Netpremacy Google Terms and Conditions

Netpremacy Ltd has agreed to supply the Services to you on the following terms and conditions. These terms and conditions exclude and/or supersede any previous statements or agreements between the parties (whether written or oral) relating to the provision of the services.

In the event of any conflict between this Agreement and any other document referred to as containing terms that relate to the services, this agreement shall prevail.

 

1.	Definitions
1.1.	In this document the following words or expressions have the following meanings:
	(a)	"Initial Term" means the duration of contract stipulated on a signed Order Form
		between Netpremacy and the Customer;
	(b)	"Registered Usage" refers to the amount of users stipulated on a signed Order
		Form between Netpremacy and the Customer;
	(c)	"Customer" refers to the party purchasing the Services from Netpremacy;
	(d)	"Order Form" means the agreement between the parties which includes order
		and pricing details;
	(e)	"Services" are as defined on a signed Order Form between Netpremacy and the Customer

Netpremacy will provide to the Customer the Services subject to the Order Form and these terms and conditions.
 

3.                     Fees and Billing

Netpremacy will bill the Customer for the Services at the address specified on the Order Form.
 

4.                     Price and Payment

 

4.1                   Value Added Tax will be charged at the rate appropriate at the date of the invoice

 

4.2                   Payment of the full invoice value must be made within the period stated on the Order Form. The contents of the invoice, including the price, shall, in the absence of a manifest error, be deemed to have been accepted by the Customer unless the buyer has notified Netpremacy in writing within 3 working days from the date of the invoice that such contents are disputed.

 

4.3                   Unless otherwise agreed payment must be made in pound sterling, within thirty (30) days of the Customer receiving the invoice. All amounts paid after the due date will bear interest at the highest rate allowed by law from the date when payment was due until the date payment is received. If the Customer fails to make a payment by the due date, the Customer will be responsible for all expenses (including legal fees) incurred by Netpremacy in collecting the amounts due.

 

4.4                   The Customer shall notify Netpremacy if at any time their actual usage exceeds the registered usage and Netpremacy will increase the registered usage accordingly. Additionally Netpremacy shall monitor the Customer’s actual usage of the service and if the Customer's actual usage exceeds the registered usage, Netpremacy shall increase the registered usage accordingly. Netpremacy shall notify the Customer in writing accordingly detailing such actual usage and provide a revised registered usage for the Customer. The Customer shall have a period of fourteen (14) days in which to notify Netpremacy of a bona fide dispute regarding such registered usage. Where Netpremacy increases the registered usage, Netpremacy will raise additional invoices in respect of the Customer and/or make adjustments to subsequent invoices to cover charges for the increase in registered usage on a pro-rata basis for the remaining part of the then current invoicing period for the Customer.

 

4.5                   Increases in Registered Usage shall be in blocks equal to five (5) or multiples of five (5) and any number of members or other chargeable units.

5.           Term

 

5.1                   The initial term shall be as defined.

 

5.2                   At the end of the initial term, this Contract shall be renewed automatically for consecutive renewal terms of

 

twelve (12) months, unless terminated by the either party by providing the other party written notice ninety (90) days prior to the end of the applicable term delivered in accordance with Section 20, “Notices”. Netpremacy may revise its rates (including, but not limited to, the fee per Mailbox/Unit) with thirty

 

(30) days prior written notice to the Customer, effective for the following term.

 

6.                     Termination

 

6.1	Either party may terminate this Contract for cause upon written notice if the other party fails to cure any
	material  breach  of  this  Contract  within  thirty  (30)  days  after  receiving  written  notice  of  such  breach;
	provided however that the period to cure a breach with respect to payment shall be ten (10) days.
6.2	If  the  Customer  terminates  this  Contract  for  cause  in  accordance  with  this  Section, Netpremacy shall
	refund to  the Customer  any  prepaid  amounts  applicable  to  the  period  following  the  effective  date  of
	termination.  Other  than  as  may  be  provided  elsewhere  in  this  Contract,  such  termination  shall  be
	the Customer’s sole and exclusive remedy in case of a material breach of this Contract by Netpremacy.

 

6.3                   Upon the exchange of a Signed Order form a legally binding contact is issued. If the Company wishes to exit this contract at any point before the Services are commenced a fee will be apportioned to the Customer at a reasonable rate to reflect any expense Netpremacy has suffered.
 

7.                     Customer Obligations

 

During the term of this Contract, the Customer shall have the following obligations, in addition to those set forth elsewhere in this Contract;

 

7.1                   The Customer is and will remain solely responsible for complying with all laws, rules and regulations regarding the management and administration of its email system, including but not limited to, obtaining any consent and/or acknowledgement from its employees and service providers (if applicable) in managing its email system. the Customer acknowledges and agrees that Netpremacy and Google’s responsibilities and liability do not extend to the internal management of the Customer’s email system and that Google is merely a data-processor and does not control and is not responsible for the management or administration of the Customer’s email and/or its data.

 

7.2                   The Customer agrees that it shall not resell the Services or create or offer derivative versions of the Services either directly or through a third party.

 

7.3                   For each mailbox for which the Customer will be routing email through the Services, the Customer shall establish an email account in the Google Message Center. The Customer shall not allow more than five (5) alternative addresses/aliases for each email account established in the Google Message Center, unless agreed in writing with Netpremacy in writing prior to the order.

 

7.4                   IF THE CUSTOMER FAILS TO COMPLY WITH THE OBLIGATIONS SET FORTH IN SECTION 7.2 AND/OR SECTION 7.3, NETPREMACY SHALL INFORM THE CUSTOMER THEREOF AND RESERVES THE RIGHT TO SUSPEND THE SERVICES UNTIL SUCH FAILURE IS REMEDIED. NOTWITHSTANDING THE FOREGOING, THE FAILURE OF THE CUSTOMER TO COMPLY WITH THE OBLIGATIONS SET FORTH IN THIS SECTION 7 MAY BE DEEMED A MATERIAL BREACH OF THIS AGREEMENT.

8.           Warranty

 

8.1                   Netpremacy warrants that the Services will meet the requirements set forth in the Service Level Agreement attached hereto as Attachment 1. In the event of a breach of the foregoing warranty, as the Customer’s sole and exclusive remedy, Netpremacy will provide the remedy set forth in the SLA.

 

8.2                   EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 8, NETPREMACY MAKES NO WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR NON-INFRINGEMENT. The Customer understands and acknowledges that there is no guarantee that all spam and all viruses will be eliminated and that legitimate email will not be occasionally quarantined as spam, and that the above warranty does not include any such promises. Further, Disaster Recovery services are provided only up to the spooling level selected by the Customer, and if such spooling level is exceeded, messages may bounce back to the sender.

 

9.                     Ownership

 

The Services and all intellectual property rights relating to the Services are and shall remain the exclusive property of Google.

10.         Confidentiality

 

10.1                 Netpremacy and the Customer both acknowledge that in the course of this Contract, each party may have access to the other’s Confidential Information. “Confidential Information,” as used in this Contract, means information not generally known to the public, in written, oral or any other form that a party designates as being confidential or that, under the circumstances surrounding disclosure, should be clear that it is confidential. For clarity, The Confidential Information shall also include the Customer’s emails that are subject to the Services.

 

10.2                 The obligations of this Section 10 shall not apply to Confidential Information that (i) was in the possession

 

of, or was rightfully known by a receiving party, without an obligation to maintain its confidentiality, prior to the time of disclosure; (ii) is or becomes generally known to the public without violation of this Contract; or (iii) is obtained by a receiving party in good faith from a third party having the right to disclose it without an obligation of confidentiality.

 

10.3                 Each party hereby agrees that during the term of this Contract and for a period of two (2) years after the expiration of this Contract, it will not make any such Confidential Information available to any third party and will not use the other’s Confidential Information for any purposes other than to exercise its rights and perform its obligations under this Contract. Each party shall take all reasonable steps to ensure that the other’s Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Contract, and in any event each party shall exercise the same prudent practice in preserving this information as it does to preserve its own Confidential Information. The foregoing obligations will not restrict either party from disclosing the other party’s Confidential Information or the terms and conditions of this Contract pursuant to the order or requirement of a court or other governmental body, provided that the party required to make such disclosure gives prompt notice to the other party to enable it to contest such order or requirement.

 

11.	Indemnity
		Netpremacy, at its expense, shall indemnify, defend and hold harmless the Customer against any losses, costs and damages arising from a claim by a third party against the Customer that the Services, or any part   thereof,   infringe   any   U.K.   intellectual   property   or   proprietary   rights   of   such   third   party   or misappropriates any protected trade secret of such third party.  Netpremacy obligations under this Section. 11 are subject to the Customer providing Netpremacy with (i) prompt written notice of the claim, (ii) sole control over the defense or settlement (subject, in the case of settlement, to the Customer’s consent, which consent shall not be unreasonably withheld or delayed), and (iii) reasonable support and cooperation with regard  to  the  defense.   In  the  event  that Netpremacy right  to  provide  the  Services  is  enjoined  or in Netpremacy reasonable opinion is likely to be enjoined, Netpremacy may, at its expense, obtain the right to continue providing the Services, replace or modify the Services so that they become non-infringing but remain functionally equivalent, or if such remedies  are not reasonably available, terminate this Contract without liability to the Customer.

 

12.                   Limitation of Liability

 

EXCEPT REGARDING THE CONFIDENTIALITY OBLIGATIONS UNDER SECTION 10, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF USE, LOSS OF DATA OR LOSS OF GOODWILL), ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT OR THE PERFORMANCE OR OPERATION OF THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Except regarding the indemnity obligations under Section 11, “Indemnity,” in no event shall either party’s liability for any damages hereunder exceed the amounts paid by the Customer to Netpremacy during the twelve (12) month period preceding the causation of the damages.
 

13.                   Assignment
 

Either party may assign this Contract in its entirety, but not in parts, to its parent company, affiliate or subsidiary, or in connection with a merger, consolidation, or sale or other disposition of all or substantially all of its assets. Any other assignment shall be null and void, except with the other party’s prior written consent. This Contract and all obligations shall be binding upon and inure to the benefit of the parties’ successors and lawful assignees.
 

14.                   Governing Law and Dispute Resolution
 

This Contract shall be subject to and interpreted in accordance with the laws of England and Wales and the parties hereby irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales in all matters arising out of the contract.
 

15.                   Severability

 

If for any reason a court of competent jurisdiction finds any provision of this Contract invalid or unenforceable, that provision of the Contract will be enforced to the maximum extent permissible and the other provisions of this Contract will remain in full force and effect.

 

16.                   Survival
 

The rights and obligations of Netpremacy and the Customer contained in this Section and in Section 8, “Confidentiality,” Section 9, “Indemnity,” and Section 10, “Limitation of Liability,” shall survive any expiration or termination of this Contract.

 

17.                   Waiver

The waiver by either party of any default or breach of this Contract shall not constitute a waiver of any other or subsequent default or breach.
 

18.                   Amendments

Modifications and amendments to this Contract shall be invalid, unless made in writing that is signed by duly authorized officers of each party hereto.
 

19.                   Force Majeure

 

Netpremacy shall not be liable for any failure or delay in its performance under this Contract due to causes beyond its reasonable control including, without limitation, Domain Name Server (“DNS”) issues outside the direct control of Netpremacy, labor strikes or shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material shortages.
 

20.                   Notices
 

All notices required to be sent under this Contract must be in writing and shall be delivered in person or shall be sent to Customer at the address specified on the Netpremacy Service Schedule and to Netpremacy at the address below.
 

2 Wellington Place 

Wellington Street 

Leeds 

LS1 4AP
 

Notices shall be deemed to have been given upon (i) the date actually delivered in person, (ii) the date transmitted via fax with confirmation of receipt thereof (iii) the day after the date sent by overnight courier or (iv) three (3) days following the date such notice was mailed by first class mail. Notices may be confirmed by email or fax.

 

21.                   Counterparts

 

This Contract may be executed in one or more counterparts including facsimile copies, which when and taken together upon proper delivery shall constitute a single instrument.