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Terms & Conditions

1. Definitions

The Charges means the charges for the Services as agreed between the Supplier and the Customer.

The Supplier means Edge Telecom Limited trading as Edge Telecom Networks, Edge Telecom Networks.

The Customer means a person or Company requesting services or products from the Supplier.

The Contract means the contract formed by the Customer requesting products and / or services from the Supplier.

Master Agreement means these General Terms and Conditions for Internet Related Services.

The Customer's Data means all and any information, data, computer files or other material supplied by the Customer from time to time to the Supplier

Intellectual Property Rights means any patent, trademark, service mark, registered design, copyright, design right, right to extract or exploit information from a database, database rights, know-how, confidential information or process, any application for any of the above, and any other intellectual property right recognised in any part of the world whether or not presently existing or applied for.

The Deliverables means any software, documentation or other materials provided to the Customer by th? Supplier.
2. Interpretation and Construction

This Master Agreement supersedes all prior agreements, arrangements, representations and undertakings between the Supplier and the Customer in respect of its subject matter and constitutes the entire agreement between the parties. No addition to or modification of any provision of this Master Agreement will be binding on the Supplier or the Customer unless recorded in writing and signed by their respective authorised representatives.

The headings to the conditions in the Master Agreement are for ease of reference only and do not affect their interpretation or construction.

The Master Agreement are governed by and are to be construed in accordance with English law, and the Supplier and the Customer will submit to the exclusive jurisdiction of the English Courts.
3. Services

The Supplier will provide the Services to the Customer on the terms of the Master Agreement.

At any time either the Supplier or the Customer may suggest a change to the Services. The Supplier will be entitled to charge the Customer at the Supplier's standard rates from time to time for implementing any such suggestion made by the Customer.

Neither the Supplier nor the Customer will be obliged to agree to any suggested change to the Services and, until any change to the Services (together with any consequential changes to the Master Agreement) has been mutually agreed and recorded in writing, the Supplier and the Customer will continue to perform the Contract without taking account of the suggested change.

No refunds will be given for any part used contractual periods of service or periods of service that have been paid for and subsequently cancelled by the Customer.
4. Charges and Payment

The Charges for the Services are as agreed between the Supplier Customer.

The Supplier will be entitled from time to time to increase any periodic Charge or other rates of charge (or both) by giving to the Customer not less than 30 days' notice in advance.

The Charges and all other amounts payable to the Supplier are exclusive of Value Added Tax (or any similar tax) which will be paid by the Customer at the rate and in the manner from time to time prescribed by law, and without deduction or set-off, by return of post or in any case within 7 days after the date of the Supplier's invoice.

If any amount payable to the Supplier by the Customer is not paid by the due date then (without prejudice to the Supplier's other rights and remedies), the Supplier may do either or both of the following: suspend the provision of any or all of the Services; or charge interest on the overdue amount (as well after as before judgment) on a daily basis from the due date to the date of actual payment (both dates inclusive) at the rate of 4% above the base rate of Barclays Bank PLC (or any other London Clearing bank which the Supplier may nominate) from time to time in force compounded quarterly. That interest will be paid by the Customer to the Supplier on demand.
5. The Customer's Obligations

The Customer will provide the Supplier, free of charge, with all information, materials, documentation, resources and facilities reasonably requested by the Supplier to allow the Supplier to provide the Services and the Deliverables. The Customer will ensure that its staff, contractors and other suppliers co-operate fully with the Supplier and cause no delay.

Where the Supplier needs the Customer to provide information or to take a decision, the Customer will do so promptly and so as not to delay the Supplier.
6. Intellectual Property Rights

The contents of all reports, documents, specifications, presentations, software and documentation prepared, made or written by the Supplier for or to the Customer, all advice given by the Supplier to the Customer, all the methodologies used by the Supplier in working for the Customer and the results of the work done by the Supplier for the Customer, are for the use of the Customer only and the Customer will not divulge them to any third party or use them for any purpose?other than for using the Services in accordance with the Master Agreement.

The Customer acknowledges that it will not have any rights in respect of any products, materials or methodologies used by the Supplier and owned by the Supplier or any third party, and the Customer agrees to keep the same confidential.
7. Terminiation

Any or all of the Services may be terminated:

* by the Supplier immediately on giving notice in writing to the Customer if the Customer fails to pay any sum due to the Supplier under the terms of the Master Agreement and that sum remains unpaid for 14 days after written notice from the Supplier that that sum has not been paid; or
    * by the Supplier immediately on giving notice in writing to the Customer if the Customer commits any material breach of any term of the Master Agreement and (in the case of a breach which is capable of being remedied) has failed, within 28 days after the receipt of a request in writing from the Supplier so to do, to remedy the breach; or
    * by either party immediately on giving notice in writing to the other if the other has a receiver or administrative receiver appointed of it or over any part of its undertaking or assets, or passes a resolution for winding-up (other than for the purposes of a bona fide scheme of solvent amalgamation or reconstruction), or if a court of competent jurisdiction makes an order to that effect, or if the other party becomes subject to an administration order or enters into any voluntary arrangement with its creditors, or if any similar process to any of the above is begun, or if the other party ceases or threatens to cease to carry on its business.

The Customer may terminate any Services immediately on giving 30 days notice in writing to the Supplier if the Supplier commits any material breach of any term of that Service and (in the case of a breach capable of being remedied) has failed within 28 days after receipt of a request in writing from the Customer to do so, to remedy the breach.

Any termination or expiry of a Service (however it happens) will not affect any accrued rights or liabilities of either party. Nor will it affect the coming into force or the continuing in force of any provision of the Master Agreement which is expressly, or by implication, intended to come into or continue in force on or after the termination or expiry of that Service.

The termination or expiry of a Service Schedule will not affect the continuing in force of any other Service Schedule unless that other Service Schedule expires or is expressly terminated in accordance with the Master Agreement or the provisions of that other Service Schedule.

No refund will be paid for any part used period of any service provided by the Supplier.
8. Assignment

The Customer may not assign or transfer the Master Agreement either in whole or in part or sub-license any of its rights under the Master Agreement.
9. Delays

Despite anything else contained in the Master Agreement or any Service Schedule, neither party will be liable for any delay or failure in performing its obligations under the Master Agreement or any Service Schedule (except an obligation to make payment) if that delay or failure is caused by circumstances beyond its control (including, without limitation, any delay caused by any act or omission of the other party or any third party), and the party so delaying will be entitled to a reasonable extension of time for the performance of its obligations.

The Supplier will endeavour to comply with any timetable or dates which the Supplier has given to the Customer for the performance of the Services, but any such timetable or dates are estimates only, and the Supplier will not be liable for any delay or failure to perform in accordance with that timetable or those dates.
10. Customer's Warranties

The Customer warrants to the Supplier that the Customer has not been induced to enter into the Master Agreement by any warranties or representations, except those specifically contained in the Master Agreement as warranties. The?Customer waives any claim for breach of any representation and for any misrepresentation, except in respect of any fraudulent misrepresentation.

The Customer warrants to the Supplier that none of the Customer's Data or its provision to the Supplier will infringe the Intellectual Property Rights of any third party, or contain anything which is obscene or defamatory, or which is a malicious falsehood, or will breach any applicable data protection legislation or any data protection principles.

The Customer warrants that it will not breach and Acceptable Usage Policy applicable to the Services published from time to time on the Supplier's web site.

The Customer warrants to the Supplier that the Customer's Data is complete, up to date, true and correct and that all additions and changes to the Customer's Data will be complete, up to date, true and correct, and that the Customer will not do anything or omit to do anything which might put the Supplier in breach of any Data Protection legislation or any Data Protection Principles.

The Customer will indemnify the Supplier and keep the Supplier indemnified against all claims, costs, damages, losses, expenses and liabilities incurred by the Supplier in connection with any breach of any of the Customer's warranties in the conditions above.
11. The Supplier's Warranty and Liability

The Supplier will perform the Services with reasonable skill and care. If the Services are not provided in accordance with this warranty and the Customer notifies the Supplier in writing of the non-compliance with this warranty within 3 months after performance, the Supplier will reperform the Services.

No representation or warranty is given that the Services or the Deliverables will be uninterrupted or error free or that all errors, defects or deficiencies can be corrected or remedied.

The Supplier will not be liable in contract or in tort (including negligence) or in any other way for any loss or damage sustained or incurred by the Customer or any third party (including, without limitation, any loss of use of any software or equipment, or loss of or spoiling of any data, or the results of processing any data) resulting from any defect, deficiency or error in any equipment or in any software or in any associated documentation, or for any failure or interruption of any telecommunications facilities or network systems.

The Supplier limits its liability for any loss or damage to tangible property of the Customer to that which has been caused directly by the negligence of the Supplier or its employees acting in the course of their employment and the Supplier will not be liable for any loss or damage to any tangible property which exceeds in aggregate �500 sterling or the value of the property lost, or the cost of repairing the damage to the property (whichever is the less).

The Supplier will not be liable to the Customer for loss of profits, loss of business, loss of anticipated savings, loss of opportunity, loss of contracts, loss or spoiling of data or any indirect or consequential loss, whether arising from negligence, breach of contract or in any other way, and whether or not of a kind foreseeable by the Supplier.

The Supplier will not be liable to the Customer for any loss arising out of any failure by the Customer to keep full and current security copies of the computer programs and data which it uses; the Customer's failure to comply with any technical prerequisites specified from time to time by the licensor of any software or the manufacturer of any equipment; any error or incompleteness in the Customer's Data; any fault in any media; any delay or failure on the part of the Customer in providing any of the Customer's Data to the Supplier; any delay or failure on the part of the Customer to notify the Supplier of any error in any output or of any actual or suspected failure of, or error or defect in, any equipment, software, network or telecommunications system; any failure of the Customer to comply with the terms and conditions of the Master Agreement; or any delay or failure on the part of any hardware or software supplier or maintainer to correct any fault or defect or to provide any other service.

All terms, conditions, representations and warranties, express or implied, not set out in the Master Agreement are, to the fullest extent permitted by law, excluded from applying to the Contract including (without limitation) any implied warranties, terms and conditions as to performance, fitness for purpose, merchantability and satisfactory quality.

The limitations and exclusions on the Supplier's liability in the Master Agreement do not apply in respect of death or personal injury caused by the negligence of the Supplier or its employees acting in the course of their employment, or in respect of any fraudulent misrepresentation.

The Customer acknowledges that the exclusions and limitations on the Supplier's liability in the Master Agreement have been drawn to the Customer's attention and that the Supplier is willing to undertake greater liability than that mentioned above provided the Supplier is able to obtain insurance to cover fully its potential liabilities to the Customer and the Customer pays for that insurance.
12. Waiver of Remedies
No forbearance or delay by either the Supplier or the Customer in enforcing any of its rights will prejudice or restrict those rights. No waiver of any right will operate as a waiver of any subsequent breach. No right, power or remedy conferred on or reserved to either the Supplier or the Customer is exclusive of any other right, power or remedy available to it and each of those rights, powers and remedies is cumulative.
13. Invalidity

If these Conditions or the Agreement or any part thereof shall be adjudged for any reason to be void, unenforceable or ineffective but would be adjudged to be valid effective and enforceable if part of the wording were deleted or a provision were reduced in scope these Conditions of the Agreement shall continue with such modifications as may be necessary to make its provisions (or if such be the case its remaining provisions) valid effective and enforceable.
14. Variation

The Company reserves the right to vary these Conditions as a result of changes required by its insurers, new legislation, statutory instruments, Government regulations or licences. These Conditions may not otherwise be varied or waived except by express written agreement between both parties.

Terms and Conditions for Domain Name Registration Services
1. Definitions

The Initial Period is from the initial date of registration until the expiry of 1 year or 2 years (depending upon type of name being registered) after the registration of the Domain Name.

The Registered Details means the information provided from time to time to the Registry in connection with the registration of the Domain Name or the renewal of that registration.

A Renewal Period means a period of 1 year or 2 years (depending upon type of name being registered) beginning on the expiry of the Initial Period or the expiry of any earlier Renewal Period.

The Supplier's Nominet UK Tag or Tag is an alphanumeric string used to identify the source of e-mail messages to the Registry's automated computer process containing transactions to be applied to the .uk Register Database and is the means by which the Registry identifies the Supplier as being the Customer's agent.

The .uk Register Database means the database of domain names registered in the co.uk org.uk net.uk ltd.uk and plc.uk Internet Second Level Domains made and maintained by the Registry as the .uk Internet Top Level Domain Manager.

Words and phrases defined in the Master Agreement have the same meanings when used in these Terms and Conditions.
2. Interpretation

These Terms and Conditions supersedes all prior agreements, arrangements, representations and undertakings between the Supplier and the Customer in respect of its subject matter (except the Master Agreement).
3. The Services

The customer will appoint and authorise Edge Telecom to act as your agent for the purposes of registration?and renewal of your domain names.

The initial registration of the domain name is for two years from the date of the application for registration. Thereafter, the registration may be renewed for further periods provided that you pay the appropriate renewal fee on or before the relevant renewal date. It is the customer's responsibility to ensure that you apply to renew the domain name registration at least 14 days before the renewal date and provide accurate and up to date contact details. Whilst the Supplier endeavours to send reminders of renewal dates it does not guarantee to do so and will not be liable if the Customer fails to renew any registration on time.

The customer may surrender the registration of the domain name at any time by notice in writing to Edge Telecom.

If the Customer wishes to change the Registered Details, the Customer will notify the Supplier immediately and the Supplier will contact the Registry accordingly subject to condition (A) below.

If the Customer wishes to change the Registered Details of any Domain Name Server provided to the Supplier, or if the Customer requests the Supplier to release the Domain Name registration from its association with the Supplier's Nominet UK Tag:

1. the Supplier will not be obliged to (but at its option may) make the requested change, or so release the registration, unless all monies owed to the Supplier by the Customer under this Service Schedule have been received by the Supplier in full, and in that case the Supplier must make the requested change or release the Domain Name registration from its association with the Supplier's Nominet UK Tag; and
   2. where the Supplier agrees to or is obliged to make a change in the registered details of any Domain Name Server hosting the Domain Name or to release the Domain Name registration, the Supplier must make the change or release the registration from its association with the Supplier's Tag within 7 days after that agreement or the Customer's request, as the case may be.

Domain names are registered on a first come, first served basis.
4. Charges and Payment

The Charges for Domain Name Registrations are as agreed between the Supplier and the Customer.

The Charges and all other amounts payable to the Supplier are exclusive of Value Added Tax which will be paid by the Customer at the rate and in the manner from time to time prescribed by law, and without deduction or set-off.

The Customer will reimburse the Supplier on demand for all registration, renewal and other fees charged by any Registry and paid by the Supplier in connection with the Domain Name or the provision of the Services to the Customer.

If any sum payable to any Registry is not paid by the Customer by the due date then (without prejudice to the Supplier's other rights and remedies), the Supplier may suspend any or all of the Services or terminate this Service Schedule.
5. The Customer's Obligations

The Customer acknowledges that any Registry may allow other organisations and members of the public to access the Customer's Data for the purpose of obtaining information about the registration of the Domain Name.

The Customer will comply with the terms and conditions imposed by the Registry in relation to the Domain Name.

The Customer is advised to read the terms and conditions of the Registry and to familiarise itself with those terms, particularly those covering the use and disclosure of personal data. If the Customer fails to comply with any of those terms and conditions, the Customer's registration may be cancelled or suspended.

The registration of a domain name does not, in itself, create any proprietary right in the name used as a domain name.
6. Customer's Warranties

The Customer warrants to the Supplier that neither the registration of the Domain Name nor any use of the Domain Name will infringe the Intellectual Property Rights or other rights of any third party.

The Customer will indemnify the Supplier and keep the Supplier indemnified against all costs, claims, expenses, and liabilities incurred or su?fered by the Supplier in the course of acting on behalf of or as agent for the Customer, including, without limitation, all fees payable by the Supplier to any Registry in relation to the Domain Name.

The Customer warrants to the Supplier that the Customer has not been induced to enter into these Terms and Conditions by any warranties or representations except as specifically contained in the Master Agreement or this Service Schedule as warranties. The Customer waives any claim for breach of any representation and for any misrepresentation, except in respect of any fraudulent misrepresentation.
7. The Supplier's Liability

The Supplier will not be liable to the Customer whether in contract, tort, by statute or otherwise in respect of any loss of profits and/or for any special, indirect, incidental or consequential loss or damage arising out of or in connection with the domain names registered hereunder, including without limitation: loss of revenue; loss of anticipated savings; loss of business and/or goods; loss of goodwill; loss of use; loss and/or corruption of data and/or other information; downtime; any damage relating to the procurement of any substitute services.

For the avoidance of doubt, neither the types of loss and/or damage specified in this clause or any similar types of loss and/or damage shall constitute direct loss for the purposes of these terms and conditions.

The Supplier does not warrant or represent that the Domain Name will be registered by any Registry or will continue to be available for use by the Customer. Nor does the Supplier warrant or represent that the use of any domain name will not infringe the Intellectual Property Rights or any other rights of any third party.

The Supplier accepts no responsibility for the use or consequences of any use of any domain name, in particular for any conflict with or infringement of trademarks, servicemarks (registered or unregistered), or with any other rights.

The Customer acknowledges that the exclusions and limitations on the Supplier's liability in these Terms and Conditions and those in the Master Agreement have been drawn to the Customer's attention and that the Supplier is willing to undertake greater liability provided the Supplier is able to obtain insurance to cover fully its potential liabilities to the Customer and the Customer pays for that insurance.

In no event shall the Supplier's liability whether in contract, tort, by statute or otherwise exceed the registration fee for the domain.

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