| 1 DEFINITIONS In this Agreement: |
| 1.1 | the following terms shall have the following meanings: |
| "Addendum" | refers to addition of services, additional pricing schedule or amendments to an existing RelayStation contract; |
| "Address" | The destination address of any Recipient of a Message, as supplied by the Customer; |
| "Agreement" | These Terms and Conditions and the completed Order Form and/or addendum to the Order Form; |
| "Business Hours" | From 09:00 to 17:30 English time during any day other than (i) a Saturday, (ii) a Sunday or (iii) a bank holiday in England; |
| "Charges" | the charges payable by the Customer to RELAYSTATION for the relevant Services, as stipulated in the applicable Order Form and/or addendum to the Order Form; |
| "Commencement Date" | the date the signed Order Form and Terms and Conditions are received by RelayStation unless an alternative date is stated within the Order Form. |
| "Confidential Information" | any information in any form or medium obtained by one Party from or on behalf of the other pursuant to this Agreement which is expressly marked as confidential or which is manifestly confidential whether disclosed or obtained before, on or after the date of this Agreement together with any reproductions of such information or any part of this information and any information relating to the RELAYSTATION's employees, agents, subcontractors and other customers, and the Customer's Confidential Information shall include but not be limited to the content of the Messages and the third parties involved with the content of the Messages); |
| "Customer" | the customer whose details are set out in the applicable Order Form or addendum to the order form; |
| "Dispatch" | shall mean the dispatch by RELAYSTATION of a Message to the Recipient at the Address, subject to the terms of this Agreement but shall exclude the carriage and arrival of the Message (and the noun "Dispatch" shall be construed accordingly); |
| "Format Requirements" | the format requirements for Messages specified on the Website from time to time (including, in the case of voicemail Messages, completion of the scheduling boxes detailing the required timing for the Despatch of the Message) or as otherwise notified to the Customer from time to time; |
| "Initial Payment" | The sum specified in the applicable Order Form or Pricing Addendum to applicable Order Form which shall not be less than £5.00 |
| "Initial Period" | the period described in the applicable Order Form or addendum to the order form and starting on the Commencement Date; |
| "Intellectual Property Rights" | all intellectual and industrial property rights of any nature anywhere in the world, including without limitation copyright, database rights, patents, design rights, registered designs, trade mark rights, service mark rights, domain name rights and topography rights, whether or not registered or capable of protection by registration and the right to apply for any of them; |
| "Message" | a message (which shall include all material, content, information, graphics, sound or any other data comprised within it) submitted by the Customer in accordance with the Format Requirements intended for a particular Recipient ; |
| "Message Description" | The accurate description of the type of contents of a Message (e.g. voice, fax, SMS, email or other). |
| "Order" | An order for any of the Services placed by the Customer; |
| "Password" | the unique password linked to the Username which enables the Customer to log in to the Website and access the Services; |
| "Party" | a party to this Agreement, being the Customer or RELAYSTATION (and "Parties" shall be construed accordingly); |
| "Recipient" | a specific person to whom the Customer intends RELAYSTATION to Despatch a Message, as specified in the relevant Order and in accordance with the Format Requirements; |
| "Registration" | the registration of the Customer by RELAYSTATION as a customer of RELAYSTATION and the provision to the Customer of the Username and initial Password by RELAYSTATION pursuant to clause 2 to enable the Customer to log in to the Website and access the Services (and "Registration Details" shall be construed accordingly); |
| "Services" | the relevant services provided by RELAYSTATION to the Customer pursuant to this Agreement, being any of the services specified in the Order Form or Addendum to the Order Form; |
| "Term" | the term of this Agreement referred to in Clause 11; |
| "Username" | the unique user name created by RELAYSTATION for the Customer; |
| "VAT" | any tax introduced pursuant to a direction of the Council of the European Community relating to turnover taxes including value added tax as provided for in the Value Added Tax Act 1994 and supplemental legislation (whether delegated or otherwise), any tax of a similar nature which any be substituted for or levied in addition to it and any sales tax; |
| "Website" | RELAYSTATION's website at www.relaystation.co.uk or as otherwise notified by RELAYSTATION to the Customer from time to time |
| 1.2 | the headings to clauses are inserted for convenience only and shall not affect the interpretation or construction of this Agreement; |
| 1.3 | words imparting the singular shall include the plural and vice versa. Words imparting a gender shall include every gender and references to persons shall include an individual, company, corporation, firm or partnership; |
| 1.4 | references to "includes" or "including" or like words or expressions shall mean without limitation; |
| 1.5 | references to any statute or statutory provision shall include any subordinate legislation made under it, any provision which it has modified or re-enacted (whether with or without modification) and any provision which subsequently supersedes it or re-enacts it (whether with or without modification); and |
| 1.6 | references to Clauses are to clauses of these Terms and Conditions. |
| 2 AGREEMENT AND REGISTRATION |
| 2.1 | By signing these Terms and Conditions (or by placing an Order for any of the Services) the Customer agrees to be bound by them. However, RELAYSTATION reserves the right in its absolute discretion to accept or decline the provision of the Services to any Customer. RELAYSTATION shall notify the Customer of RELAYSTATION's acceptance of this Agreement by the supply to the Customer of Registration Details pursuant to Clause 3. However, in the event RELAYSTATION declines to supply Services to the Customer, it shall notify the Customer of such decision and return the Initial Payment, following which neither party shall be under any further obligation to the other. For the avoidance of doubt, this Agreement shall not become binding on RELAYSTATION until it is signed on behalf of RELAYSTATION and RELAYSTATION has supplied Registration Details to the Customer. |
| 2.2 | The terms of this Agreement shall apply to the exclusion of any terms and conditions submitted, proposed or stipulated by the Customer. These Terms and Conditions of this Agreement apply to all Services. |
| 2.3 | This Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes and excludes any prior agreement,understanding or arrangement between the parties, whether oral or in writing.No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this Agreement except as expressly stated in this Agreement. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into this Agreement (unless such untrue statement was made fraudulently or was as to a fundamental matter,including as to a party's ability to perform this Agreement) and that party's only remedies shall be for breach of contract as provided in this Agreement. |
| 2.4 | Save as otherwise specifically provided in this Agreement, no change to this Agreement shall be binding unless it is agreed in writing signed by RELAYSTATION and the Customer. |
| 2.5 | In the event of any conflict between the provisions of these Terms and Conditions and the provisions of a relevant Order Form or addendum to order form, then the provisions of these Terms and Conditions shall prevail. |
| 3 ORDERING PROCESS AND PASSWORDS |
| 3.1 | Following receipt of these terms and conditions (duly signed by the Customer)together with the Initial Payment, but subject to Clause 2.1, RELAYSTATION will initiate Registration. RELAYSTATION aims to complete Registration within 48 working hours from the clearing of the Initial Payment. |
| 3.2 | On receipt of the Registration Details, the Customer may log in to the Website and place an Order for any of the Services. |
| 3.3 | It is the responsibility of the Customer to maintain the confidentiality of the Registration Details at all times. The Customer shall immediately notify RELAYSTATION in writing of any unauthorised use of any of the Registration Details. The Customer shall be liable to pay for all Orders made as a result of the unauthorised use of the Registration Details. |
| 3.4 | The Customer shall be credit check prior to acceptance as a customer.Providing satisfactory CC, customers will be invoiced weekly or as agreed with the customer with 30 day payment terms. We may in some cases where we have no trading history request pre pay .Credit will always be at the discretion of RELAYSTATION. In addition RELAYSTATION may at their discretion place a credit limit on accounts. Customers will be notified of this. In this case, if the agreed limit is exceeded, immediate payment to bring the account within the credit limit, will be come due. |
| 3.5 | Once an Order has been received by RELAYSTATION in accordance with Clause |
| 3.4 | RELAYSTATION shall acknowledge receipt online and immediately Dispatch the Messages to which the Order relates, subject to any period specified Online by the Customer for Dispatch of particular Messages,in which case RELAYSTATION shall Dispatch such Messages in compliance with that period. |
| 4 SERVICES |
| 4.1 | Subject to the terms of this Agreement, RELAYSTATION shall provide the Services to the Customer. |
| 4.2 | The Customer shall immediately report in writing any error or problem involving the Services to RELAYSTATION. Following receipt of such report of any error or problem with the Services, if the same is the responsibility ofRELAYSTATION, RELAYSTATION shall, within the Business Hours, use commercially reasonable endeavours to respond promptly and to correct the error or problem. |
| 4.3 | RELAYSTATION warrants that: |
| 4.3.1 | it shall use reasonable skill and care in providing the Services; |
| 4.3.2 | the Services will be provided in a professional and competent manner; and |
| 4.3.3 | it has and will have during the Term all necessary rights, permissions and consents to enter into this Agreement and perform the Services. |
| 4.4 | RELAYSTATION does not warrant that: |
| 4.4.1 | the Services will be uninterrupted or error-free or that they will meet the individual requirements of the Customer; |
| 4.4.2 | any Message will be delivered to a Recipient at the Address (and the Customer acknowledges that RELAYSTATION's obligations are limited to the Dispatch of Messages and the initial transmission of the same but not any ongoing transmission or delivery of the same (which are dependent on third party carriers outside the control of RELAYSTATION)). |
| 4.5 | Except where expressly provided for within this Agreement, RELAYSTATION excludes all conditions, warranties and representations, whether express or implied by statute, common law or otherwise, to the fullest extent permitted bylaw in respect of the Services. |
| 5 CUSTOMER'S OBLIGATIONS |
| 5.1 | The Customer shall: |
| 5.1.1 | ensure that all data supplied by the Customer of whatever form or which comprises any Message, Message Description, Address or Recipient, will: a)be true, accurate and complete; and b) comply with the Format Requirements(which shall be set out on the Website and may be varied from time to time); |
| 5.1.2 | if necessary for RELAYSTATION to perform its obligations under this Agreement, promptly provide to RELAYSTATION such information and assistance that will enable RELAYSTATION to fully, accurately and promptly carry out its obligations under this Agreement; |
| 5.1.3 | keep confidential and secure all Registration Details used in relation to the Services and the Customer accepts that use of Registration Details allocated to the Customer shall constitute sufficient authority to RELAYSTATION to perform the Services and be entitled to payment for so doing; |
| 5.1.4 | if necessary for RELAYSTATION to perform its obligations under this Agreement, promptly comply with the reasonable requests of RELAYSTATION from time to time in connection with this Agreement; |
| 5.1.5 | assume all responsibility for the upload to RELAYSTATION of Messages,Message Descriptions, Addresses and Recipients. The risk of and responsibility for content of the Messages, Message Descriptions, Addresses,Recipients, source and destination of the Messages and submission of Messages, Message Descriptions, Addresses and Recipients to RELAYSTATION is with the Customer; and |
| 5.1.6 | be responsible for ensuring that, and hereby warrants and undertakes to RELAYSTATION that, the Messages and the sending of them by the Customer and the receipt of them by any recipient, and the use of them (and the Message Descriptions, Addresses and Recipients) by RELAYSTATION to perform the Services in accordance with this Agreement, conforms in all respects with all applicable laws, rules, regulations, bye-laws and codes of practice; and they do not contain any material, and the use of them will not be, detrimental to RELAYSTATION. |
| 5.2 | It is the Customer's responsibility to ensure that: |
| 5.2.1 | the Services are sufficient and suitable for its purposes and meet its individual requirements; and |
| 5.2.2 | it provides RELAYSTATION with the data required by RELAYSTATION to enable RELAYSTATION to properly provide the Services |
| 5.3 | The Customer warrants to RELAYSTATION that: |
| 5.3.1 | the Customer is authorised to receive the Services and the Recipient is authorised to receive Messages; |
| 5.3.2 | it shall not transmit or attempt to transmit and shall use its best endeavours to avoid transmission of, by or in connection in any way with the Services, any material of any kind or nature which is, or which may be reasonably considered by RELAYSTATION to be obscene, indecent, libellous, pornographic, seditious,offensive, defamatory, threatening, unlawful, harmful, vulgar, liable to incite racial hatred, discriminatory, menacing, blasphemous, in breach of confidence or in respect of which it is not the true and lawful owner of the Intellectual Property Rights or for which it has not obtained all necessary licences and/or approvals or which is racially, ethnically or otherwise objectionable. |
| 5.3.3 | it shall not promote and shall use its best endeavours to avoid transmission of, by or in connection in any way with the Services, any materials of any kind or nature that encourages conduct that could constitute a criminal offence,give rise to civil liability or otherwise violate any applicable laws, rules,regulations, bye-laws and codes of practice; |
| 5.3.4 | it shall not use the Services or permit the Services to be used for illegal or immoral purposes; |
| 5.3.5 | it shall not interfere with any third party's use and enjoyment of the Services,or engage in surveys, contests, chain letters or post or transmit junk mail(whether physical or electronic), "Spam", "chain letters" or other unsolicited mass distribution of email without the prior written consent and approval of RELAYSTATION; |
| 5.3.6 | it shall not use the Services in any way that may diminish or damage RELAYSTATION's goodwill or that may cause a reasonable person to assume an association between RELAYSTATION and (without limitation) pornography,crime, defamation or copyright infringement; |
| 5.3.7 | it has not and shall not post or promote and shall use its best endeavours to avoid transmission of, and shall not query RELAYSTATION's computers,databases or networks with, corrupted files, viruses, worms, Trojan horses or other code detrimental to the owner or user of any computer system or that would damage or corrupt data, storage media, programs, equipment or communications, or otherwise interfere with operations; |
| 5.3.8 | it shall not attempt to or actually interfere with the proper functioning of the Website or any transactions being offered at the Website. Furthermore,Customer warrants that it shall not use any device, software or routine which may potentially or actually cause the same; |
| 5.3.9 | it shall not commit any act that would or does impose an unreasonable or disproportionately large load on RELAYSTATION's or any carrier's infrastructure; |
| 5.3.10 | it shall not impersonate any person or entity or falsely state or otherwise misrepresent Customer's affiliation with a person or entity; and |
| 5.3.11 | it shall maintain and update any details which it has provided to RELAYSTATION about the Customer and the Customer's business so that such details remain current, complete and accurate. |
| 5.4 | For voice format Messages, the Customer may be supplied with an appropriate digital voice recorder for the recording of the same in accordance with the Format Requirements. The Customer is not obliged to use such voice recorder for recording any voice format Messages in respect of which the Services are to be provided by RELAYSTATION, but the Customer acknowledges that the ability of RELAYSTATION to perform the Services to any extent in respect of such voice format Messages may be impeded (and the quality of any such voice format Messages may deteriorate) if such recorder is not used. |
| 5.5 | Notwithstanding clause 7, RELAYSTATION shall in its absolute discretion be entitled to relay to any regulatory body (with or without notice to the Customer) any breach (or breach reasonably suspected by RELAYSTATION) by the Customer of any of its obligations under this clause 5 and provide details thereof (including, without l imitation the content of any Messages), and may, on notice to the Customer suspend the provision of the Services with immediate effect. |
| 5.6 | As RELAYSTATION does not have access to self loaded voice messages unless they are held in the client store, the client undertakes to supply to RELAYSTATION within a reasonable time frame copies of any messages uploaded into its system for the purpose of RELAYSTATIONs own internal auditor if required to supply to any regulatory body |
| 6 INTELLECTUAL PROPERTY RIGHTS |
| 6.1 | RELAYSTATION shall be responsible for obtaining all Intellectual Property Rights to enable it to provide the Services. No Intellectual Property Rights are granted to the Customer, save for any licence to the Customer for the purpose of receiving the Services under this Agreement. |
| 6.2 | RELAYSTATION acknowledges that as between RELAYSTATION and the Customer, the Customer and its licensors own all Intellectual Property Rights in the Messages. To enable RELAYSTATION to lawfully provide the Services, the Customer s hall be responsible for: |
| 6.2.1 | having all rights and Intellectual Property Rights in the Messages; and |
| 6.2.2 | ensuring that the Recipients have all rights to receive the Message. |
| 6.3 | The Customer hereby grants to RELAYSTATION a royalty -free, worldwide,perpetual, non-exclusive, assignable, sublicensable licence to use the Messages and any other material (including, without limitation any branding)and any Intellectual Property Rights of the Customer in relation to the foregoing for the purposes of providing the Services. Subject to the terms of this Agreement, RELAYSTATION shall not use the Messages or otherwise exploit the Intellectual Property Rights of the Customer for any other purpose without the Customer's express prior written consent. |
| 6.4 | Except for the purpose of providing the Services and for complying with this Agreement or as may be mandated by a regulatory body, RELAYSTATION shall not without the Customer's prior written consent: |
| 6.4.1 | disclose the Messages to any third party; |
| 6.4.2 | make any copies of the Messages; |
| 6.4.3 | modify the Messages; or |
| 6.4.4 | reproduce or store any of the Messages in any web site or in any public or private electronic retrieval system or service. |
| 6.5 | The Customer shall only use the Services for its own usual business or personal purposes and shall not, without RELAYSTATION's prior written consent, allow any third party to use the Services or supply the Services to any third party; and then only as contemplated by this Agreement. |
| 6.6 | If either Party becomes aware of any improper of wrongful use of the Intellectual Property Rights used by the other, that Party shall forthwith inform the other of such use. The informing Party shall if requested assist the other(at the other's cost) in taking any steps in connection with the protection or defence thereof as the other may determine. |
| 8 LIMITATION OF LIABILITY |
| 8.1 | This Clause 8 prevails over any other term of this Agreement and sets for the entire liability of each Party to the other, and their sole and exclusive remedies of the other in respect of: |
| 8.1.1 | performance, non-performance, purported performance, delay in performance or mis-performance of this Agreement or of any goods or services in connection with this Agreement; or |
| 8.1.2 | otherwise in relation to this Agreement or entering into this Agreement. |
| 8.2 | Neither Party excludes or limits its Liability for: |
| 8.2.1 | its fraud; or |
| 8.2.2 | death or personal injury caused by its Breach of Duty; or |
| 8.2.3 | any other liability which cannot be excluded or limited by applicable law. |
| 8.3 | Subject to Clause 8.2, neither Party accepts and hereby excludes any Liability for Breach of Duty other than any liability arising pursuant to the terms of this Agreement. |
| 8.4 | Subject to Clause 8.2, RELAYSTATION shall have no Liability to the Customer in respect of any: (a) indirect or consequential losses, damages,costs or expenses, (b) loss of actual or anticipated profits, (c) loss of contracts,(d) loss of use of money, (e) loss of anticipated savings, (f) loss of revenue, (g)loss of goodwill, (h) loss of reputation, (i) loss of business, (j) loss of operation time, (k) loss of opportunity, or (l) loss of damage to or corruption of data; andsuch Liability is excluded whether it is foreseeable, known, foreseen or otherwise. For the avoidance of doubt, (b) to (l) apply whether such losses a redirect, indirect, consequential or otherwise. |
| 8.5 | Subject to Clause 8.2, the total aggregate Liability of RELAYSTATION arising out of or in connection with a claim or claims made by the Customer shall in no circumstances exceed in aggregate the sum of £200,000. |
| 8.6 | The limitation of Liability under Clause 8.5 has effect in relation both to any Liability expressly provided for under this Agreement and to any Liability arising by reason of the invalidity or unenforceability of any term of this Agreement. |
| 8.7 | The Customer acknowledges and accepts that RELAYSTATION only provides the Services to it on the express condition that RELAYSTATION will not be responsible for nor shall it have any Liability to the Customer, any Recipient or any third party directly or indirectly for: |
| 8.7.1 | inaccuracies or errors in, or omissions from, any Message, Message Description, Address or Recipient provided by the Customer; or |
| 8.7.2 | inaccuracies or errors in or omissions from any Message, Message Description, Address or Recipient as a result of any source or information maintained or provided by a third party; or |
| 8.7.3 | any act or omission of the Customer, the Recipients or any third party. |
| 8.8 | Without prejudice to the rest of this Agreement, RELAYSTATION shall not have any Liability for any loss or damage sustained by the Customer, the Recipients or any other third party directly or indirectly for use of or relying on the Messages including without limitation to any loss or damage resulting as a consequence of inaccuracies or errors in or omissions from the Messages or any Message which is incomplete, illegible, out of sequence, incomprehensible, inaudible or in the wrong form or arising from late arrival or non-arrival, unless and to the extent the loss and damage sustained shall be a direct consequence of the negligent act or omission of RELAYSTATION. |
| 8.9 | In this Clause 9: |
| 8.9.1 | "Breach of Duty" means the breach of any (i) obligation arising from the express or implied terms of a contract to take reasonable care or exercise reasonable skill in the performance of the contract or (ii) common law duty to take reasonable care of exercise reasonable skill (but not any stricter duty);and |
| 8.9.2 | "Liability" means liability in or for breach of contract, Breach of Duty,misrepresentation, restitution or any other cause of action whatsoever relating to or arising under or in connection with this Agreement, including, without limitation, liability expressly provided for under this Agreement or arising by reason of the invalidity or unenforceability of any term of this Agreement (and for the purposes of this definition, all references to "this Agreement" shall be deemed to include any collateral contract). |
| 9 CHARGES |
| 9.1 | The Customer shall pay to RELAYSTATION the applicable Charges. |
| 9.2 | The Charges vary fro time to time in accordance with rates agreed between RELAYSTATION and the Customer an in accordance with factors outside of RELAYSTATION's control (such as the international telecommunications carriage market). Customers will be notified in writing of any changes. RelayStation will give the customer 30 days notice of such increase and the customer reserves the right to dispute such increase. If the Parties are unable to agree such increase the Customer reserves the right to terminate the Agreement with 14 days notice. |
| 9.3 | All sums due to RELAYSTATION are inclusive of VAT and other duties or taxes (if applicable). |
| 9.4 | The Customer shall pay RELAYSTATION by any payment method reasonably stipulated by RELAYSTATION. Any payments made via credit charge will be subject to a 2% surcharge |
| 9.5 | Payment of all sums due to RELAYSTATION under this Agreement shall be made by the Customer in full without any set -off, deduction or withholding whatsoever. |
| 9.6 | It is the responsibility of the customer to raise any queries within 30 days of receipt of invoice. Any queries after the 30 days will be considered by RELAYSTATION but for clarity, RELAYSTATION will not accept any adjustment to the payment of said invoice if received after the 30 days. Any credits that are agreed to, will if received in the 30 days, be deducted from the invoice payable. If received after the initial 30 day s then RS will issue a credit note against the next invoice issued |
| 9.7 | If the Customer is late in paying any part of any monies due to RELAYSTATION,RELAYSTATION may (without prejudice to any other right or remedy available to it whether under this Agreement or by any statute, regulation or bye-law) do either or both of the following: |
| 9.7.1 | charge interest on the amount due but unpaid at the annual rate of 2% above the official dealing rate of the Bank of England from time to time from the due date until payment (after as well as before judgement), such interest to run from day today and to be compounded monthly; and |
| 11 TERM AND TERMINATION |
| 11.1 | This Agreement shall commence on the Commencement Date and, subject to earlier termination pursuant to this Agreement, shall continue in force for the Period and thereafter unless or until terminated by either Party giving to the other no less than one months' notice to take effect at the end of that notice period. |
| 11.2 | Either Party may terminate this Agreement immediately by notice in writing to the other Party if: |
| 11.2.1 | the other Party is in material breach of any of its obligations under this Agreement which is incapable of remedy; or |
| 11.2.2 | the other Party fails to remedy, where capable of remedy, any material breach of any of its obligations under this Agreement after having been required in writing to remedy such breach within a period of no less than 30 days; or |
| 11.2.3 | the other gives notice to any of its creditors that it has suspended or is about to suspend payment or if it shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or an order is made or a resolution is passed for the winding-up of the other Party or an administrator order is made regarding management of the affairs, business and property of the other Party or a receiver and/or manager or administrative receiver is appointed in respect of all or any of the other Party's assets or undertaking or circumstances arise which entitle the court or a creditor to appoint a receiver and/or manager or administrative receiver or administrator which entitle the court to make a winding-up or bankruptcy order or the other Party takes or suffers any similar or analogous action in consequence of debt. |
| 11.3 | Termination of this Agreement shall be without prejudice to any accrued rights or remedies of either Party. |
| 11.4 | Termination of this Agreement will not affect the coming into force or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination. |
| 11.5 | Upon termination of this Agreement for any reason: |
| 11.5.1 | RELAYSTATION shall cease to provide the Services under this Agreement; |
| 11.5.2 | all outstanding undisputed Charges under this Agreement for Services provided shall become immediately payable, whether invoiced or not (save that if any pre-paid credit remains in respect of Services which has not been used by the termination of this Agreement, RELAYSTATION shall reimburse the same to Customer within 60 days of such termination). |
| 12 FORCE MAJEURE |
| 12.1 | Save for obligations in respect of payment of the Charges, neither Party shall be liable for any breach, hindrance or delay in performance of its obligations under this Agreement which is caused by circumstances beyond its reasonable control including without limitation actions of third parties, divine acts, insurrection, riot,war, hostilities, warlike operations, terrorism, piracy, arrests, restraints or detainments of any competent authority, strikes or combinations or lock-out of workmen, epidemic, fire, explosion, storm, flood, drought, earthquake, natural disaster, mechanical breakdown, failure of public utility supplies (including without limitation electrical, telecoms or general Internet failure), shortage of or inability to obtain materials, equipment or transportation ("Event of Force Majeure"),regardless of whether the circumstances in question could have been foreseen. |
| 12.2 | Each of the Parties agrees to notify the other upon becoming aware of an Event of Force Majeure, such notice to contain details of the circumstances giving rise to the Event of Force Majeure. |
| 12.3 | The performance of each Party's obligations shall be suspended during the period that the circumstances persist and such Party shall be granted an extension of time for performance equal to the period of the delay. |
| 12.4 | Each Party shall bear its own costs incurred by the Event of Force Majeure. |
| 12.5 | If performance of any obligations are delayed under this Clause 12, each Party shall nevertheless accept performance as and when the other shall be able to perform. |
| 12.6 | If the Event of Force Majeure continues without a break for more than one month,either Party may terminate this Agreement immediately by notice to the other, in which event neither Party shall be liable to the other Party by reason of such termination. |
| 12.7 | If RELAYSTATION has contracted to provide identical or similar services or deliverables to more than one customer and is prevented from fully meeting its obligations to the Customer by reason of an Event of Force Majeure, RELAYSTATION may decide at its absolute discretion which contracts it will honour and to what extent. |
