1. Definitions

1.1 The "Customer" means the user, "Exa Networks" means Exa Networks Limited, "Services" means all services provided by Exa Networks including but not limited to Internet access, electronic mail, web space, newsgroups and co-location.

2. Supply

2.1 Exa Networks agrees to provide the services to the Customer to the extent described in the Schedule, which shall be deemed and incorporated into these terms and conditions.

2.2 Exa Networks reserves the right to alter or withdraw any service at any time, on giving current Customers prior warning.

3. Exclusion of Warranties

3.1 Save as expressly set out herein, all conditions or warranties which may be implied or incorporated into these terms and conditions by law or otherwise are hereby expressly excluded to the extent permitted by law. In no circumstances whatsoever will Exa Networks be liable for economic, indirect or consequential loss.

3.2 Exa Networks's Services are provided on an "as is" and "as available" basis and we make no warranties or representations, whether express or implied, in relation to Exa Networks or the Services, including but not limited to, implied warranties or conditions of completeness, accuracy, satisfactory quality, or any loss of data resulting from delays, non-deliveries, missed deliveries, or service interruptions.

3.3 In any event the liability of Exa Networks to the Customer in respect of an event or series of connected events arising out of or in connection with these terms and conditions whether in contract, tort (including negligence) or otherwise shall be limited to all sums payable in respect of the Services described in the Schedule.

3.4 Each provision of this Clause 3 excluding or limiting liability shall be construed separately, applying and surviving even if for any reason one or other of those provisions is held inapplicable or unenforceable in any circumstance they shall remain in force not withstanding the termination or expiry of these terms and conditions.

4. Price and Payment

4.1 The charges payable by the Customer for the provision of the Services are set out in the Schedule. If for any reason Exa Networks is unable to collect payment from the customer as it becomes due under these terms and conditions or in the event of default on payment by the customer this will constitute a material breach of these terms and conditions by the customer. Exa Networks shall have the right to require the Customer to pay all sums due under these terms and conditions on demand.

4.2 Accounts in default may be charged interest on the outstanding balance at a daily rate of 3% above HSBC's base lending rate. All payments due under these terms and conditions shall be made by the Customer in full without any right of set-off by the Customer.

4.3 All sums due to Exa Networks under these terms and conditions are quoted exclusive of Value Added Tax and any other applicable taxes which may from time to time be charged thereon in accordance with the relevant regulations in force at the time of making the taxable supply and shall be paid by the Customer.

4.4 Exa Networks reserves the right to terminate the services to the Customer forthwith in the event of any default of payment.

4.5 All subscriptions charges are due in advance.

5. Termination

5.1 The initial term shall commence when the Customer opens an account or starts using Exa Networks's services. This agreement will continue and payments will be taken according to the service subscribed to until the customer requests cancellation or if Exa Networks decides to terminate the agreement according to the terms below.

5.2 Exa Networks (without prejudice to its other rights) may terminate this Agreement immediately if:

1. the Customer breaches any clause under these Terms and Conditions.
2. Exa Networks is obliged to comply with an order, instruction or request of Government, an emergency services organisation, or other administrative authority, to cease to provide any service provided to the Customer.
3. the customer breaches Exa Networks's Acceptable Use Policy, or
4. the provision of any service to the Customer would give rise to or cause disruption to the services offered by Exa Networks to its customers.

5.3 Without prejudice to its rights of termination at any time under Clause 5.2, Exa Networks shall have the right to suspend the provision of any Services without notice if Exa Networks has the right to terminate this Agreement.

5.4 Exa Networks shall be able to terminate this agreement for any reason on giving the Customer a minimum of 1 month's notice at any time.

5.5 The Customer may terminate this agreement having given written 30 days notice by letter.

5.6 In the event of termination, whether initiated by the Customer or Exa Networks no refunds will be given on subscription charges, whether monthly , quarterly or annual unless otherwise agreed in writing by Exa Networks.

5.7 In the event of termination the Customer shall immediately cease to make use of Exa Networks's Services.

6. Improper Use

6.1 A breach of our Acceptable Use Policy will constitute a material breach of these terms and conditions and shall entitle Exa Networks to terminate the agreement pursuant to Clause 5.2.

6.2 The Customer shall not (or authorise or permit any other party to) use Exa Networks's Services for the transmission of any material which is in violation of any law or regulation or which is defamatory, menacing, obscene, in breach of third party intellectual property rights (including copyright) or in breach of trade secrets. Any breach of this Clause will be deemed to be a material breach of this agreement and shall entitle Exa Networks to terminate the agreement pursuant to Clause 5.2 and for this purpose it shall be irrelevant whether the Customer is aware of the content or illegality of any material so transmitted or not.

6.3 Not withstanding and in addition to Clause 5.2 Exa Networks may suspend the Service without notice with immediate effect if in Exa Networks's reasonable opinion the Customer is in breach of these Terms and Conditions or acted inconsistently with the spirit of these terms and conditions.

6.4 The Customer acknowledges that Exa Networks is unable to exercise control over the content of the information passing over the Exa Networks connection and/or the Exa Networks network and/or the Services, and Exa Networks hereby excludes all liability of any kind for the transmission or reception of infringing information of whatever nature.

6.5 The Customer hereby agrees to indemnify and holds Exa Networks harmless from any claim brought by a third party resulting from the use of the Exa Networks connection and/or the Exa Networks network, Services including but not limited to infringement of any intellectual property right of any kind, legislation or regulation. The Customer shall defend and pay all costs, damages, awards, fees (including reasonable legal fees) and judgments finally awarded against Exa Networks arising from such claims, and shall provide Exa Networks with notice of such claims, full authority to defend, compromise or settle such claims and reasonable assistance necessary to defend such claims, at the Customer's sole expense. Such actions will be taken in consultation with the Customer.

6.6 Exa Networks reserves the right to delete after seven days all emails delivered to users named SPAM, TRASH and/or BOUNCE (regardless of case) without any notification to our customers. It is the customers own responsibility to ensure that those emails are checked, and if necessary moved to other users within this timescale. Exa Networks accepts no responsibility or liability for customers emails who are deleted from the aforementioned users.

7. Suspension of Services

7.1 Exa Networks may without terminating this agreement suspend provision of any Services in whole or in part until further notice with immediate effect if:

1. Exa Networks has reason to terminate this agreement in accordance with Clause 5;
2. Exa Networks is obliged to comply with an order, instruction or request of Government, an emergency services organisation, or other administrative authority, or
3. Exa Networks needs to carry out work relating to upgrading or maintenance of the Exa Networks network but providing that Exa Networks has given the Customer a reasonable period of notice practicable in the circumstances.

7.2 If Exa Networks exercises its right of suspension in respect of an event referred to in Clause 7.1, this will not exclude its right to terminate this agreement later in respect of that or any other event, nor will it prevent Exa Networks from claiming damages from the Customer resulting from such event if the Customer is in breach of these terms and conditions.

8. Data Protection

8.1 Exa Networks reserves the right to put the names and other information from the registration form relating to the Customers into a computerised directory for internal use, unless specific written instructions are received from the Customer.

8.2 Exa Networks reserves the right to provide information concerning your account and activities whilst using Exa Networks's services if we are requested to do so by the police or a regulatory or government authority in investigating illegal activities.

9. Caller Line Identification

9.1 In order to access the 0845 and 0808 services service the customer must make sure that the telephone calling line identification is not blocked from the telephone line used to access Exa Networks. Failure to present the calling line identification when accessing any 0845 or 0808 will result in a material breach of these terms and conditions.

10. Security

10.1 The customer is responsible for maintaining the confidentiality of the username and password and may not release them to any third party. The customer is fully responsible for all activities which occur under their username and password. Other users of the Customer's username and password shall be bound by these terms and conditions as if they were the Customer. The customer agrees to immediately notify Exa Networks of any unauthorised use of his/her username or password or any other breach of security of which the Customer becomes aware.

11. General

11.1 Other than in respect of the Customer's obligation to make payments neither party shall be liable in respect of any breach of this contract due to any cause beyond its reasonable control including but not limited to acts of God, flood, lightning or fire, industrial action, act or omission of Government or other competent authority, riot, war or act or omission of another party for whom that party is not responsible.

11.2 Exa Networks shall have the right by notice to the Customer to modify these terms and conditions at any time. It is the Customer's responsibility to check these terms and conditions for changes on a regular basis.

11.3 These terms and conditions are governed by and shall be construed in accordance with the laws of England and the Customer hereby submits to the exclusive jurisdiction of the English Courts.

11.4 These terms and conditions represent the entire agreement between the parties excluding any service specific conditions, which will be notified to the customer at time.

11.5 Any customer taking co-location at any of our data centres, suites or PoP acknowledges and agrees to abide by specific conditions of each location, as well as the specific co-location terms and conditions available separately to our standard terms and conditions herein.

11.6 The Customer shall not assign or purport to assign or otherwise deal with any of its rights and obligations hereunder, except if expressly agreed in writing with Exa Networks.

11.7 Exa Networks shall have the right to assign, sub-contract or otherwise deal with all or any of its rights and obligations under these terms and conditions to any third party.

11.8 The Customer, by creating an account with Exa Networks, hereby acknowledges that he/she has read and accepted the terms hereof.

11.9 Any notice given by Exa Networks to the customer under these terms and conditions will be given either by email or by a message on the Exa Networks website.

11.10 The Customer is responsible for making sure that they are dialling the right number for the service used.

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