Maintenance Support Agreement

Terms & Conditions

All Rights Reserved

Maintenance Support Agreement
Section 1

1   Terms applicable to all contracts

1.1    The terms & conditions in this and the following sections where appropriate shall be applicable to each contract for maintenance and/or support, software, and/or Network/Third Party Software, hosting and/or email management entered into between Jaijo Ltd (“the Company”) and the Customer.

1.2    All quotations given and contracts of maintenance made by the Company shall be deemed to incorporate the terms hereof which shall take the place of any other terms and conditions contained in any purchase order or any other document or communications for the customer.

1.3    No other agreement or understanding of any kind shall form part of or operate as a waiver to this agreement unless expressly accepted by the Company in writing and signed by Jai Taylor and/or Lindsay Taylor of the Company.

1.4    These terms and conditions and the Contract to which they apply shall, in all respects, apply to any further services which may be added to the customer’s contract.

2   Definitions

“The Agreement” shall mean the Agreement for maintenance and/or support, software, and/or Network/Third Party Software, hosting and/or email management to which these Terms and Conditions apply.

“The Equipment” shall mean The Hardware and/or Software and/or Network/Third Party Software as hereafter defined.

“The Hardware” shall mean the hardware referred to in the “Hardware Schedule” or listed on Jaijo invoice.

“The Software” shall mean the software referred to in the “Software Schedule” or listed on Jaijo invoice.

“The Network/Third Party Software” shall mean the hardware referred to in the “Network Software/Third Party Schedule” or listed on Jaijo invoice.

“The Basic Charge” shall mean the annual charge applicable to the Agreement.

“Standard Charges” shall mean the charges normally made by the Company from time to time.

“Premises” – Equipment locations as stated in the Schedule or on the Jaijo invoice.

3   Period of Supply of Services

The service period of this Agreement, subject to the provision of Clause 15 hereof, will continue in force for an initial period of one year continuing thereafter until terminated by either party giving the other not less than one month written notice, such notice to take effect at the expiration of the initial period.

4   Charges

4.1   The Basic charge will be invoiced monthly in advance and payable within 14 days (unless otherwise agreed) and is a precondition to the Company’s liability hereunder. Any other charges under this Agreement will be invoiced by the Company to the Customer and payment shall be made within 14 days of the date of invoice (unless otherwise agreed). Charges are exclusive of VAT and any other like taxes which will be payable by the Customer at the rate ruling at the tax points. In the event that invoices remain unpaid after 14 days the Customer agrees that the Company is entitled to withdraw all services forthwith without prejudice to any pre-existing rights. If subsequently requested to resume servicing of the equipment may at its option request that the equipment be fully overhauled at the User’s entire expense before commencing maintenance of the equipment under this or any other subsequent agreement.

4.2   The Basic Charge will be paid by the Customer to the Company in one instalment as specified on the Jaijo invoice. The payment will include all VAT or other taxes applicable to the entire period of the maintenance.

4.3   The Basic Charge is subject to change after each anniversary of the commencement date upon (90) days prior written notice.

4.4   If the Company personnel are called to the Premises and the Company considers in its reasonable opinion that there is no good reason for the requesting such service, the Company will impose Standard Charges for all time and travelling expenses spent by the Company’s personnel as a result of the call and travelling to and from the Premises.

5   Period of Cover

5.1   The Company will respond to Service calls between 9am and 5:30 pm Monday to Friday excluding Bank Holidays. Any service which the Company is required to provide at the Customer’s request outside those hours will be invoiced at the Company’s then Standard Charges.

5.2   The Company will use its best endeavours to provide service within 24 hours of support request.

6   Security

6.1   The Company shall use its best endeavours to keep confidential any information disclosed to it by the Customer relative to the Customer’s business or to the business of any client of the Customer and shall not disclose the same to any third party other than those employees of the Company whose province it is to know the same. Where replaced components carry data, all best endeavours will be taken to delete such data.

6.2   The Company shall use its best endeavours to ensure that other information whether confidential or otherwise relating to the Customers business or to the business of any client of the Customer which comes to the knowledge of the Company or any of its employees shall be treated as confidential and shall not be disclosed to any third party.

6.3   The Customer shall be solely responsible for the security of confidential information during such times as the Company’s employees, agents or sub-contractors are on the Premises for the purpose of carrying out the Company’s obligations hereunder.

7   Customer Care

The Customer shall:

7.1   Use the Equipment correctly in accordance with the manufacturer’s operating manuals and with such operating supplies as are in accordance therewith and promptly and regularly carry out all the operator’s maintenance routines (if any) as set out therein;

7.2   Not allow any person other than the Company’s personnel to adjust, repair or maintain the Equipment except for the operator’s maintenance routines (if any) as specified in 8.1 above;

8   Access to Equipment

The Customer shall allow the Company’s personnel to have full and free access to the Equipment at all reasonable times in order to carry out maintenance services which the Company is liable to perform hereunder.

9   Adequate Facilities

The Customer shall provide adequate facilities to allow The Company’s personnel to perform their tasks.  This includes but is not limited to the provision of ample power supplies, heating and/or air conditioning, adequate security both for the Companies staff and its equipment.

10   Risk

The Equipment shall at all times be at the risk of the Customer.

11   The Company’s Liability

11.1  Subject to the provisions of Clause 11.2 the Company’s liability for damage to the property of the Customer or it’s employees shall not exceed the current value of the Equipment in the Agreement.

11.2  The Company shall under no circumstances whatsoever be liable for any loss of data, any loss of business, or loss of profit, or for any consequential loss or damage, arising directly or indirectly from any failure by the Company to perform its obligations hereunder.

11.3  The Customer acknowledges that, save as provided in Clause 11.1 the Company shall not have any liability whatsoever arising from this Agreement to the Customer or any person claiming through or under him whether in contract or tort for any loss or damage howsoever caused.

12   The Customer Liability

12.1  The Customer shall indemnify the Company in every respect of any claim for loss, damage or injury to any person or property occasioned by or arising from the possession, operation, use or modification of the Equipment, for any breach of Clause 12.2 hereof except and in so far as the Company is liable aforesaid.

12.2  The Customer shall at all times comply with all Health and Safety requirements and with all rules and regulations and other requirements imposed by any competent authority. The Company shall not be liable for any damage to the Equipment or for any losses, costs or expenses whatsoever arising out of any failure by the Customer so to do.

12.3  The Customer shall not during the contract term of or for a period of 6 months from the date of termination of this Agreement howsoever caused employ, solicit, or otherwise endeavour to employ any employees of the Company who have provided services to the Customer unless the Customer has contacted both Jai Taylor and Lindsay Taylor in writing prior to any offer being made and that both Jai Taylor and Lindsay Taylor have given their permission in writing for this offer to be put forward to their employee or employees.

13   Force Majeure

Any failure by the Company to perform any of its obligations hereunder for any cause beyond reasonable control (e.g. adverse weather or traffic conditions) of the Company shall not be deemed to be a breach of the Agreement by the Company.

14   Bankruptcy

If either the Company or the Customer commits an act of bankruptcy or goes or is put into liquidation (other than solely for amalgamation or reconstruction) or if a Receiver is appointed over any part of the Company’s or Customer’s business or if the Company or Customer suffers the seizure of any property for non-payment of any debt, then the other party may regard any such circumstances as grounds for immediately terminating the Agreement without notice.

15   Termination

15.1  The Company may by giving thirty (30) days notice in writing to the Customer terminate the Agreement (without prejudice to its rights to recover any sum due by the Customer to the Company) if either:

(i)   any payment by the Customer shall be more than fourteen (14) days in arrears; or
(ii)  the Customer shall commit any other breach of the Agreement and shall not remedy the same within seven (7) days written notice given by the Company to the Customer requiring such remedy.

and on such termination the Company shall have no liability to repay to the Customer any sums paid or any part thereof.

15.2  The Customer may by giving thirty (30) days notice in writing to the Company to Terminate the Agreement if:

(i)   The Company shall commit any material breach of the Agreement and shall not remedy the same within thirty (30) days of written notice given to the Company requiring such remedy;
(ii)  The Company shall increase its Basic Charges and these shall not be acceptable to the Customer;

and if the Customer terminates this Agreement under the provisions of 15.2 (i) then a proportionate part of any sums paid by the Customer to the Company which relate to any period following the date of termination shall be repaid by the Company.

16  Assignment

The benefits and obligations of this Contract shall not be assigned by the Customer without prior written consent of the Company.

17   Notices

Any notice, request or other communications by either party to the other as provided for herein shall be given in writing and shall be deemed given on the earlier of the dates on which same is:

(a)   Actually received and acknowledged by the addressees;

or

(b)   Three (3) days after postage by registered letter post and sent to the addressee at its address stated in this Agreement or such addresses as may be notified in writing from time to time by one party to the other as an alternative address for service of notices hereunder.

18   Proper Law

18.1  This Agreement and these Terms and Conditions shall be subject to and construed in accordance with English Law and both the Company and the Customer agree to accept the jurisdiction of the English Courts.

18.2  The captions, titles and sub-headings to these Terms and Conditions are inserted for convenience only and shall not be considered in interpreting or construing of the provisions hereof.

Software License Agreement
Section 2

Your Agreement to this License

You should carefully read the following terms and conditions before using, installing or distributing this software.  Unless you have a different license agreement signed by Jaijo Ltd (“Jaijo”) your use, distribution, or installation of Jaijo software indicates your acceptance of these Terms & Conditions and of the Software License (“License”).

If you do not agree to all of the terms and conditions of this License, then:
(a) do not copy, install, distribute or use any copy of Jaijo software with which this License is included, and

(b) in addition, if you paid Jaijo or an authorised Jaijo reseller for a package consisting of one or more copies of Jaijo software, you may return the complete package unused, within thirty (30) days after purchase, for a full refund of your payment.

The terms and conditions of this License describe the permitted use and user(s) of each Licensed Copy of Jaijo software.  For purposes of this License, if you have a valid single-copy license, you have the right to use a single “Licensed Copy” of Jaijo software; if you or your organisation has a valid multi-user license, then you or your organisation have/has the right to use up to a number of “Licensed Copies” of Jaijo software equal to the number of copies indicated in the invoice issued by Jaijo when granting the license.

Scope of License

Each Licensed Copy of Jaijo software may either be used by a single person who uses the software personally on one or more computers, or installed on a single workstation used non-simultaneously by multiple people, but not both. This is not a concurrent use license.

Each Licensed Copy may be accessed through a network, provided that you have purchased rights to use a Licensed Copy for each workstation that will access Jaijo software through the network.  For instance, if 8 different workstations will access Jaijo software on the network, you must purchase rights to use 8 Licensed Copies of Jaijo software, regardless of whether the 8 workstations will access Jaijo software at different times or concurrently.

All rights of any kind in Jaijo software which are not expressly granted in this License are entirely and exclusively reserved to and by Jaijo.  You may not rent, lease, modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on, Jaijo software, nor permit anyone else to do so. You may not make access to Jaijo software available to others in connection with a service bureau, application service provider, or similar business, nor permit anyone else to do so.

Payment policies

Jaijo Ltd reserves the right to change prices of accounts or services after each anniversary of the commencement date upon (90) days prior written notice, although all pricing is guaranteed for the period of any prepayment. Payment is due within 14 days of the date of invoice. Customers will automatically be charged again at the end of their period unless closure notification has already been given in writing 30 days prior to the date of renewal.

In situations where payment has not been made within the 14 days stipulated Jaijo Ltd reserve the right to immediately suspend the facility and services to the client until the outstanding charge is processed successfully. The customer is responsible for all money owed on the account from the time it was established to the time that the customer sends a written cancellation request.

All invoices will be sent directly to customers via email.

All payment is in UK sterling.

Cancellation and refunds

Jaijo Ltd reserves the right to cancel the service at any time. In this event customers will be entitled to a pro rata refund based upon the remaining period of membership. If a customer contravenes Jaijo terms of service a refund will not be issued in the event of a cancellation.

Fees charged on a prepay basis are non-refundable. Once the initial trial period has expired customers are not entitled to receive a refund unless the service is cancelled by Jaijo Ltd. In addition some accounts incur set-up fees, these charges are also non-refundable.

Customers are required to give written confirmation 90 days prior to the cancellation the services provided to them by Jaijo Ltd or any of Jaijo Ltd third party providers.

Warranty Disclaimers and Liability Limitations

Jaijo software, and any and all accompanying software, files, data and materials, are distributed And provided “as is” and with no warranties of any Kind, whether express or implied. In particular, there is no warranty for virus scanning, Jaijo software does not scan for viruses.  You acknowledge that good data processing procedure dictates that any program, including Jaijo software, must be thoroughly tested with non-critical data before there is any reliance on it, and you hereby assume the entire risk of all use of the copies of Jaijo software covered by this License.  This disclaimer of warranty constitutes an essential part of this license.

Any liability of Jaijo will be limited exclusively to Refund of purchase price.  In addition, in no event shall Jaijo, or its principals, shareholders, officers, employees, affiliates, contractors, subsidiaries, or parent organisations, be liable for any indirect, incidental, consequential, or punitive damages whatsoever relating to the use of Jaijo software, or to your relationship with Jaijo.

In addition, in no event does Jaijo authorise you or anyone else to use Jaijo software in applications or systems where Jaijo software’s failure to perform can reasonably be expected to result in a significant physical injury, or in loss of life.  Any such use is entirely at your own risk, and you agree to hold Jaijo harmless from any and all claims or Losses relating to such unauthorised use.

General

This License is the complete statement of the agreement between the parties on the subject matter, and merges and supersedes all other or prior understandings, purchase orders, agreements and arrangements.  This License shall be governed by the laws of the United Kingdom.  Exclusive jurisdiction and venue for all matters relating to this License shall be in courts and fora located in the United Kingdom, and you consent to such jurisdiction and venue.  There are no third party beneficiaries of any promises, obligations or representations made by Jaijo herein. Any waiver by Jaijo of any violation of this License by you shall not constitute, nor contribute to, a waiver by larks of any other or future violation of the same provision, or any other provision, of this License.

Server Use (Internet & Email)
Section 3

Jaijo Ltd do not provide web-hosting services.  Sites and email management will be hosted by one of our preferred web-hosting suppliers.

Jaijo Ltd reserves the right to refuse service and /or access to its servers to anyone.  Jaijo Ltd do not allow any of the following content to be stored on its servers:

Illegal Material – This includes copyrighted works, commercial audio, video, or music files, and any material in violation of any British laws or regulations.

Adult Material – Includes all pornography, erotic images, or otherwise lewd or obscene content. The designation of “adult material” is left entirely to the discretion of Jaijo Ltd.

Warez – Includes pirated software, ROMS, emulators, phreaking, hacking, password cracking, IP spoofing, etc., and encrypting of any of the above. Also includes any sites which provide “links to” or “how to” information about such material.

Support

We will endeavour to provide a continuous high quality service. If you experience problems with your service, you should consult your technical documentation to try and resolve the issue, if that fails contact your systems administrator and if that fails to resolve your problem, you can contact our help desk on 01344 872871 option 2 between 9am and 5:30 pm Monday to Friday excluding Bank Holidays.

Please note we may require suspension of some of our services for short scheduled periods to carry out maintenance or repair to our services.

Reselling of Services

All accounts other than our Reseller Accounts are to be used by the primary owner only, and do not allow the holders to resell, store or give away web-hosting services of their website to other parties.

Web hosting services are defined as allowing a separate, third party to host content on the owner’s web site. Exceptions to this include ad banners, classified ads, and personal ads.

Scope of Services / Use / License

All rights of any kind in Jaijo Ltd software, code or routines which are not expressly granted in this License are entirely and exclusively reserved to and by Jaijo Ltd.  You may not rent, lease, copy, distribute, modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on Jaijo Ltd software, code or routines, nor permit anyone else to do so. You may not make access to Jaijo Ltd software, code or routines available to others in connection with a service bureau, application service provider, or similar business, nor permit anyone else to do so.

Unlimited Use Policy

High bandwidth usage: Jaijo Ltd may find a customer to be using server resources to such an extent that he or she may jeopardise server performance and resources for other customers. In such instances, Jaijo Ltd reserves the right to impose the High Resource User Policy for the consideration of all customers.

High Resource Use Policy

Resources are defined as bandwidth, processor utilisation or disk space.
Jaijo Ltd may implement the following policy to its sole discretion:

When a website is found to be monopolising the resources available Jaijo Ltd reserves the right to suspend that site immediately. This policy is only implemented in extreme circumstances and is intended to prevent the misuse of our servers. Customers may be offered an option whereby Jaijo Ltd continues hosting the website for an additional fee.

Domain Name Registration and Renewals

Jaijo Ltd or the web-hosting company accepted no ongoing responsibility for re-registering the name or otherwise ensuring that it remains in force.

Jaijo Ltd or the web-hosting company do not accept responsibility for any rights breaches caused by the registration in any form whatsoever or howsoever caused.

Virus Scanning of Emails

In particular, there is no warranty for virus scanning feature. If this feature is enabled on the customers email management no guarantees whatsoever are given for the feature to work or give protection against computer viruses howsoever introduced into the system.  (It simply runs external programs that claim to perform this function.)   Good data processing procedure dictates that any program be thoroughly tested with non-critical data before relying on it.  The user must assume the entire risk of using the program.  This disclaimer of warranty constitutes an essential part of the agreement.

Website Hosting – Virus/Cyber Attacks/Unauthorised Access

If we are hosting your website via one of our preferred 3rd party providers, the hosting fee is for rental space & minor support/enquiries. Any problems requiring significant time to investigate or rectify will be charged at our hourly rate. Please also note that no refunds will be given for any downtime in services, as although rare, these events can and do occur if for example, the hosting provider are undertaking essential maintenance work. Whether we host your site on our preferred partners site or your hosting is with another 3rd party, we cannot be held responsible for any virus’s attacking your site. Whilst we take measures to safeguard your site, it is something that can still happen. We will charge at our hourly rate to clean, recover and restore any website attacked by a virus or having been accessed by an unauthorised person or persons or by an automated system.

Payment Policies

Jaijo Ltd reserves the right to change prices of accounts or services at any time, although all pricing is guaranteed for the period of any prepayment. Payment is due within 14 days of the date of invoice. Customers will automatically be charged again at the end of their period unless closure notification has already been given in writing 30 days prior to the date of renewal.

In situations where payment has not been made within the 14 days stipulated Jaijo Ltd reserve the right to immediately suspend the facility and services to the client until the outstanding charge is processed successfully. The customer is responsible for all money owed on the account from the time it was established to the time that the customer sends a written cancellation request.

All invoices will be sent directly to customers via email.

All payment is in UK sterling.

Cancellation and refunds

Jaijo Ltd reserves the right to cancel the service at any time. In this event customers will be entitled to a pro rata refund based upon the remaining period of membership. If a customer contravenes Jaijo Ltd terms of service a refund will not be issued in the event of a cancellation.

Fees charged on a prepay basis are non-refundable. Once the initial trial period has expired customers are not entitled to receive a refund unless the service is cancelled by Jaijo Ltd. In addition some accounts incur set-up fees, these charges are also non-refundable.

Customers are required to give written confirmation 30 days prior to the cancellation of the services provided to them by Jaijo Ltd or any of Jaijo Ltd third party providers.

Indemnification

Customer agrees that it shall defend, indemnify, save and hold Jaijo Ltd harmless from any and all demands, liabilities, losses, costs and claims, including reasonable legal fees asserted against Jaijo Ltd, its agents, its customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by customer, its agents, employees or assigns. Customer agrees to defend, indemnify and hold harmless Jaijo Ltd against liabilities arising out of; (1) any injury to person or property caused by any products sold or otherwise distributed in connection with Jaijo Ltd server; (2) any material supplied by customer infringing or allegedly infringing on the proprietary rights of a third party; (3) copyright infringement and (4) any defective products sold to customer from Jaijo Ltd server.

Disclamer

Jaijo Ltd will not be responsible for any damages your business may suffer. Jaijo Ltd makes no warranties of any kind, expressed or implied for services we provide. Jaijo Ltd disclaims any warranty or merchantability or fitness for a particular purpose. This includes loss of data resulting from delays, nondeliveries, wrong delivery, and any and all service interruptions caused by Jaijo Ltd and its employees. Jaijo Ltd reserves the right to revise its policies at any time.

Please note: by agreeing to use any of our services you agree to be bound by all Jaijo Ltd terms and conditions.