YORK DATA SERVICES LIMITED, A COMMUNICATE COMPANY
CONSUMER TERMS AND
CONDITIONS
By taking a service from York Data Services Limited you agree to the below terms and conditions.
1. DEFINITIONS
In this Agreement the following expressions have the following meanings:
“Agreement” means this Agreement made between YDS and the Service User, and comprises these terms and conditions together with the accepted Service User Order Form and Service Agreement for the Service and any changes agreed by YDS in writing;
“Business Day” means Monday to Friday inclusive, excluding Public and Bank Holidays between the hours of 9am – 5pm;
“Carrier” means the supplier from time to time of connectivity and circuit infrastructure;
“Commencement Date” means the date of this Agreement;
“Confidential Information” means all information not publicly known, used in or otherwise relating to a party’s business, without limitation, information relating to (a) the marketing of goods or services including, without limitation existing and future customers names, lists and other details of existing and future customers, (b) future products, business development or planning, commercial relationships and negotiations and (c) the Service;
“Equipment” means the equipment (including any software) provided to the Service User for the provision of the Service, which is and will remain the property of YDS or its supplier, as the case may be (or the relevant licensor, in respect of software). It may consist of an IP switch or router which may contain a splitter and, if not, an external splitter;
“IP” means Internet Protocol;
“IPR” means any and all intellectual property rights including without limitation any and all patents, design rights, database rights, copyright, know-how, moral rights, trade secrets, Confidential Information, trademarks, service marks, trade names and goodwill;
“Keywords” means those words notified to the Service User by YDS which control the Service User's access to some of the Services including without limit a password and username;
“Minimum Period” means the minimum period referred to in the Service User Order Form;
“Netiquette” means generally accepted standards for use of the Internet such as (but not limited to) disallowing the following activities:
a) sending bulk unsolicited email (SPAM);
b) mail bombing;
c) misrepresenting the holding of third party authorisation; and
d) impersonating another person.
“Notified Maintenance” shall mean essential maintenance to be carried out by YDS in relation to the Services, Software and/or Equipment which shall be notified to the Service User in accordance with Clause 3.8;
“Operational Service Date” means the earlier of the date when the Service, or any part of it, is first made available to the Service User or the date when the Service User first starts to use the Service;
“PSTN” means public switched telephone network;
“Service” means the relevant YDS business service(s) selected on the Service User Order Form and Service Agreement;
“Service Charges” means the monthly service charge as specified on the order form in column 4 of account information;
“Service Agreement” means the contract setting out the Service ordered by the Service User;
“Service Provision Date” means the date on which the Service is intended to be installed, which will usually be no more than 15 working days after the Commencement Date (subject to Service User Site survey and availability of installation times, which are dependent on YDS’s supplier’s booking schedule), but which is not guaranteed;
“Service Term” means the period during which the Service is to be provided to the Service User as specified on the Service User Order Form and Service Agreement;
“Service User” means the service user named on the Service User Order Form and Service Agreement;
“Service User Access” means the physical network between the connectivity access server and the Service User’s Site;
“Service User Order” means a written request by the Service User for the Service submitted on a Service User Order Form and Service Agreement, as accepted by YDS signing the Service User Order Form and Service Agreement;
“Service User Order Form” means the form setting out the Service ordered by the Service User;
“Service User Site” means the location specified in the Service User Order Form and Service Agreement;
“Set Up Charges” means the set-up charge as specified on the Service User Order Form in column 3 of account information;
“Software” means computer software used or supplied by YDS or any third party as part of the Service;
“YDS” means York Data Services Limited whose registered office is 3 Innovation Close, York Science Park, York YO10 5ZF. YDS is a Communicate Company whose registered office is Wynyard Park House, Wynyard Business Park, Tees Valley, TS22 5TB.
2. COMMENCEMENT AND DURATION
This Agreement commences on the date service is taken unless otherwise stated in the Service User Order Form and Service Agreement and continues until the end of the Service Term under the terms of this Agreement.
3. PROVISION OF THE SERVICE
3.1. YDS will provide the Service to the Service User in accordance with this Agreement.
3.2. Once the order is accepted by YDS it will be incorporated into this Agreement. Nothing in this Agreement will be construed to oblige YDS to accept Service User Orders.
3.3. If the Service User wishes to change the existing Service it will submit a new Service User Order, which will supersede the existing one and the full Service Term will commence again from the effective date of the change. Should the superseded Service result in a lower Service Charge the Service User shall be liable for the termination fees in accordance with Clause 9.6.
3.4. On acceptance of the Service User Order by YDS and payment of the Set Up Charge by the Service User, YDS will provide the Service User a non-exclusive nontransferable licence to use the Service for the term of this Agreement.
3.5. YDS agrees to provide the Service User with transit and routing services for e-mail and general Internet access. YDS agrees to deliver IP packets to the Service User network boundary only and cannot accept or be held responsible for the transit, routing and delivery to individual work stations in the Service User network.
3.6. YDS will use reasonable endeavours to provide the Service from the Service Delivery Date, but this date is an estimate only, and YDS will not be liable for any failure to provide the Service by such date.
3.7. There may be technical limitations, which inhibit the installation and activation of the Equipment or the Service. The provision of the Service may be subject to a satisfactory Service User Site survey. The Service User acknowledges that installation of the Equipment does not guarantee that the Service can successfully be activated, and that provision of the Service is subject to successful activation of the Equipment following installation.
3.8. YDS reserves the right at any time to make any modification, change, addition to or replacement of any part of the Service and/or Equipment where this is required to conform with any applicable safety or other statutory requirements or where such modification, change, addition or replacement does not detract from, reduce or impair the overall quality or performance of the Service and/or Equipment provided that any such modification, change, addition or replacement is carried out at YDS’s expense, it being understood that where YDS is able and it is reasonably practicable to do so, YDS shall try to keep any disruption to a minimum and will provide reasonable notice prior to the commencement of any such works.
3.9. YDS/Communicate will be entitled to sub-contract the provision or installation of any part of the service. This may include other Communicate group entities.
4. SOFTWARE AND DOCUMENTATION PROVIDED WITH THE SERVICE
4.1. All Software is owned either by YDS or a third party software owner and/or supplier. Except as expressly set out in this Agreement the Service User will not acquire any right, title or interest in the Software or the source code for the Software. YDS grants to the Service User a non-exclusive, non-transferable, royalty free license to use the Software solely for the purpose of using the Service and except as provided for in this Agreement the Service User is not permitted to sub-license any rights granted under this Agreement to any third party. Such licence will terminate immediately on termination of this Agreement.
4.2. The Service User agrees that it will not itself, or through a third party
a) without the prior written consent of YDS, de-compile or modify the Software, nor copy the manuals or documentation provided with the Service;
b) except as provided in this Clause 4, use YDS’s or its supplier’s name, logo or trademark, or any intellectual property in connection with the Service, without the prior written consent of YDS or its supplier, as applicable and it will sign any agreement reasonably required by the owner of the copyright in the Software to protect the owner’s interest in that Software;
c) copy the Software, except as is necessary to install on the Equipment or the Service User’s equipment and for internal, archiving purposes. In the event that the Service User makes any copies of the Software, the Service User shall reproduce all proprietary notices on such copies;
d) reverse engineer, decompile, disassemble or otherwise attempt to derive source code from the Software except as permitted by law;
e) sell, lease, license, transfer or sub-license the Software or associated documentation; or
f) write or develop any derivative or other software programs based, in whole or in part upon the Software or any Confidential Information belonging to YDS.
5. THE EQUIPMENT
5.1. The Service User:
a) will be responsible for providing local mains power directly from a wall mounted socket to be available at the time of installation of the Equipment;
b) will prepare the Service User Site and co-operate with YDS in accordance with YDS’s instructions and timescales so that any Equipment which YDS provides for the provision of the Service can be installed and maintained by or on behalf of YDS. For the purposes of this Clause the Service User shall instruct a Service User Site survey to be carried out by a contractor of YDS five (5) Business Days prior to the timeframe provided by the Service User to YDS for the installation to be carried out. The Service User shall ensure that the Service User Site is prepared in accordance with the results of such survey and shall meet the costs of preparing the Service User Site accordingly. Should the Service User fail to satisfy such survey requirements YDS shall be entitled to charge the Service User for any reasonable costs incurred by YDS as a result of such failure. The Service User shall provide YDS free of charge adequate electricity supply, suitable earth connection and an adequate environment for the operation of the Equipment. The Service User shall indemnify YDS against any direct losses incurred by YDS as a result of the Service Users failure to meet the timeframe agreed between the parties for the purposes of this Clause;
c) will arrange with YDS all appointments, changes to appointments and access arrangements;
d) will ensure that the Service User Site is a suitable and safe working environment for YDS’s employees and anyone acting on behalf of YDS;
e) acknowledges that provision of the Service may result in a temporary loss of analogue or digital direct exchange line service, for the period when installation of the Equipment is being carried out;
F) acknowledges that any incorrectly wired extensions to the Service User’s existing master socket forming part of the Carrier network will be disconnected, or at the Service User’s request, re-wired and charged for at the applicable rate, which will be payable by the Service User; and
g) may be charged an abortive visit charge for work undertaken where the facilities and access required to be provided by the Service User are not provided, where installation is not possible or aborted, or for any visits by YDS or its supplier to the Service User Site where the fault has been traced to equipment or applications other than the Equipment.
5.2. All IPRs relating to the Equipment are and shall remain the property of YDS. The Service User will not acquire any rights of ownership in the Equipment by virtue of this Agreement and shall not have, by operation of law or otherwise, any lien or other similar right over or in relation to the Equipment. The Equipment will remain at the Service User Site and will not be moved or tampered with. Any Internet Protocol addresses supplied by YDS as part of the Service will remain the property of YDS and shall be returned by the Service User on termination of this Agreement and the Service User will not sell or transfer any such address to a third party.
5.3. The Service User will not deal with, modify or interfere with the Equipment or remove or alter any identification mark on the Equipment showing that it is owned by YDS or a third party and shall not let any other third party have rights over the Equipment.
5.4. The Service User will notify YDS immediately of any loss of or damage to the Equipment and the Service User will be liable to and shall indemnify YDS or the third party for any such loss or damage caused by the Service User’s negligence while it is in the Service User’s custody.
5.5. The Service User shall permit YDS to inspect or test the Equipment remotely at such times as may be agreed between YDS and the Service User, such agreement not to be unreasonably withheld or delayed.
5.6. The Service User must ensure that the Equipment is kept in the correct environment specified by YDS or by the manufacturer of the Equipment and may not alter, move or interfere with it without YDS’s prior written agreement. The Service User is responsible for all loss or damage to the Equipment arising from any cause whatsoever save where the loss or damage is caused by YDS, its employees or sub-contractors
6. SERVICE
6.1. The Service User must maintain its contract with a third party carrier for the use of a direct analogue exchange line when required, which terminates on that carrier’s PSTN master socket forming part of the carrier’s network for the duration of this Agreement.
6.2. No undertaking is given by YDS that the Service will be free of faults, and the Service User acknowledges that failures and/or degradations (including reductions in burst rates) of the Service caused by technical or other faults, or by contentions in the Carrier’s network or YDS’s access to the Carrier network, may from time to time occur. In the event of a fault, the Service User will contact YDS for notification of faults and fault resolution. YDS will use its reasonable endeavours to resolve faults.
6.3. YDS shall ensure that the Service delivered directly within the YDS core network is available and operative for 99.9% of Business Days in each calendar year such years commencing on the Operational Service Date and each successive year commencing on the anniversary of such date for customers receiving advanced leased line products as set out in customer contracts and customer order forms.
6.4. YDS shall endeavour to ensure that third party Services are of a high quality.
6.5. All conditions, warranties or other terms not set out in this Agreement whether express or implied, statutory or otherwise are hereby expressly excluded to the fullest extent permitted by law.
6.6. The Service User must at all times comply with YDS's reasonable policies for the time being relating to the use of the Service. The Service User will be given not less than 7days written notice of any changes to the policies.
6.7. The Service User acknowledges and accepts the following technical limits relating to the Service:
a) due to the technical limitations of the Service it may be technically impractical to deliver the Service to the Service User’s Site;
b) the Service may affect the performance of some PSTN equipment at the Service User Site.
c) the Service may not available to Service User Sites where all or part of the Service User Access is provided over fibre optic cable or radio systems;
d) some technical limitations may not become apparent until after the Service has been installed and working for some time, and in such circumstances the Service may need to be withdrawn from the Service User; and
6.8. YDS will have no liability relating to the provision, non-provision, performance or withdrawal of the Service or the effect on other services or equipment in the circumstances referred to in this Clause 6.
7. CHARGES
7.1. The Set-up Charges are payable in advance by cheque or within 30 calendar days after receipt of a VAT invoice which will be issued by YDS.
7.2. The Service Charge will commence on the Operational Service Date and is payable monthly / quarterly / annually in accordance with agreed terms. The first month's / quarter’s / annual payment will be paid in respect of the period commencing on the Operational Service Date and ending at the end of the first complete calendar month and all subsequent monthly / quarterly / annually payments will be paid in respect of each month or in the case of the last month, part of the month during the term of this Agreement.
7.3. All charges will be paid within 30 calendar days of the receipt of a VAT invoice in respect of the payment which invoice will be issued at the beginning of the relevant billing period.
7.4. Invoices for the Service Charge, Set Up Charge and any additional services performed by YDS in connection with the Service will not be rejected by the Service User on the ground that they do not refer to specific purchase order numbers, unless specific purchase orders and supporting paperwork have been provided by the Service User at the time of signing this Agreement or for subsequent additional services.
7.5. All charges for the Service and the other services are exclusive of VAT, which, if it is applicable, will be added to the Service User’s invoice.
7.6. All late payments shall bear interest at the rate of 2% per annum above the base rate for the time being of HSBC Bank PLC, which shall be payable from the due date down to the date of payment and before as well as after any judgment for the same, compounded quarterly. The right to charge interest shall be without prejudice to YDS’s right to treat non-payment as a material breach of this Agreement.
8. USE OF SERVICE BY THE SERVICE USER
8.1. The Service User must not:
8.1.1 use the Service in a way that does not comply with the terms of any legislation or any licence applicable to the Service User or YDS, or that is in any way unlawful or fraudulent or has any unlawful purpose or effect;
8.1.2 without prejudice to the generality of (a) above, use the Service in connection with the carrying out of a fraud or criminal offence against any public telecommunications operator;
8.1.3 knowingly use the Services, Software and/or Equipment or allow them to be used for any unlawful purpose or for the publication, linking to, issue or display of any unlawful material (which shall include without limit any pirated software or any material which is obscene, pornographic, threatening, malicious, harmful, abusive, defamatory or which breaches the rights (including without limit IPRs) of any third party or which is or encourages criminal acts or contains any virus, worm, Trojan horse or other harmful code) whether under English law or regulation, the laws or regulations of the Service User’s country or any other place where the results of such purpose or such material can be accessed;
8.1.4 knowingly use the Services, Software and/or Equipment or allow them to be used for the publication, linking to, issue or display of any material which in the absolute discretion of YDS may harm YDS or any of its clients or bring YDS into disrepute or may call into question any action taken by YDS on the Service User's behalf;
8.1.5 knowingly use the Services, Software and/or Equipment or allow them to be used in breach of good Netiquette practices;
8.1.6 use the Service to send or procure the sending of any unsolicited advertising or promotional material;
8.1.7 use the Service in a way that does not comply with the instructions given in this Agreement;
8.1.8 use the Service in a way that in the reasonable opinion of YDS could materially affect the quality of any telecommunications service, including the Service, provided by YDS or the Carrier causing financial loss to YDS or its supplier or interference with YDS’s or its supplier’s network; or
8.1.9 allow access to and the use of its own networks and systems in conjunction with the Service, whether or not it has authorised such access or use and if YDS incurs any reasonable costs, either in connection with a liability to a person or in any other way, arising out of any such access or use then the Service User shall promptly reimburse such amounts to YDS.
8.1.10 use any contended service for delivering any web based services such as Web Servers, Mail Servers, P2P Servers.
8.2 The Service User agrees that it shall:
8.2.1 ensure that it has all necessary consents, permissions and licences to make use of the Services including without limit registration under the Data Protection Act 1998;
8.2.2 use reasonable endeavours to ensure that all material or data hosted by YDS on any website operated by the Service User from time to time or communicated through such site or using the Service User own equipment or Equipment is checked for viruses and other harmful code;
8.2.3 be responsible for keeping regular back ups of all material and data hosted by YDS on any website operated by the Service User from time to time;
8.2.4 ensure that all communications details which are provided to YDS are at all times true, current, accurate and complete and the Service User shall promptly notify YDS of any such details and the Service User acknowledges that YDS shall not be liable for any costs, damages or loss which the Service User may suffer or incur as a result of failure to notify such changes to YDS;
8.2.5 ensure that all Keywords are at all times kept confidential, used properly and not disclosed to unauthorised people and if the Service User has any reason to believe that any Keyword has become known to someone not authorised to use it or if any Keyword is being or is likely to be used in an unauthorised way or the Service User is aware of any other breach of security then the Service User shall inform YDS immediately; and
8.2.6 be entirely liable for all activities conducted and charges incurred under its Keywords whether authorised by it or not and the Service User acknowledges that YDS shall not be liable for any loss of confidentiality or for any damages arising from the Service User’s failure to comply with Clause 8.2 unless such loss or damages arise as a result of YDS’s negligence in handling the Keywords.
8.3 YDS may, with as much notice as possible:
8.3.1 give instructions to the Service User about the use of the Service which it believes are reasonably necessary for reasons of health, safety or quality of any other telecommunications services;
8.3.2 for operational reasons, change any codes or numbers or the technical specification of the Service, provided that any changes to the technical specification do not materially affect the performance of the Service; and
8.3.3 suspend the Service for operational reasons (such as maintenance or Service upgrades) or because of an emergency, and wherever practicable will agree with the Service User when the Service will be suspended.
8.4 The Service User acknowledges that in order to make proper use of the Service it should have a basic knowledge of how the Internet functions and what types of use are and are not acceptable. The Service User acknowledges that YDS shall have no obligation to:
8.4.1 manipulate any material which the Service User wishes to and/or does post on any website it operates or any communication which it issues or sends in connection with any of the Services; or
8.4.2 validate or vet such material for usability, legality, content or correctness.
9. SUSPENSION AND TERMINATION
9.1. Subject to Clause 2, either party may terminate this Agreement on 90 days notice, following the end of the Service Term.
9.2. YDS may suspend or terminate the Agreement or provision of the Service immediately for or on grounds of the following:
a) Notified Maintenance;
b) issue by any competent authority of an order which is binding on YDS and which affects the Services;
c) the Service User fails to pay any charges when due;
d) the Service User is in breach of the provisions of Clause 8.1 for a period of more than three (3) Business Days;
e) the Service User commits any other material breach of the Agreement and does not remedy the breach (if capable of remedy) within a reasonable time of notice to do so;
f) the Service User commits a material breach of this Agreement which cannot be remedied;
g) the Service User is repeatedly in breach of this Agreement;
h) the Service User is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement with creditors, or goes into voluntary (otherwise than for reconstruction or amalgamation) or compulsory liquidation, or a receiver or administrator is appointed over its assets;
i) YDS’s agreement with its supplier in respect of the Service is suspended or terminated for any reason;
j) YDS is precluded from providing the Service by law or by the decision of any competent judicial or regulatory authority;
k) the connectivity used by the Service User in relation to the Services exceeds the agreed level and YDS determines in it’s sole discretion that such suspension is necessary to protect all and any Internet solutions provided by YDS from time to time; or
l) failure or deficiencies in the Service User Equipment.
9.3. Either party may terminate this contract immediately on notice if the other:
a) commits a material breach of this Agreement, which is capable of remedy, and fails to remedy the breach within a reasonable time of a written notice to do so; or b) Commits a material breach of this Agreement which cannot be remedied; or
b) is repeatedly in breach of this Agreement; or
c) is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangements or composition with or assignment for the benefit of their creditors, or it goes into either voluntary (otherwise than for reconstruction or amalgamation) or compulsory liquidation or a receiver or administrator is appointed over its assets.
9.4. The Service User is responsible for implementing a security system for preventing unauthorised access or use. If YDS becomes aware of or reasonably suspects such unauthorised access or use, it will be able to suspend the Service without notice and liability on its part and will notify the Service User of such suspension as soon as practicable.
9.5. If any of the events in Clause 9.2 occur as a result of Service User default, YDS may suspend the Service without prejudice to its right to terminate this Agreement, and in such cases the Service User must pay the charges for the Service until this Agreement is terminated.
9.6. If the Service User repudiates this Agreement and YDS accepts the Service User’s repudiation prior to the end of the Minimum Period, or the Service User fails to give sufficient notice of termination in accordance with Clause 2, the Service User will be liable to pay the Set-up Charges (if not then paid), all cancellation and other contract charges incurred by YDS relating to the provision of telecommunications services which have been ordered by YDS for the purpose of the provision of the Service and the Service User will also pay YDS 75% of the Service Charges for the time being payable for the remainder of the Minimum Period or, if longer, the period of notice which the Service User should have given to YDS under Clause 2.
9.7. If the Service is terminated, YDS may charge a reconnection fee to recommence provision of the Service.
9.8. On termination of this Agreement, the Service User will immediately cease to use the Service and will allow YDS or its supplier access to the Service User Site if required to recover the Equipment. The Service Users obligations in respect of the security and maintenance of the Equipment shall continue until YDS has removed the relevant Equipment and YDS will remove any Equipment as soon as is practicably possible. For termination, please contact sales@yorkdataservices.com or enquiries@communicate.technology.
10. LIABILITY
10.1. YDS does not exclude liability for death or personal injury resulting from its negligence under this Agreement.
10.2. Except in the case of death of personal injury caused by YDS’s negligence, neither party shall be liable to the other party in contract, tort, negligence, breach of statutory duty or otherwise for any direct or indirect loss or damages, including consequential loss which includes loss of profits, arising out of this Agreement
10.3. Neither party shall be liable to the other party for any loss or damage, whether direct or indirect, including consequential loss which shall include loss of profits, which the Service User may sustain or incur consequent upon the Service User’s data or any part thereof coming into the possession of any unauthorised person or being lost and/or corrupted as a direct result of any negligent act or omission.
10.4. The parties acknowledge and agree that the limitations in this clause 10 are reasonable in the light of all the circumstances.
11. CONFIDENTIALITY AND SPAM
11.1. Each party agrees:
a) to keep confidential all the other party's Confidential Information (whether written or oral) which it has obtained or received as a result of the discussions leading up to or the entering into, or obtains or receives in the performance of, or during the term of, this Agreement;
b) not to disclose the other party's Confidential Information in whole or in part to any third party without the disclosing party’s written consent, save to those of its employees, agents and contractors involved in the implementation of this Agreement and who have a need to know the same and are bound to keep if confidential;
c) to use the other party's Confidential Information solely in connection with the performance of this Agreement and not otherwise or for its benefit or the benefit of any other third party.
11.2. The provisions of Clause 11.1 shall not apply to the whole or any part of Confidential Information that is;
a) lawfully obtained free of any duty of confidentiality otherwise than directly or indirectly from the disclosing party;
b) already in a party’s possession other than as a result of a breach of this Clause 11;
c) in the public domain (other than as a result of a breach of this Clause 11;
d) disclosed pursuant to a statutory obligation, the rules of a regulatory body or by Court order or rules; or
e) information which the Service User is required to disclose to an alternative provider of the Service PROVIDED THAT YDS is informed of that information and consents to the disclosure in writing.
11.3. The restrictions contained in Clause 11 shall continue to apply after the termination of the Agreement without limit in time.
11.4. Each party shall comply with applicable data protection regulations when dealing with information received from the other party under this Agreement.
11.5. The Service User is responsible for any acts of hacking, unsolicited commercial mail, any other breaches of Netiquette or other illegal acts originating from the Service. YDS will not host servers that are engaged in such activities. Any such activities on part of the Service User are agreed to be a material breach of this Agreement and will result in immediate withdrawal of Services provided. YDS is not liable for any financial loss or otherwise to the Service User arising from any such withdrawal or activities and the Service User will be liable to and indemnify YDS against all loss or damages, including indirect and/or consequential loss, including without limitation loss of profits, caused by such activities
12. GENERAL
12.1. YDS will not be liable for any breach of its obligations under this Agreement where it is hindered or prevented from carrying out its obligations by any cause outside its reasonable control.
12.2. The Service User will not assign or otherwise deal with any of its rights or obligations under this Agreement.
12.3. Each provision of this Agreement operates separately and if any part is held by a court to be unreasonable or inapplicable, the other parts shall continue to apply.
12.4. YDS may change the conditions of this Agreement at any time with at least 14 days notice to the Service User.
12.5. A person who is not party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
12.6. No waiver or forbearance by YDS (whether express or implied) in enforcing its rights under this Agreement will affect its rights to do so in the future.
12.7. This Agreement contains the whole agreement between the parties and supersedes all previous written or oral agreements relating to its subject matter.
12.8. Any notice given under this Agreement must be in writing (which may include email) and shall be deemed to be duly served if sent by email or first-class post in a prepaid envelope to the other party at that party’s address (YDS’s main address, or the Service User’s last known address, or Communicate’s address as applicable). Any notice served by post shall be deemed served five days after posting, and any notice served by email shall be deemed served 24 hours after sending.
12.9. This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in this Agreement.
12.10. This Agreement may not be released, discharged, supplemented, interpreted, amended, varied or modified in any manner except by an instrument in writing signed by a duly authorised officer or representative of each of the parties to this Agreement.
12.11. Headings are for convenience only and will not affect the construction of the Agreement.
12.12. The law of England and Wales governs this Agreement and the parties submit to the exclusive jurisdiction of the English courts.
By taking a service from York Data Services Limited I understand and agree to the above terms and conditions.
