7.2 Customers should be provided with a fixed quote for migration based on the above charges to be presented by the sales person on the account. Approval by Purchase Order or email from an account authority is required before migration can proceed.
7.3 Customers will be provided with free advice on carrying out their own migration as an alternative.
8. Payment terms
The customer agrees to pay Vistra the current prices as published on the price list on www.Vistra.co.uk for services provided. Vistra may change its prices from time to time and will notify all existing customers by email to the account administrator of such changes.8.1 Price breaks
When a new price break point is reached, the lower pricing is available to all mailboxes on the account from the next billing date.8.2 Payment methods
The customer accepts that there are different payment methods acceptable to Vistra with regards to payment for services:8.2.1 Automatic monthly credit card billing
220.127.116.11 The customer grants Vistra the right to deduct monthly in advance, the basic monthly mailbox charge directly from the customer's credit card 7 days after notification has been sent by email to the Customer.
18.104.22.168 The customer grants Vistra the right to deduct monthly in arrears, any additional charges accrued during the previous month. Additional storage space charges will be calculated based on the peak storage space used during the preceding month, subject to a minimum space requirement defined as the basic monthly mailbox allowance (see Basic Feature description on www.Vistra.co.uk/exchangehosting/features.html).
8.2.2 Direct Debit payments
22.214.171.124 You can set up Direct Debit payments for any Vistra service.
To arrange payment by Direct Debit you must be acting as the person whose bank account will be debited.
Please open the form using Adobe Acrobat Reader, print it, and send it back to us at:
Vistra Ltd. 150 Grantham Street, Hamilton, New Zealand8.3 The Customer accepts that no action can be taken with respect to activating accounts or additional services until payment has been received by Vistra.
8.4 Vistra operates a no-cash refund policy for payments made in advance. If a customer reduces the amount of space or mailboxes required after payment has been made, the customer will be refunded by extending the service for additional time.
8.5 Addition and removal of mailboxes.
8.5.1 New mailboxes are subject to a minimum charge of 30 days.
8.5.2 If a customer wishes to reduce the number of mailboxes below the number stated in the Customer’s original order, Vistra must be notified 30 days in advance by writing or by fax from an account authority on company-headed paper.
The Service does not provide or include access to the Internet. The Customer's use of the Internet is solely at the Customer's risk and subject to all applicable laws, and Vistra has no responsibility for any information, software, services or other materials accessed or obtained by the Customer using the Internet.
10. Indemnification10.1 The Customer hereby agrees to indemnify and to hold Vistra harmless from and against any claim brought by a third party resulting from the use of the Service or by the Customer and in respect of all losses, costs, actions, proceedings, claims, damages, expenses (including reasonable legal costs and expenses), or liabilities, whatsoever suffered or incurred by Vistra in consequence of the Customer's breach or non-observance of the Contract.
10.2 The Customer shall defend and pay all costs, damages, awards, fees (including any reasonable legal fees) and judgements awarded against Vistra arising from the above claims and shall provide Vistra 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.
10.3 This paragraph 10 shall remain in effect for three years after the termination of this Contract.
11. Confidentiality11.1 Vistra will keep in confidence any information provided to it by the Customer when registering for the Service or otherwise under this Contract and will not disclose that information to any person (other than its employees, contractors, or professional advisers, or the employees or contractors of a Vistra Company who need to know the information) without the Customer's consent.
11.2 This paragraph 11 will not apply to:
11.2.1 any information which has been published other than through a breach of this Contract;
11.2.2 information lawfully in the possession of the recipient before the disclosure under this Contract took place;
11.2.3 information obtained from a third party who is free to disclose it;
11.2.4 information which a party is requested to disclose and if it did not could be required by law to do so; or
11.2.5 information which has been reduced by Vistra to anonymous, non-personal form before disclosure.
11.3 paragraph 11 will remain in effect for 2 years after the termination of this Contract.
12. Limitation of Liability12.1 Vistra accepts unlimited liability for death or personal injury resulting from its negligence and paragraphs 12.2 and 12.3 do not apply to such liability.
12.2 Vistra is not liable to the Customer, either in contract, tort (including negligence) or otherwise for direct or indirect loss of profits, business or anticipated savings, nor for any indirect or consequential loss or damage or for any destruction of data.
12.3 Vistra's liability to the Customer in contract, tort (including negligence) or otherwise in relation to this Contract is limited to amount paid by the Customer for Service in any twelve month period
12.4 Vistra excludes all liability of any kind in respect of any material on the Internet which can be accessed using the Service and is not responsible in any way for any goods (including software) or services provided by third parties advertised, sold or otherwise made available by means of the Service or on the Internet.
12.5 Vistra is not liable to the Customer either in contract, tort (including negligence) or otherwise for the acts or omissions of other providers of telecommunications or Internet services (including domain name registration authorities) or for faults in or failures of their equipment.
12.6 Each provision of this Contract, excluding or limiting liability, operates separately. If any part is held by a court to be unreasonable or inapplicable, the other parts shall continue to apply.
13. Matters Beyond Reasonable Control
If Vistra is unable to perform any obligation under this Contract because of a matter beyond its reasonable control such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (whether or not involving its employees), or acts of local or central Government or other competent authorities, or events beyond the reasonable control of its suppliers, it will have no liability for that failure to perform.
14. Domain Names14.1 The Customer confirms and warrants that it is the owner of, or that the Customer has been and is duly authorised by the owner to use, any trade mark or name requested or allocated as its Name.
14.2 The Customer acknowledges that Vistra cannot guarantee that any Name the Customer requests will be available or approved for use.
14.3 Vistra has the right to require the Customer to select a replacement Name and may suspend the Service if, in the opinion of Vistra, there are reasonable grounds for Vistra to believe Customer current choice of Name is, or is likely to be, in breach of the provisions of this Agreement and law.
14.4 If the Service includes the registration of an Internet domain name the Customer acknowledges and agrees that:
14.4.1 Vistra does not represent, warrant or guarantee that any domain name applied for by the Customer or on its behalf will be registered in its requested name or is capable of being registered by it or that the use of such domain name by it will not infringe any third party rights. Accordingly, the Customer should take no action in respect of its requested domain name(s) until it has been notified that its requested domain name has been duly registered and Vistra will not be liable for any such action taken by the Customer.
14.4.2 the registration of the domain name and its ongoing use by the Customer is subject to the relevant naming authority's terms and conditions of use and the Customer undertakes to Vistra that it will comply with such terms and conditions. The Customer hereby irrevocably waives any claims it may have against Vistra in respect of any decision of a naming authority to refuse to register a domain name and, without limitation, the Customer acknowledges and agrees that refunds for domain registration fees will be given at the discretion of the Vistra Management.
14.4.3 Vistra accepts no responsibility in respect of the use of a domain name by the Customer and any dispute between the Customer and any other individual or organisation regarding a domain name must be resolved between the parties concerned and Vistra will take no part in any such dispute. Vistra reserves the right, on becoming aware of such a dispute concerning a domain name, at its sole discretion and without giving any reason, to either suspend or cancel the relevant service associated with the domain name, and/or to make such representations to the relevant naming authority as it deems appropriate.
14.4.4 Any Internet Protocol address allocated by Vistra to the Customer shall at all times remain the sole property of Vistra and the Customer will have a non-transferable licence to use such address for the duration of this Agreement. If this Agreement is terminated for whatever reason, the Customer's licence to use the Internet Protocol address shall automatically terminate and thereafter it will not use such address.
14.4.5 Notwithstanding anything to the contrary contained herein, it is expressly understood and agreed by the Customer and Vistra that the Uniform Domain Name Dispute Resolution Policy as approved and adopted by the Internet Corporation for Assigned Names and Numbers (ICANN) is hereby incorporated by reference in this Service Agreement and is legally binding on the Customer and Vistra with respect to all registrations in the .com, .net and .org. top level domains. Click here to go to ICANN Uniform Domain Name Dispute resolution Policy.
15. Termination of this Contract by Notice
Either party may terminate this Contract on 30 days' notice to the other, without prejudice to any rights that may have accrued before termination. Upon termination (for whatever reason), Vistra may re-allocate any user names and aliases associated with the terminated Service.
16. Changes to this Contract
Vistra can change the Conditions of this Contract at any time on 30 days' notice to the Customer.
Neither party may assign or transfer any of its rights or obligations under this Contract, without the written consent of the other.
18. Entire Agreement
This Contract contains the whole agreement between the parties and supersedes all previous written or oral agreements relating to its subject matter.
Notices given under this Contract may be delivered on-line or by e-mail. Additionally, Vistra may publish notices to the Customer via the Vistra website; notices will be deemed effective on the date of publication, or otherwise as notified to the Customer by Vistra. A notice from Vistra which is sent by e-mail to the Customer's e-mail address will be deemed effective 3 days after the date it is sent. A notice from the Customer to Vistra will be deemed effective when received by Vistra at the e-mail address notified by Vistra to the Customer.
20. Data Protection Consent
By accepting the terms and conditions of this Contract, the Customer grants Vistra and its agents processing data on Vistra's behalf, permission, in accordance with the Data Protection Acts 1984 and 1998, to send the Customer unsolicited advertising and promotional material pertaining to other Vistra products and services and to third-party products and services selected by Vistra. The Customer may revoke permission to Vistra and its agents to send the Customer unsolicited advertising and promotional material pertaining either to other Vistra products and services or to third party products and services, or both, by notifying Vistra by e-mail of said revocation.
This Contract is governed by the law of New Zealand.