Provision of Services and Availability

1. We shall use reasonable endeavours to make the Service(s) available to you at all times however we shall not be liable for any interruption to the Service(s)
2. To the fullest extent permitted by law, the Service(s) are provided on an "as is" basis and no warranty or representation (express or implied) of any kind is given.
3. Without prejudice to other rights and remedies, we reserve the right to suspend Service(s) at our sole discretion either temporarily or permanently

Your Obligations

1. You agree to;
   1. Notify us immediately if you become aware of, or suspect, any unauthorised use of the Service(s)
   2. Ensure we have correct, accurate, and up-to-date, details for you and any End User service where they are required
   3. not to use, or facilitate the use of, the Service(s) in any manner which is unlawful or in a manner which infringes the rights of any Third Party, or otherwise in accordance with our Acceptable Use Policies.
   4. not to use, or facilitate the use of, the Service(s) in any manner inconsistent with generally accepted Standards or Codes of Practice relevant to the Service(s)
   5. not to use, or facilitate the use of, the Service(s) in any manner which impedes the use of the Service(s) by others, or is likely to damage the reputation of Roxilio.
2. You agree and acknowledge;
   1. We have made no representations or warranties to you as to the fitness of any Service for a particular purpose
   2. We are under no obligation to continue to provide the Service(s) to you
   3. The provision of any Service(s) to you is subject to your consent to the processing of your data as outlined in our Privacy Notice

Indemnity

1. You will fully indemnify and keep us and our officers, employees, or any other agent fully indemnified against all liabilities, claims, costs, damages, losses, and expenses whether directly or indirectly incurred or suffered arising from or in connection with;
   1. Any breach of the Agreement(s) under which the Service(s) are provided
   2. Any misuse of the Service(s)

Payment and Fees

1. All charges payable for the Service(s) shall be in accordance with the Pricing Schedule provided. We reserve the right to change this at any time giving 30 days notice of such change. All pricing is fixed throughout any payment of pre-payment except as otherwise specified (e.g. Voice calls)
2. Payment is due on a recurring basis for some services, on the anniversary month or year following the date the Service(s) were initially established.
3. All payments must be made in GBP to the provided Bank Account or by Direct Debit or Credit / Debit Card as appropriate.
4. Without prejudice to our other rights and remedies under this Agreement, and subject to any Supplementary Terms that may apply to specific Service(s), if any sum is not paid before the Due Date shown on the Invoice, we reserve the right to suspend the Service(s) provided.
5. Where an account is over 14 days overdue, access to Service(s) is explicity denied.
6. In the event of an account suspension, we reserve the right to charge a re-activation fee for the Service(s)

Liability

1. We will not be liable to you for any direct or indirect losses, damage, costs, expenses, or other claims arising out of or in connection with this Agreement for;
   1. loss of use of the Service(s)
   2. loss of profit, Agreements, or revenue;
   3. loss of goodwill;
2. Nothing in this Agreement shall exclude or limit our libaility for death or personal injury caused by our negligence or for damages incurred as a result of fraud on the part of Roxilio.

Termination

1. Either party may terminate the Agreement by giving 30 day written notice to the other.
2. Without prejudice to any other rights or remedies, we may terminate the Agreement without liability to you if;
   1. you fail to pay us any sum due under this Agreement;
   2. you break any of the Terms and Conditions in this Agreement;
   3. you suffer the appointment of an administrator, receiver, trustee, or similar;
   4. you become insolvent or are declared insolvent;
   5. you cease to conduct all or a substantial part of your business
3. On termination of this Agreement or suspension of the Service(s) we shall be entitled immediately to suspend use of any Service(s) or resources on our account.

General

1. This Agreement contains the whole agreement between the parties in respect of the Service(s) and subject of this Agreement and replaces any prior written or oral agreements, representation, or understandings.
2. You shall not assign or otherwise deal with any or all of your rights or obligations under this Agreement without Roxilio's prior written consent.
3. The Parties each agree not to use the name of the other party in any article, announcement, press release, or published literature without the written consent of the other party.
4. Nothing in this Agreement shall create a partnership or joint venture between the parties, nor constitute either party being an agent or representative of the other.
5. Failure by either party to exercise or enforce any right conferred by this Agreement shall not be deemed to be a waiver of such right
6. You acknowledge and agree that you will not acquire ownership or rights to any Intellectual Property relating to the Service(s) other than as may be expressly granted.
7. Any Personal Data we obtain from you during the provision or use of the Service(s) will be held in accordance with our Privacy Notice
8. If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void, or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.
9. Except as otherwise provided (e.g. in the Domain Name Terms and Conditions) for the purposes of the Contracts (Rights of Third Parties) Act 1999 and notwithstanding any other provision of this Contract is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.
10. This Agreement shall be governed by and construed in accordance with the laws of England & Wales without giving effect to any principles of conflict of law.

Revision: 2020-11-14

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Roxilio Limited | Registered in England 11649010
71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ