Internet Resources Licence Agreement

1. Interpretation

The definitions and rules of interpretation in this condition apply in these Terms & Conditions.

1.1 Definitions:

  • Contract: the agreement between isp6 and the Member for isp6 to provide the Services to the Member under condition 3.
  • isp6: SPIDEE CONSULTANTS LTD, a company registered in England and Wales with number 15952257 with registered office at 6 Brynhyfryd Avenue, Newport NP20 4FY, trading as isp6.
  • Member: the person, firm, company or organisation who purchases Services from isp6.
  • Services: the services to be provided by isp6 under the Contract, including (subject to the Contract) licences for the use of internet resources such as:
    • IP (Internet Protocol) addresses;
    • IPv6 PA (Provider Aggregatable) addresses; and
    • Internet identifiers such as IP addresses (IPv6) and Autonomous System Numbers.

1.2 Condition, Schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 A reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.

1.6 Unless the context otherwise requires, a reference to one gender includes a reference to the other genders.

1.7 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.8 References to conditions are to the conditions of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.

1.9 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Application of Conditions

2.1 These conditions shall:

  1. apply to and be incorporated in the Contract;
  2. prevail over any previous conditions or agreement between isp6 and the Member; and
  3. prevail over any inconsistent terms or conditions contained in, or referred to in, the Member's purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.

2.2 No addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on isp6 unless in writing and signed by a duly authorised representative of isp6.

3. Membership

3.1 The Member will be deemed to make an offer to purchase the Services specified in these conditions or otherwise agreed with isp6, when isp6 has received from the Member (or on its behalf) all of the following:

  1. Order form;
  2. Identity verification documents;
  3. Where the Member is a firm, company or organisation (rather than a natural person), a recent extract from the Commercial Trade Register or equivalent document proving the registration of the Member with the relevant national authority; and
  4. Membership fees.

3.2 On receipt of an offer from the Member, isp6 will check the documents provided and make any enquiries required of the Member. Subject to that, isp6 will accept the Member's offer, the Contract will come into effect, and isp6 will start to provide the Services to the Member.

3.3 The initial term of the Contract and of the Member's membership shall be a period of one (1) year, commencing on the date that isp6 accepts the Member's offer ("Start Date").

3.4 Subject to termination under these Terms & Conditions, the Contract and membership will renew for a further one (1) year term on each annual anniversary of the Start Date and the Member will be charged the membership fee (as it applies at the time).

4. isp6's Obligations

4.1 isp6 shall use reasonable endeavours to provide the Services in all material respects and to meet any performance dates discussed with the Member, but any such dates shall be estimates only and time shall not be of the essence of the Contract.

4.2 For the avoidance of doubt, any internet resources provided by isp6 to the Member under the Contract is licensed to the Member for its use and is not owned by the Member.

5. Member's Obligations

The Member shall:

  1. co-operate with isp6 in all matters relating to the Contract;
  2. provide in a timely manner such information as isp6 may request or require in order to provide the Services, and ensure that such information is complete, up-to-date, and accurate in all material respects;
  3. be responsible (at its own cost) for preparing for the supply of the Services; and
  4. on termination of the Contract (however caused), destroy or return to isp6 all resources provided to them under the Contract.

6. Liability

6.1 The following provisions set out the entire financial liability of isp6 (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Member in respect of:

  1. any breach of the Contract however arising;
  2. any use made by the Member of the Services; and
  3. any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with the Contract.

6.2 All warranties, conditions and other terms implied by statute or common law are, to the greatest extent permitted by law, excluded from the Contract.

6.3 Nothing in these conditions excludes the liability of isp6:

  1. for death or personal injury caused by isp6's negligence; or
  2. for fraud or fraudulent misrepresentation.

6.4 Subject to condition 6.2 and condition 6.3:

  1. isp6 shall not in any circumstances be liable, whether in tort (including for negligence or breach of statutory duty however arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:
    1. loss of profits;
    2. loss of business;
    3. depletion of goodwill or similar losses;
    4. loss of use;
    5. wasted expenditure; or
    6. loss or corruption of data or information.
  2. isp6 shall not be liable for loss or damage caused by:
    1. a failure to make Internet Number Resources available (on time), or for damages in any way connected with the use of the Internet Number Resources;
    2. the operation of telecommunications infrastructure and related peripheral equipment along and over which isp6 services must necessarily be carried; or
    3. non-performance due to force majeure, including but not limited to industrial action, strikes, occupations and sit-ins, blockades, embargoes, governmental measures, denial of service attacks, war, revolutions or comparable situations, power failures, defects in electronic lines of communication, fire, explosions, damage caused by water, floods and earthquakes.
  3. isp6's total liability in contract, tort (including negligence or breach of statutory duty however arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price paid for the Services in the membership year in which the loss or damage arises.

6.5 The Member shall indemnify isp6 against any and all third party claims against isp6 in relation to the Member's use of the Services.

7. Termination

7.1 The Member may terminate the Contract and their membership (and thus prevent automatic renewal) via the Member's account on the isp6 website. Termination will take effect at the end of the membership year in which the termination is effected.

7.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Contract without liability to the other if:

  1. the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than seven days (7) after being notified in writing to make such payment;
  2. the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so; and
  3. the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement.

7.3 isp6 may terminate the Contract without liability to the Member if in its reasonable opinion the Member is (or is likely to be) in financial difficulty such that it is unable to pay its debts as they fall due.

7.4 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.

7.5 Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

8. Force Majeure

Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for fourteen (14) days, the party not affected may terminate this agreement by giving not less than fourteen (14) days' written notice to the affected party.

9. Waiver

9.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

9.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

10. Rights and Remedies

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

11. Severance

11.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

11.2 If any provision or part-provision of this agreement is deemed deleted under condition 11.1, the parties shall negotiate in good faith to amend such provision so that, to the greatest extent possible, the amended provision achieves the intended commercial result of the original provision.

12. Entire Agreement

12.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

12.2 Each party acknowledges that, in entering into this agreement, it does not rely on, and has no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

12.3 Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

12.4 Nothing in this clause shall limit or exclude any liability for fraud.

13. Assignment

13.1 isp6 may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.

13.2 The Member shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

14. No Partnership or Agency

Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

15. Third Party Rights

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

16. Governing Law

The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and interpreted in accordance with the law of England and Wales.

17. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).