These terms and conditions set out the agreement (“the Agreement”) between Business Professional and you for the provision of the Hosting Service. Your access to and use of the Service constitutes your acceptance and agreement to be bound by these terms and conditions.
A. Definitions in this agreement
1. "Charges"means any or all charges to you, whether for access to hosted applications and/or for Customer Support and any other Services or goods that you purchase from Business Professional from time to time as set out in the prevailing Business Professional Hosting Price List;
2. "the Internet"means the global data network comprising interconnected networks using Transmission Control Protocol/Internet Protocol;
3. "Service"means one or more of the hosting services provided by Business Professional whereby you and your users gain access to and use a hosted service;
4. "Business Professional",“we” and “us” means Business Professional Ltd, the company registered in Scotland under Company Number SC211632 whose registered office is at Law House, Fairbairn Place, Livingston, West Lothian, EH54 6TN;
5. "you"and "your organisation" means you, the person entering into this agreement with Business Professional on behalf of the organisation that you belong to and you hereby represent and warrant to us that you are duly authorised to execute and deliver this Agreement on behalf of your organisation;
6. "your users"means all users that are registered within the communities provided as part of the Service.
B. We will:
1. provide you with access to the Service via website addresses that are specific to your users' use of the Service;
2. provide the Service as defined in the Business Professional Service Offer, which is published separately on the Business Professional website;
3. provide you with a list of active users per month by Community including a list of the applications that they accessed. If you require any other information on the use of the Service then we will provide you with a separate quotation to your specified requirements;
4. invoice you monthly in arrears for the Charges incurred through the use of the Service by your users and require payment for the charges within thirty days of the invoice date;
5. regularly update the Service;
C. You and your organisation will:
1. pay on demand the Charges by cheque or direct payment to a nominated bank account;
2. comply with and be bound by the terms and conditions of this Agreement;
3. implement an agreement with your users that takes into account and incorporates the terms of the Business Professional Hosting Agreement;
4. provide us with a copy of all prevailing agreements with your users in this context.
D. Your users will:
1. be responsible for interoperability between your users' equipment and the Service;
2. adhere to the terms of your agreement with them.
E. Intellectual property rights
1. Intellectual property rights in all software and content supplied to you remains the property of Business Professional or its licensor or other content owner. You will comply with the terms of any agreement required by the owner of intellectual property rights in all software and content supplied to you as notified to you.
2. Intellectual property rights in all software and content supplied by you remains the property of your organisation or its licensor or other content owner.
F. Confidentiality and security
1. You agree that neither Business Professional nor its Service partners shall, under any circumstances, be held responsible or liable for situations where the data stored or communicated through the Service are accessed by third parties through illegal or illicit means, including situations where such data is accessed through the exploitation of security gaps, weaknesses or flaws (whether known or unknown to Business Professional at the time) which may exist in the Service. Electronic communications as provided within the Service are private, and only under situations where explicitly required or allowed by law will such communications be accessed, intercepted, disclosed, or used without the consent of at least one of the parties to the communication.
2. Although we will not systematically monitor the content that is submitted to, stored on or disseminated via the Service, we reserve the right, at our sole discretion, to edit or delete any information or other content that we believe violates the standards for content laid out in your agreement with your users as defined in Clause C(3) above.
G. Customer content
1. All information and material submitted by your organisation and accepted by us via the Service by way of any contribution to the Service shall be deemed to be and shall remain the property of your organisation and your users.
2. You hereby grant us the rights to copy and distribute such information and material solely to the extent necessary to allow us to make the same available via the Service.
1. We do not warrant that the Service provided will be uninterrupted or error free, nor do we make any warranty as to the results to be obtained from your use of the Service except as set out in the Business Professional Service Offer.
2. You agree that your access to and use of the Service is performed on an "as is" basis without warranties of any kind, either express or implied, including but not limited to warranties of title or implied warranties of merchantability or fitness for a particular purpose.
I. Our liability to you
1. Nothing in this Agreement excludes or limits our liability for any death or personal injury caused by our negligence or the consequences of any fraud by us.
2. Except as set out in Clause I(1) above, we are not liable to you (whether as a result of breach of the Agreement, negligence or other tort or otherwise) for any direct, indirect, incidental, special or consequential damages or losses arising out of access to or use of the Service or inability to access or use the Service or out of any breach of any warranty including, without limitation, damages or losses resulting from acts of god or events of similar case or the consequences of viruses received by you via the Service, even if we are advised of the possibility of such damages or losses.
3. Except as set out in Clause I(1) above, any liability we may have to you (whether as a result of breach of the Agreement, negligence or other tort or otherwise) is limited to the Charges payable for the applicable monthly rental period.
1. You will indemnify and hold harmless Business Professional and its Service partners from and against any and all losses, liabilities, damages, costs, expenses, actions and claims of whatever nature or kind arising out of or in connection with your access to and use of the Service.
K. Variation of the terms of this agreement
1. We reserve the right at our absolute discretion at any time and without notice to remove, amend or vary any of the software or content supplied in connection with the Service provided such alteration or amendment does not require any material change to this Agreement.
2. We reserve the right at our absolute discretion at any time to alter and/or amend this Agreement upon giving you 21 days notice in advance of any such amendment taking effect.
3. If, upon receiving any such notice, you do not wish to continue with the Service, you may terminate the Agreement as defined in Clause M below.
4. You will be deemed to have accepted any alteration and/or amendment to the Agreement and/or the Service if you continue to use the Service after the relevant period of notice has expired.
1. You agree that the use of any of the Service by anyone from your organisation or any of your users, in any way, will be chargeable to you.
2. You agree to refund to us the cost of collecting outstanding payments owed or charges incurred due to failed or referred transaction(s).
3. In the event that we do not receive payment of the Charges due on the due date, we reserve the right, at our sole discretion, and without notice to you, to suspend our performance under this agreement until payment is received.
4. We reserve the right to increase or decrease monthly rental fees from time to time. Details of any such change will be communicated to you by post or email. We will notify you of price changes 90 days in advance of the change taking effect.
1. This Agreement will run from the time your first community is operational and will continue thereafter unless and until terminated by either of us as set out in this Clause.
2. This Agreement may be terminated by you on 90 days notice or by us on 180 days notice as defined in Clause N to the other party at any time and for any reason.
3. We may also terminate the Agreement or suspend the performance of the Service to you, at our sole discretion, immediately and without notice if:
i) you breach this Agreement; or
4. You may also terminate the Agreement at your sole discretion, immediately and without notice if:
ii) bankruptcy or other insolvency proceedings are brought against you; or
iii) you are no longer able lawfully to receive the Service; or
iv) we do not receive payment of the Charges due within 30 days of the due date.
i) we breach this Agreement; or
5. If we suspend the Service, either pursuant to Clause L(3) above, or under this Clause, you must continue paying the Charges (if applicable) unless and until the Service is terminated.
ii) bankruptcy or other insolvency proceedings are brought against us; or
iii) we are no longer able lawfully to provide the Service.
6. In the event of termination of this Agreement you will remain responsible for all Charges you have incurred to the date of termination.
7. In the event of termination of this Agreement we will remain responsible for providing the Service to you and your users up to the date of termination.
8. We reserve the right after the termination date to delete any email and application data that has been created through the use of the Service.
9. Termination of this agreement does not affect any obligations that have arisen on either party prior to termination.
1. Unless otherwise provided in this Agreement, any notices shall be sent by e-mail or post.
2. In the case of notices sent by email, such notices shall be deemed to be received when capable of being accessed by the recipient. In the case of notices sent to us by post, such notices shall be deemed to be received on the second business day after posting.
3. In the case of notices to you, we will use the postal or email address you have given us in your registration details or to any other address provided to us subsequently.
4. In the case of notices to us, the following details are to be used:
In writing sent by first class post to:
Unit 2, Coatbridge Business Centre
204 Main Street
Coatbridge, ML5 3RB
Or by email to:
O. Settlement of Disputes
1. If any dispute arises out of this Agreement the parties will attempt to settle it by negotiation.
2. If the parties are unable to settle any dispute by negotiation within 21 days the parties will attempt to settle it by mediation in accordance with the UK Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. The mediation will take place in Glasgow, Scotland and the language of the mediation will be English. The Mediation Agreement referred to in the Model Procedure shall be governed by, and construed and take effect in accordance with Scots law. The courts of Scotland shall have exclusive jurisdiction to settle any claim, dispute or matter of difference which may arise out of, or in connection with, the mediation.
3. If the parties have not settled the dispute by the mediation within 21 days from when the mediation was instituted, the dispute shall be referred to, and finally resolved by, arbitration under the Rules of the Chartered Institute of Arbitrators, which Rules are deemed to be incorporated by reference to this clause. The arbitration will take place in Glasgow, Scotland and the language of the arbitration will be English.
4. The award of the Arbitrator will be final and binding upon the Parties concerned.
5. Both parties will share the cost of mediation and/or arbitration equally.
6. See also the ADR Directive 2013 supplemented by the Regulation on Consumer ODR 2013: http://ec.europa.eu/consumers/odr/
1. If any part of this Agreement is deemed unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of these conditions will not be affected.
2. This Agreement shall be governed by and interpreted in accordance with Scots law.
3. These terms and conditions set out the whole of our agreement relating to our supply of the Service. They cannot be varied except in writing by a director of Business Professional. In particular nothing said by any employee on behalf of Business Professional should be understood as a variation of these terms and conditions or an authorised representation about the Service or the nature and quality of items displayed thereon. We shall have no liability for any such representation being untrue or misleading.
(Last updated: March 21, 2016)