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Oldbury, UK

Contact

0333 006 9203

©2017 by Compuserve Live

Terms & Conditions

Compuserve Live Cloud Platform


1. Definitions
1.1. In this document, the terms in bold shall have the following meanings:
1.1.1 “Acceptable Usage Policy” or “AUP” shall mean the separate document published by Compuserve defining the uses of the Service that Compuserve defines as fair and unfair usage.
1.1.2 “Account Manager” shall mean the Customer’s designated point of contact for sales queries, product advice and general questions;
1.1.3 “Activation” occurs when the relevant Service is available for use by the Customer;
1.1.4 “Agreement” means these terms and conditions together with the Order;
1.1.5 “Compuserve” and “Compuserve Live” shall mean Compuserve Ltd, a company incorporated in England and Wales whose registered office is at Lynton House 16 Clovelly Road London N8 7RH with Company Registration Number: 01230269 and VAT Registration: 918505125
1.1.6 “Customer” shall mean any Customer of the Compuserve in respect of the Service;
1.1.7 “Internet” shall mean the worldwide collection of private and public router-based networks that are interconnected via gateways and exchange points, and which all utilise the TCP/IP protocol suite;
1.1.8 “Initial Period” shall mean the initial billing period as stated on the Customer’s Order;
1.1.9 “Minimum Term” shall mean the minimum period that the Customer must pay for the relevant Service as specified on the Order. Where not specified the Minimum Period shall be 12 months.
1.1.10 “Network” shall mean the DSL network;
1.1.11 “Notice” shall mean the period of written notice required to cancel the relevant Service as specified on the Order. Where not specified the Notice shall be 1 month. Notice must not be considered as received by Compuserve unless the Customer has received acknowledgement by post or email;
1.1.12 “Order” shall mean any request by the Customer to provide Service regardless of whether the request is submitted via Compuserve’ online ordering portal, via fax, post or email. Orders are not accepted via the telephone;
1.1.13 “Quarter” shall mean a period of three months;
1.1.14 “Quotation” shall mean a written summary of Services and pricing valid for 5 days provided to the Customer for the purposes of submitting an Order to Compuserve;
1.1.15 “Recurring Charges” means those amounts payable by the Customer to Compuserve on a recurring basis for the Service as set out in the Order;
1.1.16 “Service” shall mean the products or services offered by Compuserve and specified in the relevant Order;
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1.1.17 “Service Level Agreement” or “SLA” shall mean the document of either of those names relating to the Service to which these Terms and Conditions relate;
1.1.18 “Usage Fees” shall mean the variable fees for use of the Service above a specified threshold in a given period, or else for any usage, either calculated in accordance with the rates specified in the applicable Service Schedule, Order or Price List and the usage information collected by Compuserve’ monitoring and reporting systems;
1.1.19 “Website” shall mean the website at www.compuserveits.co.uk
1.1.20 “Working Day” shall mean any day falling on or between Monday to Friday, but excluding all English public and bank holidays.
1.2. In the event of any conflict between the Order Form, these Terms & Conditions for DSL or phone Services, the Service Schedules, the Contract shall be interpreted based on the following hierarchy:
1.2.1 the Order,
1.2.2 these Terms & Conditions,
1.2.3 the Service Level Agreement


2. Customer Order
2.1. These Terms and Conditions apply to the Customer’s order for cloud services and apply in addition documents set out in 1.2.
2.2. Compuserve reserves the right not to accept an Order at its discretion.
2.3. Services are provided in accordance with each Order.
2.4. Orders will only be accepted if submitted via the Compuserve CRM platform or in writing in relation to a specific Quotation supplied to the Customer by Compuserve.
2.5. Orders must not be considered as received or accepted by Compuserve unless the Customer has received acknowledgement in writing from Compuserve.


3. Service Activation
3.1. Before being able to activate the Service, Compuserve will use its best endeavours to:
3.1.1 verify that the Customer’s premises listed in the Order are in an area in which the Service is available and the services are suitable; and
3.1.2 carry out a speed test to identify suitable internet communications at Customer’s premises
3.2. Occasionally it will not be possible to establish whether the Service can be activated until after activation of the Service is attempted at the Customer’s premises. The Customer accepts all risks and costs related to failed activation in such cases.
3.3. Compuserve will send an Order confirmation in writing to the Customer once the Order has been accepted.
3.3.1 If the Customer chooses to cancel the Order after confirmation but before the Service has been committed to be activated on a specific date Compuserve will take reasonable steps to avoid the Customer incurring costs for such Activation.
3.4. Compuserve will advise the Customer in writing once a date has been set for the Activation of the Service or installation of any equipment necessary for the Activation of the Service. This email will normally be sent within 48 hours of the Order being accepted by Compuserve although may be delayed by provisioning issues outside of Compuserve’s control and for which Compuserve cannot not be held liable.
3.4.1 If the Customer chooses to cancel the Order after it has committed but before activation the Customer agrees to pay the full activation charges as well as the service rental for Minimum Term. This is irrespective of whether the Customer uses the Service.
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3.5. Installation of the Service may be subject to a survey carried out by Compuserve, or an agent contracted by Compuserve to undertake the survey. The Service may not be provided where the survey carried out is incomplete or unsatisfactory. Compuserve reserves the right to charge for such surveys although Compuserve will advise the Customer of any charges before work is undertaken and Compuserve will not carry out any chargeable work without agreement in writing from the Customer.
3.6. If the Service cannot be activated Compuserve will notify the Customer as soon as possible and the order will be cancelled. Compuserve may propose an alternative Service (where available). If Compuserve has supplied the Customer with any equipment as part of the Service, this may be refunded if mutually agreed by Compuserve and the customer
3.7. If Compuserve is unable to activate the Service according to the Customer’s Order due to the Customer’s act or omission, or due to incorrect information being provided by the Customer, Compuserve reserves the right to charge the Customer the Activation fee and Service Rental fee for the Minimum Term.
3.8. If the Customer wishes the Service to be activated on a specific date this must be notified to Compuserve in writing at the time of order. It is not always possible to arrange or delay activation to a specific date. Compuserve will use best efforts but cannot guarantee to arrange activation for a specific date but cannot be held liable if this is not possible.
3.9. If the Customer is migrating an existing service from another provider Compuserve cannot be held responsible if the previous service provider ceases service before Compuserve has activated its Service.


4. Service Provision
4.1. Compuserve will provide the Service in a manner befitting a competent SAAS provider.
4.2. Changes may be made to the Network or the technical specification of a Service from time to time; if these changes will detrimentally affect the Service, Compuserve will inform the Customer in advance.
4.3. It is technically impracticable for Compuserve to provide a 100% fault-free Service and Compuserve does not warrant or undertake to do so. All remedies available to the Customer in case of failure for of the Service, howsoever caused, are set out in the Service Level Agreement.
4.4. Only those individuals who Customer designates as authorized Users may use and access the Service
4.5. Customer shall not reverse engineer, decompile or disassemble the Service software, except where applicable law permits it despite this limitation. Customer shall not rent, lease, lend, resell, or host to or for third parties any Service


5. Commencement and Term
5.1. Following Activation, the Service shall continue to be invoiced for a period equal to the Minimum Term. If the Customer cancels this Service during the Minimum Term they will be charged for the remainder of the Minimum Term.
5.2. Unless otherwise stated in writing, cancellation requires one calendar month’s prior written notice. In the case that the Customer stipulates an earlier date for cancellation, they will still be liable for charges for the Service up to the end of the Notice Period and Minimum Period, whichever is longer.
5.3. Termination notification by the Customer must be emailed to glyn@csliveteam.co.uk with subject stating ‘TERMINATION’
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5.4. Any notification of termination by the Customer must be authorised by the contact on the Order, or another staff member with suitable authority, and must specify the telephone number of the Service and the date on which Service is to be terminated.
5.5. Termination notification by Compuserve to the Customer will be made in writing to the Customer.
5.6. The Customer must not assume that Compuserve has received notice of Termination unless Compuserve has confirmed this in writing, or the customer has used registered post. Proof of postage is not taken as proof of delivery.
5.7. If the client wishes to migrate the Service to another provider, they can request a full data backup, of which Compuserve will provide within 5 working days. This does not constitute notice of Termination. Compuserve will apply the Notice Period on the Service for billing purposes from the date it receives notice to terminate the Service. It is the Customer’s responsibility to provide such notice even after migration of the Service to another provider.


6. Use of Service
6.1. The Customer shall not use the Service:
6.1.1 in breach of Compuserve’ Acceptable Usage Policy for the Service;
6.1.2 in connection with the carrying out of any fraudulent, criminal, or any other illegal activity;
6.1.3 to send, knowingly receive, upload, download or use any material which is offensive, abusive, indecent, defamatory, obscene or menacing or in breach of copyright, confidence, privacy or any other rights;
6.1.4 to cause annoyance or needless anxiety;
6.1.5 to send or provide or, knowingly receive responses to, any spam or unsolicited advertising or promotional material;
6.1.6 to knowingly or recklessly transmit any electronic material (including viruses) which shall cause or is likely to cause detriment or harm in any degree to computer systems owned by Compuserve or other Internet users;
6.1.7 in a manner which restricts or inhibits any other user from using or enjoying Compuserve’ products or services;
6.1.8 to utilise excessive amounts of bandwidth (as outlined in the AUP);
6.1.9 in breach of any reasonable instructions given by Compuserve;
6.2. Compuserve shall have the right to examine, from time to time, the use to which the Customer puts the Services and the nature of the data/information that the Customer is transmitting or receiving via the Services where such examination is necessary:
6.2.1 to protect / safeguard the integrity, operation and functionality of Compuserve’ (and neighbouring) networks; or
6.2.2 to comply with police, judicial, regulatory or governmental orders, notices, directives or requests.
6.2.3 Licensing audit in the event of client software required for accessing such services
6.3. The Customer agrees to indemnify Compuserve and its subcontractors from any liability or claim arising out of, or any penalty or fine imposed in respect of, the Customer’s breach of clause


7. Service Suspension and Alteration
7.1. Compuserve may suspend the provision of the Services or any part thereof, and/or disconnect the Customer’s facilities from the Network with no liability to the Customer for any loss or damages the Customer suffers as a consequence of such suspension if and to the extent that:
7.1.1 Compuserve has reasonable grounds to believe that the Services are being used in breach of Clause 6; or
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7.1.2 the Customer’s use of the Network may damage or disrupt the proper functioning of the Network; or
7.1.3 Temporarily, for operational or technical reasons;
7.1.4 if required because of a regulatory or legal change;
7.1.5 if Compuserve is obliged to comply with the order, instruction, or request of a court, government, agency, emergency service organisation, or other competent administrative or regulatory authority, requiring suspension to the Service;
7.1.6 if Compuserve has reasonable grounds to believe that the Customer is in breach of its obligations, and the Customer either fails to remedy that breach or fails to demonstrate to Compuserve’ reasonable satisfaction that no breach took place within two (2) Working Days of written notice of the suspected breach including but not limited to if the Customer does not pay Compuserve’ invoices within the credit terms shown on each invoice.
7.2. Compuserve shall use reasonable endeavours to give the Customer as much notice of a suspension under Clause 7.1 as is reasonably practicable in the circumstances.
7.3. Where Compuserve has reasonable grounds to suspect that the Customer will not be able to pay its unpaid invoices, Compuserve may suspend Services before such invoices have reached their due date. In such circumstances, Compuserve must give the Customer 48 hours written notice of such suspension.
7.4. Suspension of the Service under Clauses 7.1– 7.3 above shall cause Compuserve’ service level obligations to be excluded for the period of the suspension. Such suspension of the Service shall continue for as long as any of the circumstances in Clauses 7.1– 7.3 above continue.
7.5. Compuserve shall be entitled to terminate or modify the Service, without any liability whatsoever, if any license or authorisation which Compuserve requires in order to provide the Service is not obtained, withdrawn or otherwise cancelled; in the event of a modification that is detrimental to the Service the Customer shall have the right to terminate this Agreement by giving Notice in writing in accordance with Clause 9.


8. Charges Renewals and Credit Terms
8.1. Compuserve only accepts payment by cheque, standing order, Direct Debit, debit card, some credit cards or electronic payment i.e. BACS . Compuserve may at its discretion restrict the methods by which it will accept payment.
8.2. Prices stated or quoted by Compuserve do not include VAT unless explicitly stated in writing.
8.3. On or after the date that Compuserve activates the Customer’s Service, Compuserve shall invoice the Customer for the Activation Charges and the Initial Period. The Customer agrees that thereafter,
8.3.1 the Recurring Charges for the Services shall accrue and Compuserve will charge the Customer based on the term stated on the order in advance of an annual term and at the end of each calendar month based on a monthly term, unless otherwise explicitly agreed in writing;
8.3.2 all amounts due under this Agreement to be paid by the Customer to Compuserve shall be paid in full (without deduction or withholding except as required by law) and the Customer shall not be entitled to assert any credit, set-off or counterclaim against Compuserve in order to justify withholding payment of any such amount in whole or in part;
8.3.3 the initial payment shall be made once the Service is activated;
8.3.4 Services invoiced monthly can only be paid via Direct Debit which has to be setup at or prior to the time of order;
8.3.5 Direct Debit payments will be taken for the activation costs as well as ongoing monthly rentals after a minimum of 5 working days notice;
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8.3.6 if Compuserve cannot collect a Direct Debit payment, because the Customer has cancelled the instructions with the Customer’s bank or there are insufficient funds in the Customer’s account, a processing fee of £75+VAT will be applied to the outstanding balance;
8.3.7 Compuserve reserves the right to immediately suspend all Services on the Customer’s account should the Customer’s Direct Debit fail for any reason outside Compuserve’ control. Re-activation will incur a further charge as detailed in clause 9.4.
8.3.8 Unless otherwise stated in writing, payment of invoices shall be made within 7 days of receipt;
8.4. Where the Customer disputes any amount due under an invoice the Customer shall notify Compuserve in writing within 7 working days of receiving the invoice. The parties hereby agree to act in good faith and use reasonable endeavours to resolve the disputed sum within 14 days of notification of the dispute by the Customer. Compuserve reserves the right to suspend the Service if the dispute is not resolved within the 14 day time period. Notwithstanding any other provision of this Agreement, Compuserve shall have no liability to the Customer for any loss or damages the Customer suffers as a consequence of such suspension.
8.5. Compuserve may, at their own discretion, charge interest on any overdue amounts payable from the due date (whether before or after judgment) at the rate of 3 percent per annum above the Sterling base rate of Natwest Bank PLC.
8.6. Any and all prices given as a Quotation are subject to change in accordance with standard terms and conditions. All Quotations are based on information supplied to Compuserve by the Customer. In delivering the Service additional and supplemental work may be required and the Customer agrees to pay such additional amounts subject to their prior approval.
8.7. Compuserve reserves the right to charge for debt collection, following failure to pay by the Customer.
8.8. Unless the customer specifically states otherwise via an email or written notice to Compuserve, Customer’s Subscription will automatically renew at the expiration of the Term.


9. Termination
9.1. Compuserve may terminate the Service by notice, such notice to take effect forthwith if:
9.1.1 the Customer has not paid following suspension under clause 8.1; or
9.1.2 the Customer has committed a material breach of this Agreement; or
9.1.3 the Customer fails to pay its debts when they become due; or
9.1.4 any meeting is convened for the purpose of considering a resolution, or any petition is presented or any other steps taken, for the purpose of making an administration order against the Customer, or for the Customer’s winding-up or dissolution, or any similar action or steps are taken in relation to the Customer and such action or steps are not withdrawn within 30 days; or
9.1.5 any administrator, administrative or other receiver or trustee or similar officer is appointed over the Customer or any steps are taken to do the same to the Customer.
9.2. The termination or expiry of the Service shall be without prejudice to the rights and liabilities of either of Compuserve or the Customer under these Terms and Conditions accruing up to such date.


10. Service Technology
10.1. The Customer acknowledges the following in respect of the Service;
10.1.1 the Service requires an internet connection service at the customer’s premises
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10.1.2 it is the Customer’s responsibility that their internal communications continues to work throughout the life of the Service;
10.1.3 The Customer is responsible for their internal wiring connected to the telephone line on which the Service is delivered and any detrimental effect that its quality or configuration may have on the Service;
10.1.4 it is the Customer’s responsibility that their own internet connectivity service and phone line continues to work throughout the life of the Service if the internet connection service is not provided via Compuserve;


11. Delivery
11.1. the Customer acknowledges and agrees that the acceptance of an Order and/or installation is not a guarantee that the Service can be successfully Activated. The factors that may limit the ability of Compuserve to provide Services include but are not limited to:
11.1.1 Geographic availability: Connection to Services are required at a minimum over a standard BT PSTN line within certain footprints. The transmission performance of some metallic loops will mean that it is technically impracticable to provide Service to all Customers;
11.1.2 Line Characteristics: Each Service has a line length over which Customers are likely to be able to receive the Service under a conservative set of assumptions;
11.1.3 BT telephone exchange conditions and systems.
11.1.4 Availability of high performance internet services such as Leased Line and EFM services


12. Data Protection
12.1. Compuserve shall be entitled to store and process personal data provided on the Order form for its internal use and for the purposes of providing the Service.
12.2. The Customer has the right to request a copy of information relating to the Customer that is held by Compuserve, by written request to Compuserve’ data protection compliance manager and upon payment of an administration fee.
12.3. The Customer may change appropriate personal information relevant to them held by Compuserve at any time, by advising Compuserve in writing.
12.4. From time to time Compuserve will contact the Customer about other Compuserve products and services. If the Customer does not wish Compuserve to contact them, it is their responsibility to inform Compuserve.
12.5. Customer data will be used only to provide Customer the Service. This may include troubleshooting aimed at preventing, detecting and repairing problems affecting the operation of the Service and the improvement of features that involve the detection of, and protection against, emerging and evolving threats to the user (such as malware or spam).


13. Liability
13.1. Compuserve gives no warranty and makes no representation in respect of the Services including, without limitation, the availability of such Services save as specified in the Terms and Conditions and hereby excludes, to the fullest extent permitted by law, all conditions, warranties, terms, undertakings and representations, express or implied, whether by statute, common law or otherwise in relation to such Services.
13.2. Compuserve shall 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
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consequential loss or damage arising out of or in connection with the appointment of the Customer and/or the use of the Services including but not limited to:
13.2.1 loss of revenue; and/or
13.2.2 loss of anticipated savings; and/or
13.2.3 loss of business and/or goods; and/or
13.2.4 loss of goodwill; and/or
13.2.5 loss of use; and/or
13.2.6 loss and/or corruption of data and/or other information, and/or
13.2.7 downtime; and/or
13.2.8 any loss or damage relating to the procurement by the Customer or third party Customer of any substitute services;
13.2.9 any loss or damage relating to the procurement by the Customer or other party of any products or services that have been purchased for the purpose of remedying any fault or downtime associated with the Service or related equipment.
13.3. For the avoidance of doubt, neither the types of loss and/or damage specified in clauses 14.2.1 to 14.2.9, inclusive, nor any similar types of loss and/or damage shall constitute direct loss for the purposes of this Agreement.
13.4. In no event shall Compuserve’ liability to the Customer, whether in contract, tort, by statute or otherwise exceed the greater of £5,000 (five thousand pounds sterling) and the total payments received from the Customer in the previous calendar year.
13.5. Nothing in this Agreement shall exclude or restrict the liability of either party for fraudulent misrepresentation and/or for death or personal injury arising as a result of the negligence of that party, its officers, employees, agents and/or subcontractors.


14. Force Majeure
14.1. No failure or omission by Compuserve to carry out or observe any of the terms and conditions of this Agreement shall give rise to any claim against Compuserve or be deemed a breach of this Agreement if such failure or omission arises from a cause of force majeure, an act of God or any other cause beyond the reasonable control of Compuserve.


15. Miscellaneous
15.1. No waiver by either party of any provisions of these Terms and Conditions shall be binding unless made expressly and confirmed in writing. Any such waiver shall not apply to any subsequent or other matter, non-compliance or breach.
15.2. These Terms and Conditions represent the entire understanding between the parties in relation to the matters dealt with herein and supersedes all previous covenants and representations made by either party, whether oral or written.
15.3. We may change the Services, these Terms and Conditions
15.3.1 to improve or add to the Services;
15.3.2 to comply with any law or legal obligation and/or any requirement of any competent authority; and/or;
15.3.3 to maintain the integrity or security of the Service and/or any part of the systems used to provide the Service. If we do this we will try and give you as much notice as is practical.
15.3.4 where the change does not considerably adversely affect the quality or performance of the Services.
15.4. Should Compuserve amend these Terms and Conditions subject to 16.3, the Customer shall have the right to terminate this Agreement on 30 days’ notice if it can demonstrate to Compuserve’
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reasonable satisfaction that the amendments would have a significant and material adverse effect to the Customer’s commercial interests.
15.5. These Terms and Conditions are specific and limited to the Customer and may not be assigned, subcontracted or otherwise dealt with by the Customer without the prior written consent of Compuserve.
15.6. The Customer shall comply with any and all rules, laws, statutes, enactments, orders, regulations, codes of practice and/or similar instruments applicable to the performance of its obligations under this Agreement.


16. Disputes, Jurisdiction and Governing Law
16.1. If the Customer is an individual or small business, then any disputes will be dealt with according to Compuserve’ complaints procedure. Please email glyn.highfield@compuserveits.co.uk with details of the complaint.
16.2. If the Customer is not an individual or small business, then
16.2.1 The parties shall attempt to resolve any dispute arising out of or relating to these Terms & Conditions through negotiations between senior executives of the parties who have authority to settle the same.
16.2.2 If the matter has not been resolved within thirty (30) days of the initiation of that procedure, or if either party will not participate in negotiation as set out in 17.2.1, the dispute shall be decided by the English courts and the parties submit to its exclusive jurisdiction for that purpose.
16.3. These Terms & Conditions for internet and phone Services and the Contract shall be governed by the laws of England.