Service Agreement Terms and Conditions
Binarydrive Ltd Service Agreements are carried out under the following terms and conditions. These apply to the exclusion of all other terms and conditions unless stated otherwise in any official correspondence. These terms and conditions do not affect your statutory rights.
Definitions: In these terms "we/us/our" means Binarydrive Ltd and "you" means the Client, whose details appear on the Service Agreement. The "Contract" means the agreement between you and us based on engagement/appointment correspondence. The "service" and/or "services" means the services provided as detailed in the quotation and/or Service Agreement.
1. Variation
These terms and conditions may be subject to amendment from time to time. If these terms and conditions are altered you will be notified by email, letter or other appropriate medium. If you have any uncertainties about these conditions as they might apply to you it is your responsibility to clarify the situation by contacting us before your services commence.
2. Payment
a) All quotations/invoices are subject to VAT at 17.5%
b) Binarydrive Ltd Service Agreements are annually renewable and payable in advance of your renewal date unless otherwise agreed in writing.
c) Binarydrive Ltd Service Agreement payments will be invoiced thirty days in advance of the anniversary of the initial payment.
d) Payment must be received in full before the renewal date in order for service to continue uninterrupted.
e) At our discretion, if payments are not received by the due date for payment you may be asked to pay us interest on the amount unpaid and a compensation fee in accordance with the Late Payment of Commercial Debts [Interest] Act 1998 (as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002). Interest is charged at the standard annual rate of 8% above the act reference rate. The amount of compensation varies according to the overdue sum: For debts of less than £999.99 the compensation is £40.00; for debt of £1000.00 to £9999.99 the compensation is £70.00 and for debts greater than £10000 the compensation amount is £100.00.
f) If payments and requested late payment interest/compensation are not received by us by the due date(s) we reserve the right to suspend your Service Agreement and/or other services until such time as payment is received in full (without prejudice to any other remedy available to us).
3. Content Updates
a) If your Service Agreement includes content updates requests to update your content may be made by telephone, email, fax or in writing.
b) Requests will normally only be dealt with during normal office hours (9:00am-5:00pm Mon-Fri).
c) In the case of an emergency we may be available out of office hours but no guarantee is provided.
d) We strive to process all minor update requests within 24hrs but this cannot be guaranteed.
e) When we receive your update request we will establish if the update falls within the scope of your Service Agreement, and if not, advise you of the cost of the update before starting work.
f) It is your responsibility to provide us with the required information to complete your update. Binarydrive Ltd takes no responsibility for errors in content supplied by you for the website.
g) You grant Binarydrive Ltd permission to utilize logos and any other company identity for the purposes of creating/modifying the website.
h) You agree to indemnify Binarydrive Ltd from any and all claims arising from your negligence or inability to obtain proper copyright permissions for all content supplied.
4. Web Hosting
a) Technical specifications for the server equipment used to host your website are available on request. The exact specifications of your server may vary positively over time.
b) The amount of storage and allowed bandwidth usage (traffic throughput) on your web hosting account is specified in your Service Agreement. If the specified amount is exceeded we may contact you to arrange an appropriate increase in your fees. At our discretion this may result in an interim payment being required to continue service.
c) Bandwidth and/or storage allowances are subject to a soft-limits reasonable use clause: Occasional, minor (+ 10%) over usage of these resources is permitted but in cases of persistent, extreme over usage Binarydrive Ltd will usually recommend an increase in resource allowance and corresponding Service Agreement fees. We reserve the right to suspend accounts which are deemed to be abusing the system.
d) FTP access details to your files are issued on request.
e) Where FTP access is granted to you or in the case of websites where we empower you to update the site yourselves Binarydrive Ltd cannot be held responsible for the content displayed on your website. Furthermore, any use of Binarydrive web hosting services for holding and/or displaying offensive, illicit or otherwise illegal material will result in immediate suspension of the web hosting account pending investigation.
f) Under no circumstances will Telnet or SSH access be granted to end-users as this compromises server security.
g) Binarydrive Ltd guarantees uptime and service as stated by your Service Agreement SLA. This guarantee operates to the exclusion of acts of God, Government regulation, terrorism, civil disorder or other factors over which Binarydrive Ltd and partners have no control. In the unlikely event of our failure to uphold our SLA a refund will be offered in proportion to the amount of downtime incurred.
5. Email
a) POP3 and SMTP email accounts are provided as specified in your Service Agreement.
b) When embarking on a Service Agreement including email hosting you will be given the appropriate user name and password details for each account and the incoming (POP3) and outgoing (SMTP) mail server name.
c) Binarydrive Ltd cannot and will not provide technical support for troubleshooting problems with your computer. If you require on-site support for your computer(s) and/or network(s) we can usually put you in touch with a company who can assist you.
d) Requests for changes to user/password combinations will usually be actioned within 24 hours.
e) The use of Binarydrive hosting accounts for bulk emailing purposes is strictly prohibited in order to maintain server stability. We therefore operate a 20/minute, 1000/day email limit on all Service Agreement accounts. Any emails above this limit will be returned to sender.
f) Binarydrive Ltd guarantees uptime and service as stated by your Service Agreement SLA. This guarantee operates to the exclusion of acts of God, Government regulation, terrorism, civil disorder or other factors over which Binarydrive Ltd and partners have no control. In the unlikely event of our failure to uphold our SLA a refund will be offered in proportion to the amount of downtime incurred.
g) Where a junk/SPAM filter is provided Binarydrive will make every effort to provide a reliable service but due to the invasive nature of these messages we cannot and will not be held responsible for any genuine email messages inadvertently filtered out or any junk/SPAM which fail to be filtered out.
6. Domain Name(s)
a) Binarydrive Ltd will advise clients on selecting domain names and register these for them as requested at current rates but cannot guarantee that a certain name will be available.
b) Binarydrive Ltd reserve the right to make a small charge for any administrative work associated with subsequent hosting or domain name transfers into or out of our facilities.
c) Domain name renewals are made automatically as part of your Service Agreement unless we are notified in writing 28 days in advance of your renewal date.
d) Please note that we cannot accept responsibility if a domain name fails to be re-registered due to circumstances beyond our control.
7. Search Engine Promotion
Where Binarydrive Ltd undertakes promotion of your website through Search Engine placement no guarantee is given that rankings can be achieved on particular Search Engines.
8. Website Traffic Statistics
a) If your Service Agreement includes website traffic statistics you will be given access to our statistics software. This can be accessed securely via any computer with an Internet connection using a unique username/password combination.
b) Should you suspect that your password has been compromised you can request a new password by email. We will usually action password change requests within minutes but this may take up to 24 hours.
c) The statistics software displays information pertaining to your website visitors (ie origin, pages visited, total hits etc) but can only be used as a guide. We cannot be held responsible for any actions taken based on information gathered using this service.
9. Cancellation
If you wish to cancel your Service Agreement you are required to do so in writing giving 28 days notice. Cancellation will only be effective on receipt of such notice. Refunds for Service Agreement payments made or in progress will not be offered or made.
10. Internet Connection
Binarydrive Ltd is not responsible for establishing or troubleshooting your Internet dial up facility which provides your Internet connection. This is the responsibility of your own individual ISP.
11. Reservations
Binarydrive Ltd reserves the right to withdraw services at any time subject to 28 days written notice.
12. Warranties
Binarydrive Ltd makes no warranties of any kind, whether express or implied, for the services it provides other than for technical errors and oversights. Binarydrive Ltd will not be responsible for any direct, indirect or consequential damages that may result from the use of its services, including loss of data resulting from delays, non-delivery or interruption in service. You acknowledge and agree that Binarydrive Ltd cannot guarantee the absence of service interruptions caused by Acts of God or other circumstances beyond our control.
13. Indemnity
All services may be used for lawful purposes only. You agree to indemnify and hold Binarydrive Ltd harmless from any claims resulting from your use of our service that damages you or any other party.
14. Liability
Our total liability to you in contract or in tort arising in connection with this Contract shall not exceed the total price paid by you. We shall have no liability for loss of profits, business, revenue, goodwill or anticipated savings nor for any other indirect or consequential loss.
15. Standard charges
In the absence of agreed rates the following will apply:
· On-site works: £55 per hour
· Off-site works: £45 per hour
· Travelling and subsistence on a costs as incurred basis
