspoint in the provision of the Service Agreement.

9.2 Any consent given by Accesspoint in accordance with clause 9.1 shall be subject to the Client paying to Us a sum equivalent to 40% of the then current annual remuneration of Accesspoint employee or Worker or, if higher, 40% of the annual remuneration to be paid by You for that employee, or Worker.

9.3 If consent has not been granted and the Client entices away or employs in any form, either:

1. A current employee or Worker of Accesspoint while the client is under contract or.
2. A former employee who has been employed within the previous 12-month period by Accesspoint or;
3. Client has terminated any contract with Accesspoint within the previous 12 months before employing a current or former employee or Worker as described in this clause; then:

9.4 Client shall be subject paying to Us a sum equivalent to 50% of the then current annual remuneration of Accesspoints’ employee, Worker or, if higher, 50% of the annual remuneration to be paid by You for that employee, or Worker.

9.5 In respect to 9.3 should the Client employ an employee, Worker or former employee as described and this results in the early termination of contract the client shall additionally pay the termination costs as set out in clause 6.4 in addition to the above charges.

9.6 You agree not to bring any claim in connection with the Services against any of Accesspoints employees personally.

10. Client’s Obligations

10.1 It is the responsibility of the Client, at its own expense:

1. ensure that any information provided by You to Accesspoint in connection with the creation of the Proposal (as varied in accordance with the Entire Agreement) and any information set out in the Proposal is and remains, throughout the course of the provision of the Services, complete and accurate.
2. co-operate with Accesspoint in all matters relating to the Services;
3. provide Accesspoint or its agents all necessary access to Client Premises and all reasonable information and co-operation to enable the Service to proceed from the Commencement Date;
4. provide Accesspoint with such operational and or policy advice in connection with the performance of the Services as Accesspoint may from time to time reasonably require and provide Accesspoint with all necessary literature, books, office manuals and other material which Client requires to be observed;
5. obtain and maintain all necessary licences, permissions and consents and comply with all relevant legislation as required to enable Accesspoint to provide the Service, including in relation to the Materials and the Use of the Clients Equipment insofar as such licences, consents and legislation relate to the Customer’s business, premises, staff and equipment, in all cases before the date on which the Services are to start;
6. keep, maintain and insure (if applicable) Our Materials in accordance with Our instructions from time to time and not dispose of or Use the Materials other than in accordance with Our written instructions or authorisation;
7. retain any license keys or other media for, Client Equipment, devices or third-party software not purchased through Accesspoint and required in the delivery of the Services. Should they be mislaid or fail to load correctly You will be responsible for the cost of replacement licenses or media;
8. ensure You have adequate resilience in place to protect against any loss of data, service or connectivity if not supplied by Accesspoint.
9. It is the Client’s responsibility to provide Line, internet or leased line bandwidth capable of supporting the proposed number of users.
10. The client may not use any Automation Tool or Large Language Model within or connected to the Services without express permission of the Provider.

10.2 It is Client’s responsibility to ensure that signing a Service Agreement with Accesspoint does not breach any existing contractual obligations You may have with any other suppliers, and You should give any other suppliers notice as may be required by them. Accesspoint is not responsible or liable for any costs, financial losses or disputes that may arise from any such breach of contract or Your failure to give the correct notice.

10.3 The Client and Accesspoint shall each Use their best and reasonable endeavours to keep each other informed of any special requirements (including statutes and codes of good practice) applicable to the rendering of the Services. To the extent necessary and appropriate Accesspoint shall promptly take steps to comply with such special requirements.

10.4 It is Client’s responsibility to keep private any Usernames, passwords or pin codes that We may provide, or You hold in conjunction with the Use of any of Our Services. You warrant liability for all charges associated with the Use of such Usernames, passwords and pin codes to access Our or Third-Party Services or Software unless You advise Us that the security of any of the User names, passwords or pin codes may have been compromised, and We confirm back to You that We have disabled the access.

10.5 Should You fail to notify Us of any such compromise in security in Clause 10.4 then You will remain liable for all charges incurred in accessing the Services. Where We disable any access following a compromise in security, We shall provide You with new Usernames, passwords or pin codes as appropriate which are subject to the terms of this clause.

10.6 The Client shall ensure prompt payment of any deposits or fees required for Service.

10.7 In the event the Client declines recommendations made to it by Accesspoint that may include, but is not limited remediation work, upgrades and additional security software, the Client will indemnify Accesspoint as outlined in clause 21 should this result in loss as defined in clause 21.

10.8 If Accesspoint performance of any of its obligations under the Contract is prevented or delayed by any act or omission by You, Your agents, subcontractors, consultants or employees or failure by You Your agents, subcontractors, consultants or employees to perform any relevant obligation (“Your Default”):

1. without limiting or affecting any other right or remedy available to it, Accesspoint shall have the right to suspend performance of the Services until You remedy Your Default, and to rely on Your Default to relieve it from the performance of any of its obligations in each case to the extent Your Default prevents or delays Accesspoint performance of any of its obligations;
2. Accesspoint shall not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from Accesspoint failure or delay performing any of its obligations as set out in this clause 10;
3. Accesspoint shall be entitled to payment of the Charges despite any such prevention or delay;
4. You shall reimburse Accesspoint on written demand for any costs or losses sustained or incurred by Accesspoint arising directly or indirectly from Your Default.

11. Change Control

11.1 The Client may request modifications to the Services and/or Hosting Services by completing and submitting a Change Request.

11.2 Accesspoint shall respond to each Change Request by notifying the Client whether the requested change involves additional or changes to the Hosting Hardware and/or Hosting Software or other Service.

11.3 Where the Change Request requires additional or changes to the Hosting Hardware and/or Hosting Software, or other Service the Host will issue a Fee Estimate (“Fee Estimate”).

11.4 On receipt of a Fee Estimate the Client may:

1. request that the Host issue a Statement of Work governing the additional work or expense as a result of the Change Request, and such Statement of Work shall be effective when agreed in writing by the parties; or
2. withdraw the Change Request in writing.

12. Supplemental Charges

12.1 If Client reports a fault in a Service and We find either that there is not or that You, your Customer Equipment if not covered within the Services Agreement, someone at Your Premises or a third party (including, without limitation, another network operator, IT Services Company or communications supplier) has caused the fault or the interruption in service, We may charge You for any work We have done to try to find the fault or to repair it.

12.2 Client acknowledges the Use of a Fair Usage Limit calculated as being more than 50% above the average number of tickets raised on a pro-rata basis across our clients in any given 30-day period. If client exceeds these limits within any 3 (three) month period Accesspoint retain the right to increase charges as determined in clause 5.

12.3 It is the responsibility of the Client, at its own expense:

1. During any fault investigations, Accesspoint may require You to carry out tests or follow instructions from Us to allow Us to follow our standard procedures and conclude our investigations.
2. to obtain and make available to Accesspoint or its agents clear and unobstructed access to the Premises;
3. Ensure all the Clients Equipment is in good working order and suitable for the purposes for which it is Used in relation to the Services and conforms to all relevant United Kingdom standards or requirements.
4. obtain all licences, permits, way leaves, easements, and other third-party consents as are necessary for the Service or its connection to the relevant network, by the agreed date for the commencement of the Services from the agreed date;

12.4 Further to clause 2.15 Client recognises that in some cases, Accesspoint provide services on a referral or reseller basis that are wholly outside of Our control. These may include but are not limited:

1. The Provision of SaaS products and Services including but not limited to Document Management Systems; Practice and Case Management Systems, Form Production Software, Digital ID/AML Software, Website Plugins and other related software Software;
2. Third Party Applications;
3. Hosting locations that are not owned or operated directly by Accesspoint;
4. The provision of Client Equipment that You will wholly own, required in the delivery or access of Services
5. Other Services which We may offer for sale from time to time.

13. Service Changes or Interruptions

13.1 Accesspoint retains the right to interrupt the Services without penalty for the following reasons:

1. Conduct Scheduled Downtime or other Excusable Downtime;
2. Interrupt the Services for operational reasons, technical reasons or because of an emergency including but not limited to Hosting Problems;
3. Give You instructions that We believe are necessary for health or safety or to maintain the quality of the Services that We supply to You or to other Clients;
4. Change configuration, technical specification or make Improvements of the Services for Commercial or Operational Reasons.

13.2 Accesspoint cannot guarantee and do not warrant that the Services will be free of interruptions or will be fault-free and We will not be liable for any loss or damages should the Services be interrupted from time to time.

13.3 You accept that there may also be degradations of the quality of the Service from time to time due to matters beyond our control and that We will not be liable for any loss or damages should the quality of the Service We provide be affected by such matters.

13.4 Client warrants that no computer system can ever be 100% secure from attack or compromise and that it has a duty of care to protect the Services from such.

13.5 Accesspoint does not warrant that the Client’s systems will be fully secure from third-party software or service vulnerabilities following Use of any of its Services.

13.6 Client accepts all liability for Client Equipment including the security of such.

14. Third Party Equipment and Services

14.1 Further to Clause 2.15 and imagined in clause 12.4, Client recognises that in some cases, Accesspoint provide Equipment and Services on a referral or reseller basis or as part of the Service that are wholly outside of Our control.

14.2 Accesspoint and Client may mutually agree to have Services in this Clause 14 sourced and invoiced by Accesspoint as part of the Services.

14.3 The Service Agreement will state these Third-Party Suppliers. In the event these services are not clearly stated it will be granted that all services described in clause 12.4 will be classed as Third-Party Suppliers.

14.4 It is acknowledged and agreed that Accesspoint has a duty of care in offering these services and will undertake to liaise at all times with the Third-Party Supplier on the Clients behalf.

14.5 It is acknowledged and agreed that Client may Use Third Party Suppliers Equipment that is not within the scope of the Entire Agreement, even where We rely on such Equipment as part of Our Services.

14.6 In the case of clause 14.5 Client will ensure that the Equipment is maintained to the standard required to carry out our Services. This may include having additional warranties and Services from third parties.

15. Call Monitoring

15.1 We may occasionally monitor, and record calls made to or by Us relating to customer services and telemarketing calls made by Us, for the purpose of training and improving customer care services, including complaint handling.

16. Data Protection

16.1 The Parties will comply with all applicable requirements of Data Protection Legislation.

16.2 For the purposes of Data Protection Legislation Client shall be the Controller and Accesspoint Processor.

16.3 On signing of the Proposal and entering into the Entire Agreement Client is acknowledged as providing written instruction to Accesspoint to process Personal Data on the basis of Schedule Two of these Terms unless Client presents its own data processing agreement (“DPA”).

16.4 If the Client produces a separate DPA then this will form part of the Entire Agreement on written acceptance by Accesspoint.

16.5 The substantive terms of these Terms including this clause is in addition to, and does not relieve, remove, or replace, a party’s obligations or rights under the Data Protection Legislation.

16.6 The Parties acknowledge that data subjects have enforceable rights and effective legal remedies regarding the data processed within the Services Agreement.

16.7 The Parties acknowledge that they may be subject to investigative and corrective powers of supervisory authorities if they fail to meet its obligations which may lead to fines, penalties and other actions.

16.8 In addition to the terms of this Clause 16, the terms of the Privacy Notice published and updated from time to time by Accesspoint shall also apply.

17. Confidentiality

17.1 Each Party undertakes that, except as provided within this Clause 17 or as authorised in writing by the other Party, it shall, at all times during the continuance of this Agreement and for 24 months after its termination:

1. keep confidential all Confidential Information;
2. not disclose any Confidential Information to any other person;
3. not Use any Confidential Information for any purpose other than as contemplated by and subject to these Terms and of the Service Agreement;
4. not make any copies of record in any way, except as part of the Services, or part with possession of any Confidential Information; and
5. ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of this Clause 17.

17.2 Either Party may disclose any Confidential Information to:

1. any employees, Workers, officers, representatives, contractors, subcontractors, Third Party Suppliers or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Entire Agreement;
2. any governmental or other authority or regulatory body; or
3. to such extent only as is necessary for the purposes contemplated by the Entire Agreement, or as required by law, and in each case subject to that Party first informing the person in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in this clause 17 or any employee, worker or officer of any such body) obtaining and submitting to the other Party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause, to keep the Confidential Information confidential and to Use it only for the purposes for which the disclosure is made; and
4. Use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Commencement Date, or at any time after that date becomes, public knowledge through no fault of that Party, provided that in doing so that Party does not disclose any part of that Confidential Information which is not public knowledge.

17.3 Each party shall ensure that its employees, officers, representatives, contractors, subcontractors, Third Party Suppliers, or advisers to whom it discloses the other party’s confidential information comply with this clause 17.

17.4 The provisions of this Clause 17 shall continue in force in accordance with their terms, notwithstanding the termination of the Services Agreement for any reason.

18. Publicity

18.1 Except as required by Applicable Law or by a Regulator, neither party shall make any public announcement (including, for the avoidance of doubt, via any letterhead, publicity, advertising material, or website) relating to the Provider’s relationship with the Client or to this Agreement or its subject matter without the other party’s prior written approval.

18.2 Notwithstanding Clause 18.1, the Provider may publish general information on social media and other promotional materials referencing the existence of its relationship with the Client and high-level, non-confidential details of the services or order (such as project type, industry sector, or scope), provided that:

1. no commercially sensitive or confidential information is disclosed;
2. the Client is not portrayed in a negative or misleading manner; and
3. the Client has not withdrawn consent to such publicity in writing.

18.3 The Client may withdraw or limit the Provider’s rights under Clause 18.2 at any time by providing written notice, in which case the Provider shall cease making further such posts and remove any existing posts as reasonably practicable.

19. Intellectual Property Rights and Copyright

19.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by You or a Third-Party Supplier) shall be owned by Accesspoint.

19.2 All Improvements shall be deemed Intellectual Property under clause 19.1.

19.3 Accesspoint grants to You, or shall procure the direct grant to You of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the Deliverables (excluding materials provided by You or Third-Party Supplier) for the purpose of receiving and Using the Services in Your business.

19.4 You are not permitted to make a copy of the Deliverables available to third parties for any other purpose without Accesspoint written permission and where no permission is obtained You will indemnify Accesspoint in full for all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred or paid by Accesspoint arising out of or in connection with any Use of the Services and/or the Deliverables for non-permitted purposes.

19.5 You shall not sub-license, assign or otherwise transfer the rights granted in clause 19.3.

19.6 You grant Accesspoint a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by You to Accesspoint for the term of the Contract for the purpose of providing the Services to You.

19.7 The operating manuals and other documentation provided by Accesspoint under the Entire Agreement is the copyright of Accesspoint or the Third-Party Supplier, and the Client shall take all such steps as shall be necessary to protect such copyright and any confidential information in such documentation.

19.8 This document is reproduced under License from Fifth Square Ltd. No part of this publication may be reproduced, transcribed, adapted or Used for commercial purposes without the express consent of Fifth Square Ltd.

20. Warranties

20.1 Accesspoint warrants to the Client that:

1. it shall perform its obligations under the Entire Agreement in accordance with Good Industry Standards;
2. it shall not knowingly or intentionally use introduce (directly or indirectly) or knowingly or intentionally allow to be introduced any worms, viruses, Trojan horses or Malicious Software into the Hosting Software or any systems of the Client;
3. it has all necessary consents, right, title and interest to enter into the Entire Agreement; and
4. its compliance with the terms and conditions of the Entire Agreement will not violate any Applicable Laws or any third-party agreements.

20.2 The above warranties do not apply to the extent that such failure to comply with the warranty directly results from any of the following (being an Excluded Event):

1. improper use, service or modifications not performed by or on behalf of the Host or otherwise reasonably contemplated by the Entire Agreement; or
2. a material failure of the Client to meet its obligations under the Entire Agreement,
3. in each case provided that the warranty would have been met except for the Excluded Event.

20.3 The parties represent that they are, and undertake that they will remain, in compliance with Applicable Law relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the “Relevant Requirements”). The parties shall have and maintain in place, for the duration of the Entire Agreement, their own adequate policies and procedures including but not limited to adequate procedures under the Bribery Act 2010, designed to ensure compliance with the Relevant Requirements and will enforce them where appropriate.

20.4 Save for the express warranties given in the Entire Agreement, Accesspoint excludes without limitation all other conditions, warranties, representations or other terms relating to the supply or purported supply of, failure to supply or delay in supplying the Services including any conditions, warranties representations or other terms that might otherwise be implied or incorporated into this Agreement.

20.5 Each party shall promptly notify the other party in writing of any breach of the above warranties and in any event within 30 days of becoming aware of the breach. Parties shall provide all information as may reasonably be deemed necessary by one party to assist the other party in resolving such breach.

21. Limitations of Liability

21.1 Nothing in this clause 21 shall limit Your payment obligations under the Entire Agreement.

21.2 Except as expressly set out in these Terms or within the Entire Agreement all conditions, warranties, terms, undertakings and obligations implied by statute, common law, custom, trade Usage or otherwise are hereby excluded to the maximum extent permitted by law.

21.3 Accesspoint shall maintain in force during the period of the Entire Agreement adequate and appropriate insurance cover with reputable insurers acceptable to the Client in respect.

21.4 Throughout the life of the Entire Agreement Accesspoint will purchase and maintain professional indemnity insurance at a minimum level of cover of £7,500,000

21.5 Accesspoint shall promptly provide to the Customer any evidence, documents or materials reasonably requested by the Customer in relation to such insurance cover.

21.6 References to liability in this clause 21 include every kind of liability arising under or in connection with the Entire Agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

21.7 The limits and exclusions in this clause 21 reflect the insurance cover We have been able to arrange, and the Client is responsible for making its own arrangements for the insurance of any excess loss.

21.8 Nothing in these Terms or the Services Agreement limits any liability which cannot legally be limited, including but not limited to liability for:

1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation;
3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
4. Fines or Judgements imposed by a Data Protection Authority or Court for breach of Data Protection Legislation.

21.9 Except as expressly set out in these Terms or within the Service Agreement, all conditions, warranties, terms, undertakings and obligations implied by statute, common law, custom, trade Usage or otherwise are hereby excluded to the maximum extent permitted by law.

21.10 Accesspoint agree to indemnify Client in respect of losses, including third party claims against Client, arising as a result of the failure of Accesspoint to perform properly their obligations under the Entire Agreement or acts of negligence on their part or the part of their employees.

21.11 Subject to above clause and with exception to clause 21.8, Our total liability to the Client in respect of all breaches of duty occurring within any Entire Agreement year shall not exceed the cap.

21.12 In clause 21.11 above the meaning will be:

1. “Cap”. The cap is 100% of the total of invoices paid in the Entire Agreement year in which the breaches occurred.
2. “Entire Agreement year”. An Entire Agreement year means a 12-month period commencing with the date of the Service Agreement or any Anniversary of it;
3. “Total charges”. The total charges mean all sums paid by the Client and all sums payable under the Services Agreement in respect of Services supplied by Us, whether or not invoiced to the Client excluding any Third Party charges invoiced by Us on Behalf of the Third Party; and
4. “Total liability” Our total liability includes liability in Entire Agreement, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this agreement. warrants to the Client that the Services will be provided Using reasonable skill and care.

21.13 The Cap on Accesspoint liabilities shall be reduced by:

1. payment of an uncapped liability;
2. amounts awarded by a court or arbitrator, Using their procedural or statutory powers in respect of costs of proceedings or interest for late payment.

21.14 Any act or omission of any Third-Party Supplier, subsidiary, contractor, or agent involved in the performance of the Entire Agreement shall be considered in relation to the Entire Agreement as an act or omission of that party and You shall indemnify Accesspoint for such acts or omissions.

21.15 Accesspoint will not be liable for non-performance, misrepresentation (intentional or unintentional) or any act or omission of a Third-Party Supplier.

21.16 Unless expressly stated in the Services Agreement Accesspoint will not be liable for the performance, security or availability of any Client Equipment used as part of the Services.

21.17 Where any valid claim in respect of the Services arises in accordance with the Entire Agreement which is based on any defect in the quality of the Services, Accesspoint shall be entitled to remedy any defective Services free of charge or, at the Our discretion, to refund to the Client the price for the Services (or a proportionate part of the price), but We shall have no further liability to the Client.

21.18 Should Third Party Supplier have a security vulnerability not known about by the Third-Party Supplier or the Provider (known as “Zero Day”) or; Third Party Supplier issues a security update without notification as could reasonably be expected, Accesspoint will not be liable for any security incident and the Client will be responsible for all recovery costs unless Accesspoint has failed in its duty of care to apply updates within a reasonable time and no later than 14 days from issue of update.

21.19 Should the Client fail to notify Accesspoint of any such compromise in security then the Client will remain liable for all charges incurred in accessing the Services.

21.20 Client shall maintain in force during the period of the Service Agreement adequate and appropriate insurance cover, including cyber insurance, with reputable insurers acceptable to Us in respect.

21.21 Accesspoint shall not be liable for any loss claim, penalty, surcharge, obligation, or damage arising from the breach by the Client of its obligations including but not limited to supplying Accesspoint with adequate, appropriate or correct information.

21.22 Accesspoint shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for any loss, claim, penalty, surcharge or obligation which arises as a direct result of You failing to act on Accesspoint advice (whether oral or in writing) or by upholding Your responsibilities under the Entire Agreement

21.23 Accesspoints Services are provided based on its current knowledge and understanding of best industry practice and know-how and do not imply or warrant that We are aware of all threats.

21.24 The types of wholly excluded loss referenced in this clause 21 are as follows:

1. Loss of profits.
2. Loss of sales or business.
3. Loss of agreements or Entire Agreements.
4. Loss of anticipated savings including interest
5. Loss of Use or corruption of software, data or information.
6. Loss of or damage to goodwill, reputation.
7. Indirect or consequential loss.
8. Penalties and Fines
9. Reasonable professional costs and expenses

21.25 Unless You notify Accesspoint that You intend to make a claim in respect of an event within the notice period, Accesspoint shall have no liability for that event. The notice period for an event shall start on the day on which You became, or ought reasonably to have become, aware of the Your having grounds to make a claim in respect of the event and shall expire six months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

21.26 This clause 21 shall survive termination of the Entire Agreement.

22. Force Majeure

22.1 “Force Majeure Event” means any circumstance not within a Party’s reasonable control including, without limitation:

1. acts of God, flood, drought, earthquake or other natural disaster;
2. epidemic or pandemic;
3. electronic or cyber-attack by any unauthorised party or discovery of malicious software that results in Hosting Problems;
4. terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
5. nuclear, chemical or biological contamination or sonic boom;
6. any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition [or failing to grant a necessary licence or consent];
7. collapse of buildings, fire, explosion or accident;
8. any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party;
9. non-performance by Third Party Supplies;
10. Non-performance of Workers (other than by companies in the same group as the party seeking to rely on this clause);
11. interruption or failure of utility service.
12. unanticipated staff shortage combined with increased work volume.

22.2 If a party is prevented, hindered, or delayed in or from performing any of its obligations under Entire Agreement by a Force Majeure Event (“Affected Party”), the Affected Party shall not be in breach of the Entire Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

22.3 The corresponding obligations of the other party will be suspended, and it’s time for performance of such obligations extended, to the same extent as those of the Affected Party.

22.4 The Affected Party shall:

1. as soon as reasonably practicable after the start of the Force Majeure Event notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and
2. Use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

22.5 If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 90 days the party not affected by the Force Majeure Event may terminate the Entire Agreement by giving 30 days written notice to the Affected Party.

23. Nature of the Services Agreement

23.1 Each Party shall be entitled to perform any of the obligations undertaken by it and to exercise any rights granted to it under the Entire Agreement through any other member of its group, provided that any act or omission of that other member shall, for all the purposes of these Terms, be deemed to be the act or omission of the Party in question.

23.2 Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Entire Agreement.

23.3 Accesspoint may at any time assign, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all its rights under the Entire Agreement.

23.4 Each Party acknowledges that, in entering into the Entire Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in these Terms and the Service Agreement, and all conditions, warranties or other terms implied by statute or common law are fully excluded as permitted by law.

23.5 No failure or delay by Accesspoint in exercising any of its rights under the Entire Agreement shall be deemed to be a waiver of that right, and no waiver by Accesspoint of a breach of any provision of the Entire Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

23.6 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

23.7 The rights of the parties to rescind or vary the Entire Agreement are not subject to the consent of any other person.

23.8 Each party acknowledges that in entering into the Entire Agreement it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Entire Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Entire Agreement.

23.9 Nothing in this clause 23 shall limit or exclude any liability for fraud.

24. Quality Control and Dispute

24.1 If at any time you would like to discuss how you believe our service could be improved or if you are dissatisfied with the service you are receiving please let us know by contacting us at help@theaccesspoint.ltd

24.2 We take all complaints seriously and will investigate any complaints carefully and promptly in line with our Complaints Handling Procedure that we can provide you on request

24.3 If there is a dispute as to these Terms and/or Service Agreement the matter will be handled as specified in this clause 24.

24.4 The rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

24.5 If there is an inconsistency between any of the provisions of these Terms and the Service Agreement, the provisions of the Service Agreement shall prevail.

24.6 If any provision or part-provision of the Entire Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Entire Agreement.

24.7 If any provision or part-provision of this agreement is deemed deleted the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

24.8 Any dispute arising out of or in connection with the contract that cannot be resolved between the Parties within 30 days of the dispute, including any question regarding its existence, validity or termination, may be referred to and finally resolved, by mutual agreement with the Parties, by arbitration under the Alternative Dispute Resolution (ADR), which rules are deemed to be incorporated by reference into this clause. Arbitration shall be conducted by a mediator mutually agreed by both Parties. Arbitration shall be in the United Kingdom.

24.9 No remedy conferred upon any Party pursuant to these Terms is intended to be exclusive of any other remedy in these Terms or by law provided or permitted but each shall be cumulative and shall be addition to every other remedy given under this Agreement or now or hereafter existing whether at law, or in equity or by statute subject however only to any limitations expressly set out in this Agreement.

24.10 Within 14 days of one party informing the other that they wish a dispute to be resolved in this manner, the parties shall each provide the name of one suitable third party neutral to conduct or determine the dispute resolution process as appropriate.

24.11 If within a further 7 days, the parties cannot select from these a mutually acceptable neutral then the decision shall be referred to the Civil Mediation Council for an appointment. Any such ADR process shall be conducted in accordance with the rules, guidance and code of conduct of the Academy of Experts. The parties agree to be bound by the outcome of the ADR process determined upon under this clause.

25. Law and Jurisdiction

25.1 The Entire Agreement shall be governed by the laws of England and Wales.

25.2 In the event any dispute is not settled between the Parties relating to these Terms and the Service Agreement it shall fall within the jurisdiction of the courts of England and Wales.

26. Counterparts

26.1 The Service Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one Entire Agreement.

26.2 Transmission of the executed signature page of a counterpart of the Service Agreement by email (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of the Service Agreement. If either method of delivery is adopted, without prejudice to the validity of the agreement thus made, each party shall provide the others with the original of such counterpart as soon as reasonably possible thereafter.

26.3 No counterpart shall be effective until each party has executed at least one counterpart.

27. Relationship of the Parties

27.1 Nothing in these Terms or Service Agreement shall constitute, or be deemed to constitute, a partnership between the Parties nor, except as expressly provided, shall it constitute, or be deemed to constitute an agency of any other Party for any purpose.

27.2 Subject to any express provisions to the contrary in these Terms and Service Agreement, Accesspoint shall have no right or authority to and shall not do any act, enter into any Entire Agreement, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of Client or bind Client in any way.

28. Costs

28.1 Subject to any provisions to the contrary each Party to these Terms and Service Agreement shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of the Entire Agreement.

Schedule Two – Data Processing Agreement (“DPA”)

1. Data Protection as Controller

1.1 The Parties acknowledge that for the purposes of Contractual Obligation Accesspoint will be Controller of Personal Data related to the Clients Employees, Agents and others that We may need to contact in order to carry out the Services and duties under the Entire Agreement.

1.2 The Parties acknowledge that We may from time to time rely on Legitimate Interest to communicate with Data Subjects of the Client if such communication falls outside the scope of Clause 1.1

1.3 The Personal Data elements held by Accesspoint for the purposes of the fulfilment of Entire Agreement shall include but not be limited to:

1. Full Name;
2. Email Address;
3. Telephone Numbers including mobiles that may not belong to Client;
4. Work Address;

1.4 If additional Personal Data Elements are obtained, We will inform You.

1.5 Client accepts that it has read and understood Our Privacy Policy for the Purposes of this DPA and those contained in the Services Agreement.

2. Data Protection as Processor

2.1 The Parties acknowledge that for the purposes of the Data Protection Legislation, Client is the Controller and has selected Accesspoint as a Processor under the legal basis of Fulfilment of Contract as outlined in the Services Agreement.

2.2 The Parties acknowledge that this Section forms part of the Terms and will act as a DPA.

2.3 The Personal Data Elements that will be processed will be:

1. Names;
2. Addresses;
3. Email addresses;
4. Telephone numbers;
5. Confidential Data;
6. Data related to the Clients purposes

2.4 The categories of data subject whose data will be processed in accordance with these Terms subject to amendment to the Service Agreement will include:

1. Employees;
2. Former employees;
3. Suppliers & processors and their employees;
4. Employee emergency contacts;
5. Clients;
6. Former Clients;
7. Potential Clients who may have provided the personal data to Client directly or through third parties and will have been provided with appropriate information where this is required.

2.5 Without prejudice to the generality of this Schedule Two, Client warrants it has all necessary appropriate legal basis including but not limited to consents and notices in place to enable lawful transfer and processing of the personal data to Accesspoint for the duration and purposes of the Entire Agreement and that data processed is accurate.

2.6 Client will undertake a suitable Retention Policy and Procedure and ensure that it instructs Accesspoint either on the Services Agreement or in writing as to any roles and responsibilities of Accesspoint in upholding these Policies and Procedures.

2.7 Client requires and acknowledges that Accesspoint will not enact any Retention Policy on behalf of Client unless instructed to in the Services Agreement.

2.8 Client warrants it has provided appropriate safeguards in relation to the transfer of personal data to Accesspoint.

2.9 By signing the Service Agreement Client is acknowledged as providing written instruction to Accesspoint to process Personal Data based on this Clause 2.

2.10 The nature and purpose of the Processing by Accesspoint will be the provision Services as described in the Services Agreement.

2.11 The duration of the Processing will be from the Commencement Date to termination of the Entire Agreement or following Transition of Services and return or deletion of Client data and Confidential Information from Our systems no later than 6 months of the termination to the extent allowed by law.

2.12 Client accepts that Accesspoint cannot be relied on for the retrieval of Controllers data following the time elapsed referenced in clause 2.11.

2.13 Accesspoint shall, in relation to any personal data processed in connection with the performance of its obligations under these Entire Agreement undertake;

1. to process personal data only on the Terms and documented Service Agreement unless Accesspoint is required by Applicable Laws to otherwise process that personal data;
2. comply with Data Protection Regulations and Legislation applicable to the country We operate in and any applicable guidelines and codes of practice, having the force of law, issued by any Regulatory Authority having jurisdiction;
3. implement appropriate technical and organizational measures in accordance with Article 32 of the GDPR and corresponding Legislation to ensure a level of security appropriate to the risk of the processing;
4. in delivering Services, employ only Personnel who have demonstrably committed themselves to confidentiality or are under an obligation of confidentiality;
5. Ensure that all employees are:
   1. are informed of the confidential nature of the Personal Data and are bound by confidentiality obligations and Use restrictions in respect of the Personal Data;
   2. have undertaken training on the Data Protection Legislation relating to handling Personal Data and how it applies to their particular duties; and
   3. are aware both of Our duties and their personal duties and obligations under the Data Protection Legislation and this DPA.
6. not use any sub processor not explicitly stated within the Entire Agreement without notification of Client at least 45 days before the commencement of Using the sub processor for any processing of Client Data unless that sub processor is currently engaged with Accesspoint in which case Client can request a list of sub processors before Commencement Date or during the term of the Entire Agreement and that this shall constitute written permission;
7. not transfer any personal data outside of the United Kingdom or European Economic Area or where Adequacy Decisions are permitted without Your written permission unless Client is notified with no less than 45 day’s notice;
8. at Your request, return or destroy all Personal Data in Our possession as Data Processor, except as required by Law;
9. Employ and retain a voluntary Data Protection Officer;
10. Appoint in writing a representative within the European Union if required;
11. Co-operate with Data Protection Authorities and other Supervisory Authorities.

2.14 We acknowledge and agree that We only determine the purposes and manner of the Processing for the purposes if We:

1. Need to comply with any rule, regulation or Law imposed upon Us by Supervisory Authorities, Legal Authorities in the Member State or Third Country;
2. Anonymise or pseudonymise (de-identifying) Personal Data and Related Data, including in aggregated format to provide analysis and comparisons and for maintaining, improving or developing services, including but not limited to the Services provided by Us under this DPA.

2.15 In the event Client provides written permission to the processing of Client Data by a sub processor, Accesspoint shall:

1. enter into written agreement with the sub processor containing substantially the same obligations with respect to the processing of the personal data as those set out in this Clause 2;
2. ensure the agreement meets the requirements of the Supervising Authority within Our jurisdiction including but not limited to Data Processing Agreements and Standard Contractual Clauses;
3. ensure the sub processor has implemented appropriate technical and organisational measures to prevent the unauthorised or unlawful processing of or accidental loss of or destruction of the personal data; and
4. at all times remain liable for the acts and omissions of the sub processor in relation to the processing of the personal data.

2.16 For the avoidance of doubt, the Parties agree that the Third-Party Suppliers defined and agreed in accordance Schedule One shall be excluded from this DPA and it shall be the Client responsibility to ensure the legal basis to transfer and provide notices to Data Subjects it Processes on behalf of.

2.17 At Your request We may provide at Your cost Data Protection and/or Data Security audit reports and co-operate with You in any reasonable enquiries as to technical and organisational measures in relation to Processing Personal Data including but not limited to Cyber Essentials Certification and ISO27001 Audits.

2.18 For the term of this agreement, Accesspoint shall maintain full and accurate records, in an agreed form, of all charges, prices, costs and expenses associated with and invoiced in respect of the Services and all processing of data under this agreement.

2.19 Accesspoint agrees that Client, its regulator (for example the SRA, FCA) or any successor organisation and/or its agents shall be entitled throughout the continuance of the Entire Agreement on reasonable advance written notice at Client own cost, allow Client, any designated auditors of, or other advisers and any regulators of Client to access any Accesspoint premises, personnel, relevant records and systems used by Accesspoint in the provision of the Services as may be reasonably required to verify that the Services are being provided in accordance with the Entire Agreement, the adequacy of Accesspoints financial standing and the upholding of its obligations;

2.20 Client recognises that for the purposes of security it will not be entitled to enter or have access to any hosting environment maintained by Accesspoint or appointed Third Party Suppliers.

2.21 Client shall Use its reasonable endeavours to ensure that the conduct of any audit referred to in clause 2.19 does not unreasonably disrupt Accesspoint or delay the provision of any of the Services by Accesspoint.

2.22 Subject to Client’s obligations of confidentiality, Accesspoint shall provide the Client and others described in this clause 2 all reasonable co-operation, access where permitted, and assistance in relation to each audit.

2.23 Accesspoint has in place appropriate technical and organisational measures, that Client acknowledges and warrants they have reviewed and approved, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).

2.24 Accesspoint will comply with reasonable instructions notified to it in advance by the Client with respect to the processing of the personal data;

1. Assist Client at Client own cost in meeting Your obligations in relation in providing subject access, allowing data subjects to exercise their rights; completing data protection impact assessments; and
2. maintain complete and accurate records and information to demonstrate its compliance with this clause 2 and immediately inform Client if, in the opinion of Accesspoint, an instruction infringes the Data Protection Legislation.

2.25 Each Party undertakes to notify the other Party without undue delay of an actual or suspected security breach, compromise, act, omission, error or theft leading to;

1. accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, any Personal Data Accesspoint Process under Your instruction;
2. material loss or damage, including damage to the reputation to You, which for the avoidance of doubt shall be deemed to be material in every instance in which it occurs shall; promptly notify You of the circumstances and scope of such an event once known; dedicate appropriate resources to investigating; take appropriate steps to mitigate the scope of such an event and the damage, loss, and other negative consequence thereof; reasonably liaise with each Party and Supervisory Authorities in resolution of the incident.

2.26 Client will undertake to enter into a separate Agreement with its Data Subjects for each separate project relating to the processing of Data.

2.27 Either party may, at any time on not less than 30 days’ notice, revise this DPA by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Entire Agreement).

2.28 Nothing within the Entire Agreement or this DPA relieves either Party of its own direct responsibilities under Data Protection Legislation.

2.29 Unless otherwise stated the parties shall bear their own costs and expenses incurred in respect of compliance with their obligations under this DPA.

Schedule Three – Service Level Agreement (“SLA”)

See Separate document.

Schedule Four – Acceptable Use Agreement

1.1 The Client acknowledges that Accesspoint provides network facilities underlying the Services described in the Services Agreement.

1.2 The use of the Services is subject to the following terms, breach of which may result in suspension or termination of the Client or the Client’s end user’s right to use the Services:

1. The Host network may only be used for lawful purposes. Transmission of any material through the Host network, or use of any part of it, in violation of any Applicable Law or regulation is prohibited. Such prohibited transmission might include, but is not limited to: copyright material, material legally judged to be threatening or obscene, material protected by trade secret, whether or not the end user was aware of the content of the material or of the relevant law, and the sending of unsolicited electronic mail.
2. The Client shall not knowingly use the service for transmission of computer viruses, for transmission of any material which is defamatory, offensive or abusive or of an obscene or menacing character, or which may cause annoyance, inconvenience or needless anxiety, or for the posting of any such material to bulletin boards or newsgroups in a manner which constitutes a violation or infringement of the rights of any person, firm or company (including but not limited to intellectual property rights).
3. The Client acknowledges that the Host is unable to exercise control over the content of any information passing over the Host network and that the Host does not monitor or exercise any editorial control over the information passing over the Host’s network, except to the extent to ensure the Client’s compliance with the Agreement. The Client further acknowledges that the Host hereby excludes all liability in respect of any transmission or reception of information of whatever kind, or the accuracy of the contents thereof, or the scrambling of any information or data.
4. The Client is prohibited from violating, or attempting to violate system or network security. Any violations may result in criminal or civil liability to the Client. The Host will investigate any alleged violations and will cooperate with law enforcement agencies if a criminal violation is suspected. Examples of system or network violations include, but are not limited to:
   1. Unauthorised monitoring or access to or use of data, networks or systems, including any attempt to probe, scan or test the vulnerability of a network and or system or to breach security or authentication measures without proper authorisation;
   2. interference with, or disrupting or disabling service to any user, host or network via means including, but not limited to, “overloading”, “flooding”, “mail-bombing”, “denial of service attacks” or “crashing”;
   3. sending, storage, or distribution of viruses, worms, Trojans, or other malware component harmful to a network or system;
   4. forging any TCP/IP packet header or any part of an email header or newsgroup posting; and
   5. attempts to circumvent or alter any method of measuring or billing for the Hosting Services.
5. The sending of unsolicited electronic communication using the Services is explicitly prohibited. Emails may be considered unsolicited unless all recipients have explicitly opted in to receive such emails from the sender or are expecting to receive email from the sender.
6. All communications sent using the Services must include a valid “Reply to:” address under the control of the Client. Email message headers must not be missing, malformed or forged. Recipients must be able to request not to receive further email correspondence from the Client and in such instances the Client should honour the request in a timely manner and should no longer send email communications to the recipient.
7. Except by the design of the Host the Host network the Client undertakes to conform to any published Internet protocols and standards. In the event that communications by the Client do not conform to these standards, or if the Client makes profligate use of the Host network to the detriment of the Host or the Host’s other Clients, the Host reserves the right to restrict passage of the Client communications until the Client complies with such standards or protocols or provides undertakings acceptable to the Host in respect of the Client’s future use.
8. In the event that the Client is in breach of any provision of this schedule, the Host shall be entitled to suspend services forthwith without notice