Full TERMS & CONDITIONS Relating to the supply of goods & services by RT
These are RT’s Full Terms and Conditions of Business and should be read in conjunction with the Order Form agreed between RT and the Customer and the applicable Service Schedule for the service required.
1. Definitions and Interpretation
1.1 In the Agreement the following expressions will have the following meanings unless inconsistent with the context:
“Acceptable Use Policy” – the acceptable and fair use policies of RT and any Third Party Services Providers from time to time applicable
“Agreement” – the agreement between RT and the Customer for the provision of Services and/or Products formed by these conditions, the terms of the Order Form and the Service Schedule
“Business Day” – a day which is not a Saturday or Sunday or Public or Bank Holiday in England
“Business Hours” – 9am to 5pm on each Business Day
“Confidential Information” – all information in respect of the business of a party including any ideas; business methods; finance; prices, business, financial, marketing, development or manpower plans; customer lists or details; computer systems and software; products or services, including know-how or other matters connected with the products or services manufactured, marketed, provided or obtained by a party, and information concerning a party’s relationships with actual or potential clients, customers or suppliers and any other information which, if disclosed, will be liable to cause harm to that party
“Contract Year” – the period of 12 months from the Effective Date and each successive period of 12 months during the continuance in force of the Agreement or, in respect of the final Contract Year under the Agreement, the period from the end of the penultimate Contract Year to the date of termination of the Agreement, if shorter
“Customer” – as identified on the Order Form
“Customer Personnel” – all employees and other personnel of the Customer and all agents, contractors and other users of the Services
“Effective Date” – the date set out in the Order Form
“Fees” – the charges due to RT as set out in the Order Form or Service Schedule, as may be amended from time to time pursuant to these conditions or the Service Schedule
“Initial Term” – the initial term of the Agreement as set out in the Order Form
“RT” – RT Brand Communications Ltd registered in England, No. 04781150, whose registered address is at Allen House, East Borough, Wimborne, BH21 1PF together with its associated or subsidiary companies.
“RT Equipment” – any hardware, software, cabling and/or other products or equipment provided by RT to the Customer in connection with the provision of the Services or otherwise used by RT to provide the Services
“Order Form” – the order form signed by the Customer detailing the Services and/or Products to be supplied by RT
“Products” – any hardware, software, cabling and/or other products or equipment sold or licensed by RT to the Customer as identified in the Order Form, as may be amended from time to time pursuant to paragraph 3.5 of these conditions
“Services” – the service provided by RT as identified in the Order Form, as may be amended from time to time pursuant to paragraph 3.5 of these conditions or the Service Schedule
“Service Schedule” – any service schedule applicable to the particular Services and Products, as identified in the Order Form
“Service Levels” – any service levels applicable to the Services as set out in the Service Schedule
“Third Party Services” – any part of the Services which RT procures from a third party, and any third party hosting services and/or equipment which RT uses in order to provide the Services
“Third Party Services Provider” – the provider of any Third Party Services
1.2 If there is a conflict between any of these conditions, the Order Form and the Service Schedule, the conflict will be resolved according to the following order of priority:
1.2.1 the Order Form,
1.2.2 the Service Schedule, and
1.2.3. these conditions
1.3 The headings to these conditions and in the Order Form and Service Schedule are for convenience only and shall not affect their construction or interpretation.
1.4 Any phrase in the Agreement introduced by the term “include”, “including” “in particular” or any similar expression will be construed as illustrating and will not limit the meaning of the words proceeding that term.
2 Contractual Form of Agreement
2.1 These conditions, together with the other terms set out in the Agreement, will apply to all contracts and agreements between the parties to the exclusion of all other terms and conditions and all previous oral or written representations, including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order or similar document, whether or not such document is referred to in the Order Form.
2.2 Each order or acceptance of a quotation for Services or Products will be deemed to be an offer by the Customer to purchase Services or Products upon these conditions. The Agreement is formed when the order is accepted by RT, by way of e-mail confirmation or any other written acknowledgement. No contract will come into existence until such written acknowledgement of the order is issued by RT. All orders must be on RT’s standard order form.
2.3 Any quotation provided by RT is valid for a period of 7 days only from its date, provided RT has not previously withdrawn it.
2.4 All orders are non-cancellable. Without prejudice to this, no Products may be returned by the Customer following delivery unless they fail to comply with their specification due to defects in material or workmanship, and then only in accordance with the provisions of paragraph 7.1.
2.5 RT will be entitled to make changes to these conditions at any time and the Customer will be subject to any such amended conditions from the date that such changes are made. The most recent version of these conditions from time to time will be found at .rtmedia.com and the Customer shall check periodically for changes. Posting changes to these conditions at .rtmedia.com shall be deemed to be sufficient notice to the Customer of such changes.
3 RT, Rights and Obligations
3.1 The Services and the Products to be provided to the Customer are as described or referred to on the Order Form and the Service Schedule.
3.2 Time for performance or delivery is not of the essence and any timescales for performance or delivery given by RT are estimates only. RT will use its reasonable endeavours to provide the Services and deliver the Products in accordance with any timescale set out on the Order Form, but will not be liable to the Customer where it fails to meet any timescale.
3.3 RT will not be liable for any failure to provide the Services and/or deliver the Products resulting from any breach by the Customer of the Agreement.
3.4 RT will not be obliged to provide any Services or Products not referred to in the Order Form.
3.5 RT may at any time and from time to time improve, correct or otherwise modify all or any of the Services and/or Products (including substituting software and/or Products with software or equipment of similar specification) provided that such modification does not materially adversely affect provision of the Services to the Customer or the functionality of the Products. RT will endeavour to give the Customer reasonable notice of any such modification, where this is reasonably practicable.
3.6 RT shall use its reasonable endeavours to provide the Services in accordance with the Service Levels. However, the Customer acknowledges that, given the nature of the Services, RT cannot guarantee that the Services will be uninterrupted or error free.
3.7 Risk of damage to or loss of the Products will pass to the Customer on delivery.
3.8 Ownership of the Products will not pass to the Customer until RT has received in full (in cash or cleared funds) all sums due to it in respect of:
3.8.1 the Products; and
3.8.2 all other sums which are or which become due to RT from the Customer on any account.
3.9 Until ownership of the Products has passed to the Customer, the Customer must hold the Products on a fiduciary basis as RT’s bailee and maintain the Products in satisfactory condition insured on RT’s behalf for their full price against all risks to the reasonable satisfaction of RT.
3.10 The Customer’s right to possession of the Products will terminate immediately if any of the circumstances set out in paragraph 9.4 occur.
3.11 RT will be entitled to recover payment for the Products notwithstanding that title in any of the Products has not passed from RT.
3.12 On termination of the Agreement, howsoever caused, RT’s rights contained in paragraphs 3.8 to 3.11 will remain in effect.
3.13 Subject to the conditions set out in this clause, all Intellectual Property and Intellectual Property Rights shall remain the property of RT:
3.13.1 All project work, retainer work, fee-paid or free client work produced by RT remains the Intellectual Property of RT and is therefore owned by RT, unless the transfer of IP is agreed in writing at the beginning of a project or agreed during a project phase.
3.13.2 Transfer of IP ownership can be quoted on request and is never quoted as a matter of course. Certain aspects (such as illustrations and photographic images etc) provided by third-parties to RT for the purposes of final client delivery are subject to shared IP, owned jointly between the supplier and RT, with all copyrights recognised. The client can also ‘share’ the IP though Intellectual Property Rights agreements.
3.13.3 All client work is subject to Intellectual Property Rights, given by RT to the Client. The term “Intellectual Property Rights” means, copyrights, database rights, rights in logos, content, inventions, trade secrets and know-how, patents, all rights of whatever nature in computer software and data, all rights of privacy and all intangible rights and privileges of a nature similar to any of the above, in every case in any part of the world and whether or not registered; and including all granted or pending registrations, and all rights to make applications for registration in respect of any of the same.
3.13.4 The effect of 3.13.3 above is that a license to use any or all of these elements within the context of normal client business is allowed and conferred to the client as part of the commission of and production of client work and assets. This same license is also extended to agencies of the client, whether present or future, who might, in the course of normal client business and support, need to utilise any or all of the assets where IP is owned by RT.
3.13.5 All Intellectual Property Rights in the content and design of websites and any material emailed to the client or otherwise supplied to the client in conjunction with online projects are the property of RT. No use or reproduction of any RT Intellectual Property, including any trademarks, registered or unregistered, for any reason is permitted without written permission from RT or without Intellectual Property Rights being granted.
3.13.6 Any materials supplied by the Client for incorporation in a website or any other materials added by the Client to the contents of the website and the Intellectual Property Rights therein shall remain the property of the Client.
3.13.7 The software and code, which operates websites, designed and developed by RT, is proprietary software and code and may not be used by or on behalf of the Client except as expressly allowed under these Terms. The Client may not copy, reverse engineer, modify or otherwise deal with the software and code without Intellectual Property Rights being granted.
4 Customer Obligations
4.1 The Customer will provide RT with all information, instructions and assistance that RT may reasonably require in order to carry out its obligations under the Agreement. The Customer shall co-operate fully and in good faith with RT and any applicable Third Party Services Provider. The Customer shall provide all reasonably necessary physical access to Customer premises and other sites at all reasonable times as required (including access for the purposes of installation, inspection, maintenance, replacement, upgrade, or removal of the Products, RT Equipment and any other equipment associated with the Services), facilities at such premises and sites, assistance with testing and other assistance to RT that RT shall reasonably require to perform its obligations under the Agreement, and the Customer shall comply with any reasonable operating instructions issued by RT from time to time.
4.2 If RT is provided with any incorrect information or instructions in connection with the Services, then the Customer shall pay any reasonable additional and wasted costs and expenses incurred or suffered by RT as a result in setting-up and/or providing any Services.
4.3 Where RT or any Third Party Services Provider is working on Customer premises, the Customer shall ensure a safe working environment in compliance with all applicable health and safety laws.
4.4 RT reserves the right to refuse access to its premises and servers to anyone.
4.5 The Customer shall not use the Services, any RT Equipment or any Customer equipment which is located on RT premises:
4.5.1 to provide, store, host, link to or connect to illegal content, content designed to offend or cause needless anxiety to others, any material which is abusive, indecent, defamatory, obscene, threatening, menacing or likely to cause harassment or which is in breach of any copyright, confidence, privacy or any other rights or scanning software;
4.5.2 to distribute illegal, copyright infringing, indecent or offensive material;
4.5.3 to send or procure the sending of any unsolicited e-mail; or
4.5.4 in an unlawful manner or for any illegal purpose.
4.6 Whether or not express reference is made to Customer Personnel in the relevant provision, the Customer will procure that all Customer Personnel comply with all the duties, obligations and restrictions imposed on the Customer by the Agreement, to the extent such duties, obligations and restrictions are applicable to the Customer Personnel. Any act or omission of any Customer Personnel which, if it had been committed or omitted by the Customer, would have been a breach of the Agreement by the Customer will be deemed to be a breach of the Agreement by the Customer who will be liable to RT accordingly.
4.7 Where the Products include any software, the same is provided on a licensed basis in accordance with the licence terms and conditions applicable thereto, which the Customer agrees that it will comply with.
4.8 Sign-off: Following completion of any pre-defined phase or project, the Client is required to check, approve and sign-off any work prior to final production. Any discrepancies, (and) or mistakes identified after a successful sign-off are accepted as the responsibility of the Client
5.1 Without prejudice to any other right or remedy that it may have in such circumstances, RT reserves the right to suspend provision of any part of the Services where:
5.1.1 the Customer’s use of any of the Services is found to be monopolising the resources available (this policy is only implemented in extreme circumstances and is intended to prevent misuse of the Services); or
5.1.2 the Customer is in breach of the Acceptable Use Policy, paragraph 4.6, or otherwise in material breach of the Agreement and fails to rectify such breach within 7 days of a written request from RT requiring the same to be rectified; or
5.1.3 there is a requirement for maintenance, repair or upgrade of any RT systems and/or the Services (RT shall use reasonable endeavours to give as much advance notice to the Customer as is reasonably practicable in the circumstances); or
5.1.4 it needs to deal with any actual or suspected security breach, virus, or attack or any misuse by any person of any RT systems and/or the Services; or
5.1.5 necessary because of an emergency; or
5.1.6 required by any regulatory, governmental or other competent authority; or
5.1.7 the Services depend on any Third Party Services and that Third Party Service is suspended by the relevant Third Party Services Provider; or
5.1.8 the Customer fails to pay any Fees in accordance with the provisions of the Agreement and fails to rectify such failure within 7 days of a written request from RT requiring the same to be rectified.
5.2 RT may from time to time close down the whole or part of a network for routine repair or maintenance work. RT shall give as much notice as in the circumstances is reasonable and shall endeavour to carry out such works during the scheduled maintenance periods as published by RT as appropriate.
5.3 RT may from time to time without notice close down or restrict the whole or part of the Services where necessary for emergency repair, to prevent overload of the network, or to preserve the safety, security or integrity of the Services and traffic conveyed. RT shall at its sole discretion decide when such action is necessary.
5.4 The Customer’s internal network configuration and any equipment that it uses with the Services that is not a Product or RT Equipment remains the responsibility of the Customer. Any interruptions to the Services that occur as a result of an internal configuration or equipment issue may not be deemed as an interruption or suspension of the formal provision of the Services and RT shall have no liability in this respect.
5.5 Where provision of any part of the Services is suspended by RT pursuant to paragraph 5.1.1, 5.1.2 or 5.1.8, RT shall be entitled to charge the Customer its standard reconnection fee from time to time applicable which the Customer shall pay to RT prior to RT recommencing provision of such part of the Services.
6.1 All Fees payable monthly or yearly as indicated in the Service Schedule and Order Form will be paid by the Customer in advance and will not be refundable in whole or part if the Agreement or relevant part is terminated by the Customer during the period to which the payment relates.
6.2 RT reserves the right to require the payment of such Fees as it shall specify in the Order Form upfront prior to the commencement of the provision of the Services or any Products or before any order is progressed.
6.3 All other Fees (unless indicated otherwise in the Service Schedule or Order Form) shall be payable by the Customer following provision of the relevant Services or delivery of the Products, or, where provision of the relevant Services continues for more than one month, monthly in arrears.
6.4 Additional Fees will become payable if the Customer exceeds agreed or stipulated bandwidth or other use levels or restrictions set out in the Service Schedule or Order Form.
6.5 Any total sum for the Fees set out in an Order Form is (unless stated in the Order Form to be a fixed and firm amount) an estimate of the Fees only and not a fixed price quotation.
6.6 RT shall be entitled to increase the Fees at any time, but no such increase may take effect earlier than the end of the Initial Term except where the costs incurred by RT in the provision of the relevant Services or Products increase through factors that are outside of RT’s control, including electricity and bandwidth charges and charges levied by Third Party Services Providers. RT shall give the Customer 30 days’ notice of such increases.
6.7 Any sums payable by the Customer to RT under the Agreement are exclusive of value added tax or any similar taxes, levies or duties, which will be added to such sums and be payable by the Customer at the appropriate rate.
6.8 The Customer will pay invoices within 14 days of the date of the invoice, unless otherwise agreed. RT may charge interest on all overdue amounts from time to time on a daily basis at a rate of 2% above the base rate of The Royal Bank of Scotland PLC, to run from the due date of payment until receipt by RT of the full amount (including any accrued interest) whether before or after judgment in respect of the overdue amount. Should RT refer your account to a collection agency (which may be a firm of solicitors), then RT will also add a referral fee to the amount owing. The current referral fee is £200+VAT. RT also reserves the right to continue to add monthly late payment charges, at the increased rate of 3.5% of the outstanding balance or £30 (whichever is higher), until payment is received for the outstanding debt. Late payment charges will be levied monthly, after, as well as before, any judgment if court proceedings for recovery are instituted.
6.9 The Customer, together with its officers, agrees that RT may make a search in relation to the Customer with a credit reference agency (and make other credit enquiries from time to time), keep a record of that search and enquiries, and share that information with third parties. The Customer also confirms it has the power to consent for RT to make enquiries about the principle directors/proprietors of the Customer with a credit reference agency.
6.10 All Fees shall be paid by such method as determined by RT from time to time (which may include payment by direct debit, BACS, cheque or credit card) to such account as RT may specify from time to time. Where the Customer authorises payment of any of the Fees by credit card then RT may deduct other amounts becoming payable to it under the Agreement under that credit card without obtaining additional authorisation from the Customer
6.11 All payment is in UK sterling.
6.12 All payments to be made by the Customer will be made in full without any set-off, restriction or condition and without any deduction or withholding for or on account of any counterclaim or any present or future taxes, levies, duties, charges, fees, deductions or withholdings of any nature, unless the Customer is required by law to make any such deduction or withholding.
6.13 RT shall have a lien over and be entitled to retain any equipment and property of the Customer in RT’s possession pending satisfaction in full of the Customer’s payment obligations under the Agreement, including following any termination of the Agreement. This shall include the right to sell the same and set off the proceeds of sale against any sums owing.
7.1 RT without charge and within a period of 12 months from the date of delivery to the Customer of any product agrees that in respect of any product which is proved to the reasonable satisfaction of RT to not comply with specification, due to defects in material or workmanship, it shall repair or at its option replace such Product. Provided that RT complies with this obligation it shall have no further liability to the Customer in connection with such non-compliance. This obligation will not apply where:
7.1.1 the Product has been improperly altered in any way whatsoever, or has been subject to misuse or unauthorised repair;
7.1.2 the Product has been improperly installed or connected (other than by RT);
7.1.3 any maintenance requirements relating to the Product has not been complied with (other than where RT is responsible for such maintenance under the Agreement); and
7.1.4 the Customer has failed to notify RT of any defect or suspected defect within 14 days of the same coming to the knowledge of the Customer, and in any event no later than 12 months from the date of delivery.
7.2 RT warrants that the Services will be provided with reasonable care and skill.
7.3 RT does not (and nothing in the Agreement shall be construed so as to) exclude its liability (if any) to the Customer:
7.3.1 for breach of RT’s obligations arising under section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982;
7.3.2 for personal injury or death resulting from RT’s negligence;
7.3.3 under section 2(3) Consumer Protection Act 1987;
7.3.4 for any matter for which it would be illegal for RT to exclude or to attempt to exclude its liability; or
7.3.5 for fraud.
7.4 Except as provided in paragraph 7.3, RT will be under no liability to the Customer whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any indirect or consequential loss or for any loss of profits, loss of business, loss of anticipated savings, depletion of goodwill and like loss however caused arising out of or in connection with the Agreement.
7.5 Subject to paragraphs 7.3 and 7.4, RT’s aggregate liability in any Contract Year under the Agreement whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or loss howsoever caused will be limited to the Fees payable in that Contract Year.
7.6 Except as set out in paragraph 7.3, RT hereby excludes to the fullest extent permissible in law, all conditions, warranties and stipulations, express (other than those set out in the Agreement) or implied, statutory, customary or otherwise which, but for such exclusion, would or might subsist in favour of the Customer.
7.7 The Customer acknowledges that the above provisions of this paragraph 7 are reasonable and reflected in the Fees which would be higher without those provisions, and the Customer will accept such risk and/or insure accordingly.
8 Force Majeure
Neither party is under any liability to the other party in respect of anything which, apart from this provision, may constitute a breach of the Agreement arising by reason of force majeure which means, in relation to either party, circumstances beyond the reasonable control of that party including acts of God, acts of any governmental or supra-national authority, war or national emergency, riots, civil commotion, fire, network failure, systems fault, unauthorised use or access to the IT systems of RT or the Customer, explosion, flood, epidemic, lock outs (whether or not by that party), strikes and other industrial disputes (in each case, whether or not relating to that party’s workforce), restraints or delays affecting shipping or carriers, inability or delay in obtaining supplies of adequate or suitable materials and currency restrictions, to the extent outside of its reasonable control.
9 Term and Termination
9.1 The Agreement shall commence on the Effective Date and shall continue in force for the Initial Term and thereafter shall continue in force unless or until terminated by one party in accordance with clause 9.
9.2 Unless stated otherwise in the relevant Service Schedule, at the end of the initial term the agreement will renew automatically for an additional Contract Year unless either party gives to the other not less than 90 days’ notice in writing before the contract renewal date.
9.3 Where a customer is terminating an RT service a cancellation form will be raised which will need to be signed by both parties. The notice period will not commence until this is completed.
9.4 RT may by written notice served on the Customer terminate the Agreement immediately if the Customer:
9.4.1 either is in material breach of any of the terms of the Agreement and such breach is incapable of remedy or, where the breach is capable of remedy, fails to remedy such breach within 14 days after service of a written notice from RT specifying the breach and requiring it to be remedied;
9.4.2 is due to make a payment to RT yet fails to make the payment for a period of one month following the due date of payment.
9.4.3 is unable to pay its debts within the meaning of section 123 Insolvency Act 1986, makes a proposal for a voluntary arrangement or convenes a meeting of its creditors to consider such a proposal, becomes subject to any voluntary arrangement, has a receiver, manager, or administrative receiver appointed over any of its assets, undertaking or income, passes a resolution for its winding-up, is subject to a petition presented to any court for its winding-up, has a provisional liquidator appointed, has a proposal made for a compromise or arrangement under Part 26 Companies Act 2006, has an administrator appointed in respect of it or is the subject of an application for administration filed at any court or a notice of appointment of an administrator filed at any court or a notice of intention to appoint an administrator filed at any court by any person or is the subject of a notice to strike off the register at Companies House;
9.4.4 has any distraint, execution or other process levied or enforced on any of its property; or
9.4.5 ceases to trade.
9.5 The termination of the Agreement howsoever arising is without prejudice to the rights, duties and liabilities of either party accrued prior to termination. The clauses in the Agreement which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.
9.6 Subject to the provisions of paragraph 6.13, on termination of this Agreement howsoever arising each party will return to the other any property of the other in its possession or control.
9.7 Without prejudice to any other of its rights and remedies:
9.7.1 RT will be entitled to remove the Customer’s data from its systems and any RT Equipment and/or put the RT Equipment to any use other than the Customer’s following termination of the Agreement. RT is not required to back up such data or return the same to the Customer prior to any such removal; and
9.7.2 in the event of any termination by RT pursuant to paragraph 9.4, or by the Customer pursuant to any provision of these conditions, the Customer shall be liable to pay or reimburse RT for any cancellation charges that may be due to any Third Party Services Provider or otherwise due as a consequence of such termination.
10 Data and Confidential Information
10.1 RT reserves the right to hold the names and other information provided by and relating to Customers in a computerised database. This data will be used to enable the provision and maintenance of Services, and may in certain circumstances be supplied RT to Third Party Service Providers and any other suppliers to RT to enable the provision or maintenance of the Services.
10.2 Customers who request an IP address assignment hereby agree to having their contact details added to the WHOIS or other relevant database or registry.
10.3 Where RT is processing any personal data relating to the Customer in connection with the provision of the Services, it is doing so on behalf of the Customer as a “data processor” under the Data Protection Act 1998, and the Customer is the “data controller”. RT will comply with its obligations under the Data Protection Act 1998 as data processor.
10.4 In particular RT will maintain and comply with reasonably appropriate technical and organisational measures against unauthorised or unlawful processing of that personal data and against accidental loss or destruction of, or damage to that personal data.
10.5 Each party will keep confidential:
10.5.1 The terms of the Agreement; and
10.5.2 any and all Confidential Information that it may acquire in relation to the other party.
10.6 Neither party will use the other party’s Confidential Information for any purpose other than to perform its obligations under the Agreement. Each party will ensure that its officers and employees comply with the provisions of paragraphs 10.5 and 10.6.
10.7 The obligations on a party set out in paragraphs 10.5 and 10.6 will not apply to any Confidential Information which:
10.7.1 either of the parties can demonstrate is in the public domain (other than as a result of a breach of paragraph 10.5 or 10.6); or
10.7.2 a party is required to disclose by order of a court of competent jurisdiction but then only to the extent of such required disclosure.
10.8 The provisions of paragraphs 10.5 and 10.6 will survive any termination of the Agreement for a period of Five (5) years from termination.
11 Specific terms of Services provided by RT
11.1 Web Hosting – Shared: when RT shall agree to supply a shared web hosting service the following terms shall apply, namely:-
11.1.1 RT will make the service available on a shared hosting platform and RT in its absolute discretion and without notice may from time to time amend the specification and hardware used for this purpose to the extent that any such variation shall be made for purposes of securing service continuity or improvement.
11.1.2 RT will not grant to the Customer any access rights unless as agreed otherwise in the relevant Order Form and/or Service Schedule.
11.1.3 RT will not grant to the Customer any administration rights to any shared used in connection with this clause and RT similarly withholds any permission to change server configurations unless it shall separately agree such rights with the Customer.
11.1.4 All costs relating to services supplied under this clause shall be as set out in the Order Form completed between RT and the Customer.
11.2 Web Hosting – Dedicated: when RT shall agree to supply a dedicated web hosting service the following terms shall apply, namely:-
11.2.1 RT agrees, subject to the terms of sub-clause 11.2.2 below, to make available to the Customer whatever services and equipment as are necessary to meet all the specifications agreed between the parties and as set out in the Order Form together with any Service Schedule.
11.2.2 The specification of any server supplied by RT under this clause shall be set by RT in its absolute discretion yet shall be based upon the nature and scope of the Customers specific project or requirements as requested by the Customer and as set out in the Order form together with any Service Schedule.
11.3 Supply of IP address: when RT shall agree to source and/or supply an IP address the following terms shall apply, namely:-
11.3.1 The Customer shall not be granted title, ownership or exclusive use of any IP number or address assigned to it by RT.
11.3.2 RT retains the right in its sole discretion to change or remove any IP number or address at any time.
11.4 Supply of SSL Certificates: when RT shall agree to supply any SSL certificate the following terms shall apply, namely:-
11.4.1 On request by the Customer RT shall apply for an SSL certificate the costs of which (including any renewals fees then known) shall be as set out in the Order Form together with any Service Schedule, shall be pre-payable and shall not be refundable.
11.4.2 The Customer warrants to RT that the information it shall supply to RT for this purpose shall be current, accurate and complete.
11.4.3 The Customer acknowledges that (i) a transfer of an SSL certificate between servers, and (ii) changes to the host name of a certificate, may incur additional costs that shall be the responsibility of the Customer who shall account to RT for such fees and costs when properly demanded.
11.5 Domain Name Services: when RT shall agree to supply Domain Name Services the following terms shall apply, namely:-
11.5.1 Orders to RT in respect of Domain Name registration shall be accompanied by the relevant fee and as may be set out in the Order Form together with any Service Schedule. Such costs are payable in advance and unless otherwise agreed between the Parties are non-refundable.
11.5.2 Domain Names will be subject to chargeable periodic renewal, review and transfer fees (if requested). The cost of such services will be as set out in the Order Form together with any Service Schedule or otherwise duly communicated to the Customer by RT and be payable as demanded and be non-refundable.
11.5.3 The Customer warrants that the information submitted for the purposes of a domain name registration (or any amendment thereto) is current, accurate and complete, that it has the legal right to apply for and use the domain name and that its use of the domain name will not infringe any person’s Intellectual Property Rights or other legal rights. The Customer also acknowledges it obligation to keep domain registration detail sup to date and according agrees to supply details of any changes to RT in a prompt manner.
11.5.3 The Customer acknowledges that certain information submitted for the purposes of a domain name registration, including name, address, email address and telephone number may be published on the internet via “WHOIS” services or similar register.
11.5.4 RT may reject in its sole discretion any request by the Customer to register a particular domain name, will not be bound to offer any advice in relation to any actual or potential domain name dispute and will have no liability in respect of the suspension or loss of a domain name by the Customer as a result of any domain name arbitration procedure or court proceedings.
11.5.5 The Customer acknowledges that domain names will be subject to the rules and policies from time to time of the relevant registry or registration authority, and Customer agrees to abide by all such rules and policies.
11.6 Supply of e-mail Services: when RT shall agree to supply e-mail transmission, storage and/or management services the following terms shall apply, namely:-
11.6.1 RT will upon request provide POP3/IMAP and webmail email services to the Customer. All outbound and inbound email will be routed via a filtering service as set out in the Order Form.
11.6.2 RT will supply all required details to enable the customer to setup their email accounts, however RT is not responsible for configuring email accounts or troubleshooting email issues on the customer’s own hardware .
11.6.3 If the Customer or a mailbox exceeds the relevant storage limit RT may suspend delivery of further emails until the Customer deletes emails to bring the mailbox within the storage limit.
11.6.4 RT makes no guarantees regarding the delivery, completeness, accuracy or timeliness of any email transmitted through its servers.
11.6.5 RT employs an email filtering service to improve deliverability and reduce spam, but cannot guarantee any email received by the Customer will be free from all viruses or spam. It remains the Customer’s responsibility to operate its own filtering and security software on its own computer systems.
11.6.6 RTs filtering service may from time to time incorrectly identify a legitimate email as spam, and automatically modify, mark or delete it. The Customer agrees and acknowledges this fact and its ability to request specific email addresses be included in categories that will allow their unhindered progress through RTs filtering service.
11.7 Customer Support Service
RT understands that a customer may from time to time require assistance and support in managing its day to day activities involving Services provided by RT. Accordingly RT agrees to use its reasonable endeavours to provide such service assistance as may be reasonably expected from its customers. RT will also use its reasonable endeavours to provide phone based assistance and provide access to its staff during normal working hours; in doing so RT will attempt to use its reasonable endeavours to resolve customer enquiries in a prompt and efficient manner.
RT reserves the right to charge customers for support services given, on a time and materials basis where the issue requiring support has been caused by actions taken by he customer.
12.1 Each right or remedy of RT under any agreement is without prejudice to any other right or remedy of RT under this Agreement.
12.2 If any condition or part of the Agreement is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from the Agreement and this will not affect any other provisions of the Agreement which will remain in full force and effect.
12.3 No failure or delay by RT to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy.
12.4 RT may assign, delegate, license, hold on trust or sub-contract all or any part of its rights or obligations under the Agreement.
12.5 The Contract is personal to the Customer who may not assign, delegate, license, hold on trust or sub-contract all or any of its rights or obligations under the Agreement without RT’s prior written consent.
12.6 The parties to the Contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
12.7 The Agreement contains all the terms which RT and the Customer have agreed in relation to the Services and Products and supersedes any prior written or oral agreements, representations or understandings between the parties relating thereto. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of RT which is not set out in the Agreement. Nothing in this paragraph 12.7 will exclude any liability which one party would otherwise have to the other party in respect of any statements made fraudulently.
13 Applicable Law and Jurisdiction
Any reference to any law, regulation or statute shall; also mean any amendment, change, substitution or re-enactment thereof. The construction, performance and validity of the Agreement will be governed by English law and the English courts have jurisdiction to settle any disputes which may arise out of or in connection with it.
RT Brand Communications Limited:
Full Terms and Conditions of Business issue number 14.03 v1
These terms were posted and are valid from 1 March 2014; they replace all other terms valid at that date.