CIX OFFICE General Terms and Conditions
Between Parkglobe Consultants Limited (the "Company")reg. no. 4358182. trading as CIX Online of Avenue House, Southgate, Chichester, West Sussex, PO19 1ES and you. (the "Customer")

1. DEFINITIONS

In this agreement the following expressions shall have the following meanings:

1.1 "Agreement" means the summation of the CIX Office General Terms and Conditions, the CIX Office Acceptable Use Policy, the CIX Office Service Schedule(s) and any specific terms and conditions that relate to an individual Service - these taken as a whole constitute the agreement between the Customer and the Company;

1.2 "Account" means the Customer's account with the Company to provide the Services;

1.3 "AUP" means the Acceptable Use Policy set out on the Company's web Site www.cixoffice.com as amended from time to time;

1.4 "Charges" means the charges payable by the Customer for the Services supplied by the Company and as detailed in the CIX Office Services Schedule at the rate detailed on the Price List;

1.5 " CIX Office Services Schedule" means the list of services provided by the Company;

1.6. "CIX Calendar" is a Company Service;

1.7 "CIX Contacts" is a Company Service;

1.8 "CIX Document Library" is a Company Service;

1.9 "CIX Office" is a brand name of the Company

1.10 "CIX Online Platform" means the hardware and software delivering the Service(s) to the Customer

1.11 "CIX Office Web mail client" is a Company Service

1.12 "CIX Telephony" is a Company Service

1.13 "CIX Spam & Virus filter" is a Company Service

1.14 "CIX SyncML" is a Company Service;

1.15 "Company" means Parkglobe Consultants Ltd trading as CIX Online, reg.no. 4358182 of Avenue House, Southgate, Chichester, West Sussex PO19 1ES;

1.16 "Customer" means the individual or company or organization whose name and address are provided when an Account is opened;

1.17 "Company Website(s)" means website(s) published by the Company

1.18 "Price List" means the list of charges made by the Company for the Services either individually or collectively;

1.19 "Privacy Policy" means the Company's policy regarding privacy, set out on our Web site, as amended from time to time

1.20 "Database Right" means the rights in the Service databases including those rights contained in section 3(1) a of the Copyright Designs and Patents Act 1988 and Part III of the Copyright and Rights in Database Regulations 1997

1.21 "Due Date" means the date when payment must be made by the Customer for the services;

1.22 "Email" means email

1.23 "Intellectual Property Right" means all copyrights (including copyright in computer software), database rights, rights in inventions, patent applications, patents, trade marks, trade names, know-how, service marks, design rights (whether registered or unregistered), database rights, semi-conductor topography rights, trade secrets, rights in confidential information and all other industrial or intellectual property rights of whatever nature worldwide;

1.24 "Law" means the law of England and Wales

1.25 "Minimum Cancellation Period" means the minimum period of notification a Customer has to cancel a service(s) to avoid being charged for the next Service Period;

1.26 "Minimum Service Period" means the shortest period the Company will agree to deliver a Service;

1.27 "Password" means the password entered to gain access to the Company Services;

1.28 "Service(s)" means the service(s) supplied by the Company to the Customer;

1.29 "Service Period" means the period the Customer has chosen to prepay for a Service(s);

1.30 "Spam" means unsolicited email;

1.31 "Sharing" means sharing files or calendar events or contacts name and addresses with another party via one of the CIX Office Services;

1.32 "Syncronisation" means the merging of two or more sources of data into a single database using CIX SyncML;

1.33 "Specific Terms and Conditions" means specific terms and conditions that relate to a specific service not covered by the General terms & Conditions and agreed with the Customer at the time of order;

1.34 "Telephony forwarding" is the Company service that allows the Customer to forward their CIX Office telephone numbers to another number.

1.35 "Username" means the name provided by the Company to the Customer to be used to login into their account and to be an email name@cixoffice.com

1.36 "You" and "Your" means the Customer

1.37 "We" and "Our" means the Company

2. SERVICES

2.1.In consideration of your paying the Charges, we agree to provide the Services to you subject to the terms and conditions set out in this agreement.

2.2 We will endeavor to provide a high quality of uninterrupted service. However it may be necessary from time to time to suspend a service or all services to carry out maintenance on the CIX Office Platform. Should such a suspension prove necessary we will endeavor to notify you this is to occur but on occasion such notification may not be possible as the break in service will be caused by circumstances beyond the Company's control.

2.3 In the interests of improving a Service(s) and responding to developments in the market the Company reserves the right to upgrade, replace, change, add or delete services or aspects of individual services from time to time.

2.4 Where we supply you with software you will not copy and/or distribute this software without our written permission.

3. VIRUS / SPAM SERVICE

3.1 Whilst as part of the CIX Spam Virus service we will check for any viruses known to us. You acknowledge that, as viruses are regularly created and distributed, we can only detect specific known viruses and do not warrant that we will detect all viruses present on the system, network or server. In addition, false virus detections might occur and, if in any doubt, you should contact us to assess if a positive detection is correct.

3.2 Similarly our spam filter will not necessarily catch all spam, and may exclude messages that are not spam.

4. DATA STORAGE

4.1 Whilst as part of the Document Library service we endeavor to prevent any loss of stored data we provide no warranties against loss of data and it is for the user of our service(s) to make independent provision for back up.

4.2 When sharing documents via the Document Library or WebDav or FTP with third parties the responsibility for preventing distribution of viruses lies with the user placing the file and the user(s) sharing the file to have in place on their computer(s) adequate protection against virus infection.

4.3 Whilst as part of the email service we provide storage of email and we endeavor to prevent any loss of this stored data we provide no warranties against loss of data and it is for the user of our service(s) to make independent provision for back up.

4.4 Whilst as part of the Contacts and Calendar services we endeavor to prevent any loss of stored data we provide no warranties against loss of data and it is for the user of our service(s) to make independent provision for back up.

5. SYNCRONISATION

5.1 Whilst as part of the CIX SyncML services we endeavor to prevent any loss of stored data we provide no warranties against loss of data and it is for the user of our service(s) to make independent provision for back up.

6. ACCEPTABLE USE POLICY

6.1. All customers shall comply with the AUP at all times. Failure to comply with the AUP may lead to termination of your account with immediate effect.

7. WARRANTIES AND INDEMNITY

7.1. We warrant and undertake to perform the Services using reasonable skill and care;

7.2. Subject to Clause 6.1, you acknowledge that the Services are standard services. We therefore exclude any condition or warranty of any kind whatsoever express or implied, statutory or otherwise, concerning the fitness for any particular purpose of the Services;

7.3. Should you use the Services in a manner contrary to the AUP that causes injures in any way to the ownership rights or otherwise of a third party you shall indemnify the Company against any costs, losses, damages, expenses (including legal expenses) that result from this misuse.

8. PAYMENT TERMS

8.1. SMS message charges shall be deducted monthly in arrears from your account on or around the Due Date by credit or debit card, direct debit or by issuing an invoice for payment.

8.2 Telephone forwarding Charges shall be deducted monthly in arrears from the Customer via credit card or debit card unless another form of payment has been agreed with that customer.

8.3. Subject to 8.1 and 8.2, all Charges shall be deducted in advance for the Service Period from your account on or around the Due Date by credit or debit card, direct debit or by issuing an invoice for payment.

8.4. Payments that are not received by the Due Date shall be subject to interest for late payment from the Due Date at the rate of 3% per annum above the base rate of Barclays Bank plc.

8.5. In the event of late payment we will contact you and request that you pay all arrears within 20 days. If you fail to pay we may without prejudice to any other remedy terminate this agreement or temporarily suspend performance of the Services.

8.6. All prices and fees payable under this agreement are exclusive of Value Added Tax or similar taxes.

9. LIMITATION OF LIABILITY

9.1 We do not exclude or limit our liability to you for

9.1.1. death or personal injury caused by our negligence; or

9.1.2. deceit or fraudulent misrepresentation for which we are liable at law.

9.2 We do not accept liability for any indirect or consequential losses arising out of our performance under this agreement including but not limited to pure economic loss, anticipated profits, revenues, anticipated savings, loss of clients, goodwill, business opportunities, wasted overheads, loss or corruption of data, software or configurations wherever held, or any other losses not flowing directly and naturally from the performance of this agreement.

9.3. You are responsible for making back ups of your data. We shall not be liable for any losses caused by your failure to perform your obligations under this agreement including your failure to make adequate provisions for recovery of lost or corrupted data, files or programs.

9.4. We will both take reasonable measures to ensure that we do not disseminate viruses to each other or other Internet users; however neither party can guarantee that it will be able to identify and eradicate all viruses.

9.5. Subject to Clause 8.1 to 8.6, our aggregate liability for loss or damage howsoever caused in each year of this agreement is limited to the higher of:

9.5.1. £100.00; or

9.5.2. the total of Charges paid by you in the previous year.

10. PROPRIETARY RIGHTS

10.1 The Company shall own all Intellectual Property Rights gained in the creation, development, preparation and provision of the Services.

10.2. 'CIX', "CIXOFFICE", "CIX ONLINE" are the Company's trademarks, and you shall not infringe these trademarks (for the avoidance of doubt you may use the name of "cix" or "cixoffice" as an email address).

11. TERMINATION

11.1. Either party may terminate this agreement by not less than 1 month's written notice to end on the last day of any month before the commencement of the next Service Period for the Customer's Service(s) (the Minimum Cancellation Period). If you fail to serve notice to us in accordance with this clause, we shall continue to provide the Service(s). The payment provision at Clause 8 shall apply to such continuation.

11.2. Either party may also terminate this agreement by notice in writing in the event of the other being in material breach of this agreement, provided that where the breach is capable of remedy such breach has not been remedied within 30 (thirty) days of receipt of written notice.

11.3. On termination by either you or us:

11.3.1. we will cease provision of the Services; and

11.3.2. all outstanding sums shall immediately become payable and due; and

11.3.3. The rights and duties created by Clauses 8,9,10,11,12 and 14 shall survive.

12. NON-DISCLOSURE

12.1. By virtue of this agreement, each party may have access to information that is confidential to the other ("Confidential Information"). Confidential Information shall include payment details, correspondence between the parties, and all information clearly identified as confidential.

12.2. A party's Confidential Information shall not include information which:

12.2.1. is or becomes a part of the public domain through no act or omission of the other party; or

12.2.2. was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; or

12.2.3. is lawfully disclosed to the other party by a third party without restriction on disclosure; or

12.2.4. is independently developed by the other party without breach of the agreement; or

12.2.5. is required to be disclosed by operation of law.

12.3. Each party agrees not to make the other's Confidential Information available in any form to any third party or to use the other's Confidential Information for any purpose other than the performance of this agreement. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or third parties in violation of this agreement.

13. DATA PROTECTION

13.1. The parties shall comply with the provisions of the Data Protection Act 1998 as amended from time to time.

13.2. You give us and other users the right to process any information provided by you in the course of providing the Services and using the Conferencing Facility.

14. DISPUTE RESOLUTION

14.1. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this agreement promptly through negotiations between representatives of the parties who have authority to settle that dispute.

14.2. If the matter is not resolved through such negotiation, the parties shall attempt in good faith to resolve the dispute through an Alternative Dispute Resolution (ADR) procedure as recommended to the parties by the Centre for Dispute Resolution.

14.3. If the matter has not been resolved by an ADR procedure within 30 days of initiation of that procedure (or such other period as is agreed by the parties), or if either party will not participate in an ADR procedure, the dispute shall be referred to the English courts.

15. FORCE MAJEURE

15.1. Neither party shall be liable for any failure or delay in the performance of any of its obligations under this agreement or for the resulting consequences if such failure or delay is due to reasons beyond its control.

16. ASSIGNMENT

16.1. You shall not assign or novate this agreement without our prior written consent. We may assign this agreement at any time. We may sub-contract the performance of our obligations in whole or in part, and we shall be liable for the acts and defaults of any such sub-contractor.

17. NOTICES

17.1. Any notice given under this agreement must be given in writing and sent or delivered by hand, post, email or fax to the other party at the address stated in this agreement (or any other address notified for this purpose by that party) provided that any:

17.1.1. notice delivered by hand shall be deemed to have been given when deposited at the appropriate address; and

17.1.2. notice sent by post shall be deemed to have been given forty eight (48) hours after a first class registered letter is posted to the appropriate address; and

17.3. notice sent by fax shall be deemed to have been given when electronic confirmation of transmission is received by the sending fax machine; and

17.1.4. notice sent by email shall be deemed to have been given the same day the email is sent provided that the sender does not receive any 'sending error' notice.

17.2. If giving notice by email you shall email the relevant official email address as shown on the Company's website as amended from time to time.

18. AGREEMENT

18.1. In the event that any provision of this agreement is held to be invalid or unenforceable then the remaining provisions of this agreement shall remain in full force and effect.

18.2. This agreement together with any documents referenced in it constitutes the entire agreement between the parties and supersedes all previous agreements and representations, written or oral, with respect of the subject matter.

18.3. We may make changes to the terms of this agreement, the AUP, the Services and the CIX Office Service Schedule ("Variation") at any time without prior notice. Variations will come into effect on the date specified in the notice (the "Effective Date"). If you disagree with any Variation, you are entitled to give notice to terminate your account in accordance with Clause 11.1. Provided that you give notice prior to the Effective Date, you will not be bound by the Variation with which you disagree. We shall give such notice by posting the Variation to the Company website under Terms and Conditions

18.4. The Consumer Protection (Distance Selling) Regulations 2000 apply to the Services. Under regulation 10 consumers have the option to cancel the Services within the first 7 working days of agreeing to take the Services, however you agree that this right is excluded where the Services are provided to you within 7 working days of your request

18.5 This agreement is governed by the laws of England, and is subject to the exclusive jurisdiction of the English courts.